Ply Gem Form 10-K Yr End December 31, 2005

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ktt1/RsA1qBgf7/APt1aKhcEHvPW7sGoqie7dw1NFyEWNjEDeHGdVIFFrw7LR6q6 BC1bSKj8b53x5U8TefSkog== 0001284807-06-000013.txt : 20060327 0001284807-06-000013.hdr.sgml : 20060327 20060327152144 ACCESSION NUMBER: 0001284807-06-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060327 DATE AS OF CHANGE: 20060327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLY GEM HOLDINGS INC CENTRAL INDEX KEY: 0001284807 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 200645710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-114041-07 FILM NUMBER: 06711861 BUSINESS ADDRESS: STREET 1: 303 WEST MAJOR STREET CITY: KEARNEY STATE: MO ZIP: 64060 BUSINESS PHONE: 8008002244 MAIL ADDRESS: STREET 1: 303 WEST MAJOR STREET CITY: KEARNEY STATE: MO ZIP: 64060 10-K 1 body_10k.htm PLY GEM FORM 10-K YR END DECEMBER 31, 2005 Ply Gem Form 10-K Yr End December 31, 2005

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2005

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________.

Commission File Number: 333-114041

PLY GEM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-0645710
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
185 Platte Clay Way, Kearney, Missouri		64060
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 800-800-2244

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by checkmark if the registrant is a well–known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes [X] No [ ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or

15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of December 31, 2005 was $0.

Documents incorporated by reference: None

The Company had 100 shares of common stock outstanding as of March 27, 2006.

CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING COMMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All written and oral forward-looking statements made in connection with this Annual Report on Form 10-K report are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the "Risk Factors" and other cautionary statements included herein. We are under no duty to update any of the forward-looking statements after the date of this Annual Report on Form 10-K report to conform such statements to actual results or to changes in our expectations.

There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. While it is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by us include, but are not limited to, those factors or conditions described under "Risk factors," and the following:

• our high degree of leverage and significant debt service obligations;

• restrictions under the indenture governing the notes and our senior credit facilities;

• the competitive nature of our industry;

• changes in interest rates, and general economic, home repair and remodeling, and new home construction market conditions;

• changes in the price and availability of raw materials; and

• changes in our relationships with our significant customers.

PART I

Item 1. BUSINESS

Company Overview

We are a leading manufacturer of residential exterior building products in North America. We offer a comprehensive product line of vinyl siding and skirting, vinyl windows and doors, and vinyl and composite fencing, railing and decking that serves both the home repair and remodeling and new home construction sectors in all 50 states and Western Canada. Vinyl building products have the leading share of sales by volume in siding and windows, and the fastest growing share of sales by volume in fencing in the U.S. We also manufacture vinyl and aluminum soffit and siding accessories, aluminum trim coil, wood windows and steel and fiberglass doors, enabling us to bundle complementary and color-matched products and accessories with our core vinyl products. We believe our broad product offering and geographically diverse manufacturing base allow us to better serve our customers and provide us with a competitive advantage over other vinyl building products suppliers. We have two reportable segments: (i) siding, fencing, railing and decking, and (ii) windows and doors.

Additional information concerning our business is set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this report.

Unless the context indicates or requires otherwise, (i) the term “Ply Gem Holdings” refers to Ply Gem Holdings, Inc.; (ii) the term “Ply Gem Industries” refers to Ply Gem Industries, Inc., our principal operating subsidiary; and (iii) the terms "we," "our," "ours," "us" and the "Company" refer collectively to Ply Gem Holdings and its subsidiaries. The use of these terms is not intended to imply that Ply Gem Holdings and Ply Gem Industries are not separate and distinct legal entities.

History

Ply Gem Holdings was incorporated on January 23, 2004 for the purpose of acquiring Ply Gem Industries from Nortek, Inc. (“Nortek”) (the “Ply Gem Acquisition”). Nortek was at the time a wholly-owned subsidiary of Nortek Holdings, Inc. (“Nortek Holdings”). The Ply Gem Acquisition was completed on February 12, 2004, when Nortek sold Ply Gem Industries, Inc., to Ply Gem Holdings, pursuant to the terms of the Stock Purchase Agreement among Ply Gem Investment Holdings, Inc., Nortek and WDS LLC, dated as of December 19, 2003, as amended. Prior to February 12, 2004, Ply Gem Holdings had no operations and Ply Gem Industries was wholly owned by a subsidiaryof WDS LLC, which was a wholly owned subsidiary of Nortek. Ply Gem Holdings, a Delaware corporation, is a wholly-owned subsidiary of Ply Gem Investment Holdings, Inc., a Delaware corporation controlled by an affiliate of Caxton-Iseman Capital, Inc. and its affiliates. Prior to the Ply Gem Acquisition, Ply Gem Industries was known as the Windows, Doors and Siding division of Nortek.

On August 27, 2004 Ply Gem Industries acquired all of the outstanding shares of capital stock of MWM Holding, Inc. (“MWM Holding”), in accordance with the Stock Purchase Agreement entered into among Ply Gem Industries, MWM Holding, and the selling stockholders, dated as of July 23, 2004 (the “MW Acquisition”). The accompanying financial statements include the operating results of MWM Holding from August 27, 2004 through December 31, 2005. In connection with MW Acquisition, the Ply Gem Investment Holdings, Inc. phantom stock plan was modified to accelerate the vesting term as defined in the related grants.

MWM Holding, a Delaware corporation, is a wholly-owned subsidiary of Ply Gem Industries. MWM Holding is the sole owner of all of the outstanding shares of capital stock of MW Manufacturers, Inc. (“MW”). Prior to the MW Acquisition, MWM Holding, Inc. was owned by Investcorp SA (“Investcorp”) and its affiliates and members of MW management.

On February 24, 2006 in connection with the acquisition (the “Alenco Acquisition”) of AWC Holding Company (“AWC”, and together with its subsidiaries, “Alenco”) a new holding company, Ply Gem Prime Holdings, Inc., was formed pursuant to a merger involving Ply Gem Investment Holdings, Inc. As a result, Ply Gem Prime Holdings, Inc. became the sole shareholder of Ply Gem Investment Holdings, Inc., each outstanding share of capital stock of Ply Gem Investment Holdings, Inc. was converted into a share of a corresponding class of shares of the capital stock of Ply Gem Prime Holdings, Inc. and Ply Gem Prime Holdings, Inc. assumed Ply Gem Investment Holdings, Inc.’s obligations under the Ply Gem Investment Holdings 2004 Stock Option Plan. In connection therewith, each outstanding stock option and phantom unit of Ply Gem Investment Holdings, Inc. was converted on a 1:1 basis into a stock option and phantom unit of Ply Gem Prime Holdings, Inc.

On February 24, 2006, Ply Gem completed the Alenco Acquisition in accordance with a securities purchase agreement entered into among Ply Gem, all of the direct and indirect stockholders, warrant holders and stock option holders of AWC and FNL Management Corp., an Ohio corporation, as their representative on February 6, 2006 (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, Ply Gem purchased all of the issued and outstanding shares of common stock, warrants to purchase shares of common stock and options to purchase common stock of AWC (other than certain shares of common stock of AWC held by certain members of the senior management of Alenco (the “Rollover Shares”) that were contributed separately to Ply Gem Prime Holdings, Inc., the new parent company of Ply Gem Investment Holdings, Inc., in exchange for shares of capital stock of Ply Gem Prime Holdings, Inc.). Immediately following the completion of the Alenco Acquisition, AWC became a wholly owned subsidiary of Ply Gem. The purchase price paid by Ply Gem was approximately $89.4 million of cash, which included $4.0 million in cash delivered by Ply Gem to an escrow agent to be held in escrow as security for the sellers’ indemnification and other obligations under the Securities Purchase Agreement, plus the repayment of approximately $31.3 million of outstanding indebtedness of Alenco. In connection with the Alenco Acquisition, certain members of Alenco management invested approximately $8.1 million in the capital stock of Ply Gem Prime Holdings, Inc.

Alenco is a leading vertically integrated manufacturer of aluminum and vinyl windows and doors, headquartered in Bryan, Texas. The Alenco Acquisition directly supports the Company’s national window strategy. Unless stated otherwise, information contained in this Form 10-K does not include Alenco.

Access to Company Information

The Company maintains a website with the address www.plygem.com. The Company is not including the information contained on the Company’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. The Company makes available through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as soon as reasonably practicable after the Company electronically files such material with, or furnishes such material to, the SEC.

Business Strategy

† Continued Market Share Gains. We intend to increase our market share in our siding, fencing, railing and decking products in the U.S. while growing our market share in our window and door products by expanding beyond our current core regional markets to support customers across the U.S. In the future we may support our national window supplier strategy through a combination of strategic acquisitions and/or greenfield operations. Additionally, our continued investments in product innovation and quality coupled with strong customer service further enhance our ability to capture market share in each of our markets. Furthermore, we believe there is substantial opportunity across our product families to cross-sell and bundle products to further leverage our channel partners and exclusive industry relationships. We have begun leveraging MW's strong relationships in its core geographic markets to increase sales of all of our products, including taking advantage of cross-selling opportunities to our customers and MW's customers. With our extensive manufacturing capabilities, product breadth and national distribution capabilities, we believe we can provide our customers with a cost-effective, single source from which to purchase their residential exterior building product needs.

† Expand Brand Coverage and Product Innovation. We intend to leverage the reputation of our brands for innovation and quality to fill in our product offerings and price points. In addition, we plan to maximize the value of our new product innovations and technologies by deploying best practices and manufacturing techniques across our product categories. For example, we believe our recent innovations and expertise in manufacturing composite materials for railing products have favorably positioned our siding and accessories products as the siding sector prepares for the introduction of composite materials. Ply Gem currently employs 26 research and development professionals dedicated to new product development, reformulation, product redesign and other manufacturing and product improvements.

† Further Improve Operating Efficiencies. While we have significantly improved our vinyl siding manufacturing cost structure over the last several years, we believe that there are further opportunities for improvement. We will continue to expand our efforts to vertically integrate certain raw materials including, PVC compound, used in window lineal production, as well as expanding our in-house window lineal production. In addition, we intend to introduce similar manufacturing improvements and best practices in our other product categories, including, for example, expansion of our virtual plant strategy to our windows manufacturing facilities. We also plan to optimize product development, sales and marketing, materials procurement, operations and administrative functions across all of our product categories. One significant opportunity involves leveraging total raw material expenditures to obtain volume discounts and minimize costs. In addition, the integration of our sales and marketing efforts across our product categories provides an ongoing opportunity to significantly improve sector penetration while lowering overall selling, general and administrative expense as a percentage of sales.

Industry Overview

Demand for exterior building products, including siding, fencing, railing and decking, and windows and doors, is primarily driven by repair and remodeling of existing homes and construction of new homes, which are affected by changes in national and local economic and demographic conditions, employment levels, availability of financing, interest rates, consumer confidence and other factors.

Home Repair and Remodeling. Since the early 1990’s, demand for home repair and remodeling has remained robust as a result of strong economic growth, low interest rates and favorable demographic trends. According to the U.S. Census Bureau, expenditures for maintenance, repairs, and improvements increased from $130.6 billion in 1994 to $142.9 billion in 1999 and $198.5 billion in 2004, representing a five and ten-year compound annual growth rate of 1.8% and 4.30%, respectively.

Leading drivers of home repair and remodeling expenditures include the age and size of the housing stock, the rate of existing home sales, home size and home ownership rates. According to the Census Bureau, the median age of the U.S. housing stock increased to approximately 32 years in 2003, up 28% from 25 years in 1990. Additionally, over the past fifteen years, the size of a typical new home has increased, with the current average at over 2,400 square feet. Home ownership has also been rising steadily over the past decade from 64.4% in 1992 to 69% in 2005.

New Home Construction. New home construction has experienced strong growth since the early 1990s. Between 1999 and 2005, housing starts increased at a compound annual growth rate of 3.8%. With steady growth in new housing starts, the number of U.S. housing units has increased from approximately 102.3 million in 1990 to 122.7 million in 2004.

New home construction continues to be supported by a favorable interest rate environment and strong demographic trends, as increasing immigration drives demand for starter homes, and maturing baby boomers seek second homes and trade-up properties. According to the Joint Center for Housing Studies of Harvard University, total new home construction between 2005 and 2015 is expected to reach 18.5-19.5 million units, as compared to 16.4 million units added in the 1990s. Although long-term indicators for new home construction remain favorable, the National Association of Home Builder’s (NAHB) is projecting single family housing starts to decline in 2006 from 2005 levels.

Description of Business

Financial information about our segments is included in the Notes to Consolidated and Combined Financial Statements.

Siding, Fencing, Railing and Decking Segment

In our siding, fencing, railing and decking segment, our principal products include vinyl siding and skirting, vinyl and aluminum soffit, aluminum trim coil, J-channels, wide crown molding, window and door trim, F-channels, H-molds, fascia, undersill trims and outside/inside corner posts. We sell our siding and accessories under our Variform and Napco brand names and under the Georgia-Pacific brand name through a private label program. We also sell our Providence line of vinyl siding and accessories to Lowe’s under our Durabuilt private label brand name. Our vinyl and vinyl-composite fencing, railing and decking products are sold under our Kroy brand name and under the Assurance and Kroy Express brand names. A summary of our product lines is presented below according to price point:

Specialty/Super Premium

· Nostalgia Series Shakes and Scallops (Variform)

· VictoriaHarbor (Variform)

· Cedar Select Shakes and Scallops (Napco)

· American “76” Collection (Napco)

· Rough Sawn Cedar (Georgia-Pacific)

· New World Scallops (Georgia-Pacific)

· Somerset (Georgia-Pacific)

· Board and Batten (Variform, Napco and Georgia-Pacific)

Premium

· Chatham Ridge (Georgia-Pacific)

· Timber Oak (Variform)

· Varigrain Preferred (Variform)

· American Splendor (Napco)

· Cedar Lane (Georgia-Pacific)

Standard

· Camden Pointe (Variform)

· American Herald (Napco)

· American Tradition (Napco)

· Nottingham(Variform)

· Ashton Heights(Variform)

· Heritage Hill (Georgia-Pacific)

· Forest Ridge (Georgia-Pacific)

· Shadow Ridge (Georgia-Pacific)

· Castle Ridge (Georgia-Pacific)

Economy

· Contractor’s Choice (Variform)

· American Comfort (Napco)

· Providence (Napco)

· Vision Pro (Georgia-Pacific)

Manufactured Housing

· Parkside (Georgia-Pacific)

· Oakside (Georgia-Pacific)

Customers and Distribution

We have a multi-channel distribution network that serves both the home repair and remodeling and new home construction sectors, which exhibit different, often counter-balancing, demand characteristics. In conjunction with our multiple brand and price point strategy, we believe our multi-channel distribution strategy enables us to increase our sales and sector penetration while minimizing channel conflict. We believe our strategy reduces our reliance on any one channel, which provides us with a greater ability to sustain our financial performance through economic fluctuations.

We sell our siding and accessories to specialty distributors (one-step distribution) and to wholesale distributors (two-step distribution). Our specialty distributors sell directly to remodeling contractors and builders. Our wholesale distributors sell to retail home centers and lumberyards who, in turn, sell to remodeling contractors, builders and consumers. In the wholesale channel we are the sole supplier of vinyl siding and accessories to BlueLinx (formerly a distribution operation of the Georgia-Pacific Corporation), the largest building products distributor in the U.S. Through BlueLinx and our BlueLinx dedicated, 21 person sales force, our Georgia-Pacific private label vinyl siding products are sold at major retail home centers, lumberyards and manufactured housing manufacturers. A portion of our siding and accessories is also sold directly to Lowe’s Home Improvement Centers under our Durabuilt brand name. Our growing customer base of fencing, railing and decking consists of distributors, retail home centers and lumberyards.

Our largest customer, BlueLinx, made up 40.6% of the net sales of our siding, fencing, railing and decking segment and 18.9% of our consolidated net sales for the year ended December 31, 2005. For the year ended December 31, 2004, BlueLinx made up 39.9% of the net sales of our siding, fencing, railing and decking segment and 24.3% of our consolidated net sales

Production and Facilities

Vinyl siding, skirting, soffit and accessories are manufactured in our Kearney, Missouri, Martinsburg, West Virginia, and Jasper, Tennessee facilities, while all metal products are produced in our Valencia, Pennsylvania facility. Our three vinyl siding plants will have the necessary capacity to support our planned sales growth in vinyl siding with the addition in 2006 of a new extruder at a cost of approximately $0.7 million, and the addition in 2007 of another extruder at a cost of approximately $1.5 million. The metal plant has sufficient capacity to support planned levels of sales growth for the foreseeable future. Our fencing, railing and decking products are currently manufactured at our York, Nebraska and Fair Bluff, North Carolina facilities. The fencing, railing and decking plants have sufficient capacity to support our planned sales growth for the foreseeable future. We expect our capital expenditures for our siding, fencing, railing and decking segment in the near future to remain consistent with our expenditures in past years.

Raw Materials and Suppliers

PVC resin and aluminum are major components in the production of our siding, fencing, railing and decking products and changes in PVC resin and aluminum prices have a direct impact on our cost of products sold. Historically, we have been able to pass on the price increases to our customers. The results of operations for individual quarters can be negatively impacted by a delay between the time of raw material cost increases and price increases that we implement in our products, or conversely can be positively impacted by a delay between the time of a raw material price decrease and competitive pricing moves that we implement.

Competition

We compete with other national and regional manufacturers of vinyl siding, fencing, railing and decking products. We believe we are one of the largest manufacturers of vinyl siding in North America, alongside CertainTeed, Owens Corning, Alcoa and Alside. We believe that we account for approximately 13% (during 2005) of the U.S. vinyl siding market. Significant growth in vinyl fencing, railing and decking has attracted many new entrants, and the sector today is very fragmented. Our fencing, railing and decking competitors include U.S. Fence, Homeland, Westech, Bufftech, Outdoor Technologies, Royal, Outdoor Fiberon and Trex. We generally compete on product quality, breadth of product offering, sales and service support. In addition to competition from other vinyl siding, fencing, railing and decking products, our products face competition from alternative materials: wood, metal, fiber cement and masonry siding. Increases in competition from other vinyl exterior building products manufacturers and alternative building materials could cause us to lose customers and lead to decreases in net sales.

Seasonality

Markets for our products are seasonal and can be affected by inclement weather conditions. Historically, our business has experienced increased sales in the second and third quarters of the year due to increased construction during those periods. Because a portion of our overhead and expenses are fixed throughout the year, our operating profits tend to be lower in the first and fourth quarter. Inclement weather conditions can affect the timing of when our products are applied or installed, causing delayed profit margins when such conditions exist.

We generally carry increased working capital during the first half of a fiscal year to support those months where customer demand exceeds production capacity. We believe that this is typical within the industry.

Backlog

Our siding, fencing, railing, and decking segment had a backlog of approximately $7.5 million at December 31, 2005, and approximately $9.2 million at December 31, 2004. We expect to fill 100% of the orders during 2006.

Windows and Doors Segment

In our windows and doors segment, our principal products include vinyl and wood windows and patio doors, as well as steel and fiberglass doors that serve both new home construction and the repair and remodeling sectors in the United States and Western Canada. Our windows and doors segment includes MW Manufacturers, Inc. (“MW”), Great Lakes Window, Inc. (“Great Lakes Window”), Napco Window Systems, Inc. (“Napco Window Systems”) and CWD Windows and Doors, Inc. (“CWD”) subsidiaries. We sell our windows and doors under our MW, Patriot, Twin Seal, Great Lakes, Ply Gem, Uniframe, Grandview, Seabrooke, Bayshore, Napco and CWD brand names. A summary of our product lines is presented below according to price point:

Specialty/Super Premium

· Uniframe (Great Lakes)

Premium

· Freedom (MW)

· Ply Gem Lifestyles (Great Lakes)

· Great Lakes Seabrooke (Great Lakes)

· Grandview 4000 & 5000 (Great Lakes)

· MW 1400 (Great Lakes)

· Ambassador (CWD)

· Regency (CWD)

Standard

· Jefferson (MW)

· Classic (MW)

· TwinSeal (MW)

· Bayshore (Great Lakes)

· Grandview 3000 (Great Lakes)

· MW 1300 (Great Lakes)

· Napco Premium 3000 (NWS)

· Napco Premium 2000 (NWS)

· Premier (CWD)

· Diplomat (CWD)

· Envoy (CWD)

Economy

· Napco Prime (NWS)

· Consul (CWD)

· Patriot (MW)

The breadth of our product lines and our multiple brand and price point strategy enable us to target all areas of the sectors, including multiple distribution channels (wholesale, retail and builder direct) and end sectors (home repair and remodeling and new home construction), with minimal channel conflict. In early 2006, Great Lakes will expand marketing of the MW 1300 & 1400 replacement window series to existing MW customers. This program was piloted in the fourth quarter of 2005 in the Midwest region of the country, utilizing the existing MW sales organization. A broad roll out in core MW markets took place in the first quarter of 2006.

Customers and Distribution

Our domestic windows and doors product lines are sold for use in new home construction and home repair and remodeling through a highly diversified customer base, which includes for our MW product lines independent building material dealers, regional/national lumberyard chains, builders direct/OEMs, retail home centers. MW operates a network of vertically integrated production and distribution facilities located in Virginia, New Jersey, Mississippi and North Carolina. Our Great Lakes Window and Napco product lines are sold through dealers and distributors. Dealers typically market directly to homeowners or contractors in connection with remodeling requirements while distributors concentrate on local independent retailers. In Canada, sales of CWD product lines in the new construction market are predominantly made through direct sales to builders and contractors, while sales in the renovation market are made primarily through retail lumberyards. CWD products are distributed through seven distribution centers.

Our three largest customers, NV Ryan, Builders FirstSource and Stock Builders Supply, each represented 9.0%, 7.7% and 5.7% of the sales of our windows and doors segment in 2005 respectively.

Production and Facilities

Our windows and doors manufacturing facilities have benefited from our continued investment and commitment to product development and product quality combined with increasing integration of best practices across our product offerings. In addition, beginning in 2003, MW significantly lowered its manufacturing cost basis by expanding its existing in-house capacity to extrude vinyl lineals used in the production of windows. During 2003 and 2004 MW purchased six new lineal extruders which more than doubled its previous lineal production capacity. Management is currently expanding vinyl lineal production to produce lineals for Great Lakes Window at a lower cost than the price that Great Lakes Window currently pays for its lineal needs. By the end of 2006 over 80% of Great Lakes Window’s vinyl extrusion lineal profiles will be supplied by MW. Additionally, in 2005, the siding, fencing, railing and decking segment began supplying MW with material (specifically PVC resin compound for window lineal production) at a lower cost than currently paid by MW. The facilities can further expand capacity in a cost effective manner by expanding production shifts. Ongoing capital investments will focus upon new product development, expanding lineal production capacity and equipment maintenance and improvement.

Raw Materials and Suppliers

PVC compound, wood and glass are major components in the production of our window and door products. Historically changes in PVC compound and wood prices have had the most significant impact on our material cost of products sold in our windows and doors segment. As a result of supplying MW’s PVC compound needs through our siding, fencing, railing and decking segment, management has reduced the production cost of window lineals at MW. Great Lakes will benefit from the reduced cost of lineals produced in MW’s extrusion facility (approximately 40% of usage in 2006). It is anticipated that MW will supply all of Great Lakes major profile needs by 2007.

MW, Great Lakes, Napco Window Systems, and CWD have significantly consolidated glass purchases to take advantage of strategic sourcing savings opportunities.

Competition

The vinyl windows and patio doors sector in the U.S. and Canada is highly fragmented, comprised primarily of local and regional manufacturers. Our competitors include MI Home Products, Silverline Building Products, Simonton Windows, Milgard Manufacturing, Inc. (Masco Corp.) and Atrium. We generally compete on service, product performance, sales and support and our products are competitively priced. We also face competition from alternative materials, primarily wood and aluminum.

Seasonality

Markets for our products are seasonal and can be affected by inclement weather conditions. Historically, our business has experienced increased sales in the second and third quarters of the year due to increased construction during those periods. Accordingly, our working capital is typically higher in the second and third quarters as well. Because much of our overhead and expense are fixed throughout the year, our operating profits tend to be lower in the first and fourth quarter. Inclement weather conditions can affect the timing of when our products are applied or installed, causing delayed profit margins when such conditions exist.

Because we have successfully implemented lean manufacturing techniques and many of our windows and doors are made to order, inventories in our windows and doors segment do not change significantly with seasonal demand.

Backlog

Our windows and doors segment had a backlog of approximately $17.6 million at December 31, 2005, and approximately $14.9 million at December 31, 2004. We expect to fill 100% of the orders during 2006.

Environmental and Other Regulatory Matters

We are subject to Canadian and U.S. federal, state, provincial and local environmental laws and regulations that relate to the presence of hazardous materials, pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites, and protection of worker health and safety. From time to time, our facilities are subject to investigation by environmental regulators. We believe that our current operations are in substantial compliance with all applicable environmental laws and that we maintain all material permits required to operate our business.

Based on available information, we do not believe that any known compliance obligations, claims, releases or investigations will have a material adverse effect on our results of operations, cash flows or financial position. However, there can be no guarantee that these or newly discovered matters or any inability to enforce available indemnification agreements we have with Nortek under the stock purchase agreement governing the Ply Gem Acquisition and Alcan Aluminum Corporation (an indemnity we received when we purchased our York, Nebraska facility from Alcan Aluminum Corporation in 1998) will not result in material costs.

Under the Stock Purchase Agreement governing the MW Acquisition, the MW Sellers have agreed to indemnify us for the first $250,000 in costs of compliance with the New Jersey Industrial Site Recovery Act at an MW facility in Hammonton, New Jersey and for 75% of any such costs in excess of $250,000 but less than $5.5 million. MW’s Rocky Mount, Virginia property is subject to an environmental investigation pursuant to the Virginia Voluntary Remediation Program, relating to contamination derived from operations prior to the sale of the stock of MW by U.S. Industries, Inc. U.S. Industries, Inc. assumed the obligations to conduct such investigation and to indemnify us, inter alia, with respect to all liabilities for environmental contamination at the Rocky Mount property when it sold MW’s stock to Fenway Partners in 1995.

We voluntarily comply with the Vinyl Siding Institute, (“VSI”), Certification Program with respect to our vinyl siding and accessories. Prior to 1998, there was no commonly-adopted industry certification process for vinyl siding products. Uniform minimum standards were available, but uniform compliance was not assured. In 1998, the VSI, under the leadership of our President and Chief Executive Officer, Lee Meyer, at that time the Chairman of the VSI, instituted a new industry-wide program to assure compliance with minimum product standards. All major vinyl siding manufacturers, representing over 95% of all products, now comply with these guidelines.

Under the VSI Certification Program, third party verification and certifications, provided by Architectural Testing, Inc., (“ATI”) is used to ensure uniform compliance with the minimum standards set by the American Society for Testing and Materials, (“ASTM”). Those products compliant with ASTM specifications for vinyl siding will perform satisfactorily in virtually any environment. ATI initially inspects all qualifying products for compliance and inspects plants to assure effective quality control programs. In addition, compliance with advertised specifications is verified. All manufacturing plants are inspected bi-annually during unannounced visits to monitor compliance. Upon certification, products are added to the official VSI list of certified products and are eligible to bear the official VSI certification logo.

Employees

As of December 31, 2005, we had approximately 4,600 full-time employees worldwide, of whom approximately 4,100 were in the United States and approximately 500 were in Canada. Employees at our Valencia and Sarver, Pennsylvania plants are currently our only employees with whom we have a collective bargaining agreement. Approximately 5.5% of our employees are represented by the United Steelworkers of America, AFL-CIO-CLC, pursuant to a collective bargaining agreement that expires on November 30, 2006, for the Valencia, PA employees and an agreement that expires on December 31, 2010 for the Sarver, PA employees. In December 2005, the Alberta Labour Relations Board certified the results of an election at our CWD Windows and Doors production facility in Calgary, Alberta Canada in which the hourly employees voted to be represented by the United Brotherhood of Carpenters and Joiners of America (the “Carpenters Union”). CWD will be negotiating an initial contract with the Carpenters Union during the first half of 2006. Management does not expect CWD’s negotiations and initial contract with the Carpenters Union to have a material impact on the business.

Financial Information about Geographic Areas

All of the Company’s operations are located in the United States and Canada. Revenue from external customers for the year 2005 consists of:

$775.8 million from United States customers
$58.2 million from Canadian customers
$4.9 million from all other foreign customers

Revenue from external customers for the combined 2004 periods of January 1 to February 11, 2004 and January 23 to December 31, 2004, consists of:

$574.7 million from United States customers
$48.9 million from Canadian customers
$2.9 million from all other foreign customers

Revenue from external customers for the combined 2003 periods of January 1 to January 9, 2003 and January 10 to December 31, 2003, consists of:

$483.0 million from United States customers
$46.5 million from Canadian customers
$1.9 million from all other foreign customers

At December 31, 2005, long-lived assets totaled approximately $43.6 million in Canada and $835.9 million in the United States. We are exposed to risks inherent in any foreign operation, including foreign exchange rate fluctuations.

Item 1A. RISK FACTORS

Risks Associated with Our Business

The substantial level of our indebtedness may limit our cash flow available to invest in the ongoing needs of our business.

We have substantial indebtedness. As of December 31, 2005, we had approximately $637.5 million of indebtedness outstanding and up to $70.0 million of additional borrowing capacity under the revolving portion of our senior credit facilities. Under the covenants in the indenture and its senior credit facilities, Ply Gem Industries could have incurred additional indebtedness of up to $84.6 million as of December 31, 2005.

Our high level of indebtedness could have important consequences. For example, it could:

· make it more difficult for us to satisfy our obligations on the senior subordinated notes;

· make it more difficult for us to satisfy our obligations under the senior credit facilities, exposing us to the risk of defaulting on our secured debt which could result in a foreclosure on our assets, which in turn would negatively affect our ability to operate as a going concern;

· require us to dedicate a substantial portion of our cash flow from operations to interest and principal payments on our indebtedness, reducing the availability of our cash flow for other purposes, such as capital expenditures, acquisitions and working capital;

· limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

· increase our vulnerability to general adverse economic and industry conditions;

· place us at a disadvantage compared to our competitors that have less debt;

· expose us to fluctuations in the interest rate environment because the interest rates of our senior credit facilities are at variable rates; and

· limit our ability to borrow additional funds.

We expect to obtain the money to pay our expenses, fund working capital and capital expenditures, and to pay the interest on the senior subordinated notes, senior credit facilities and other debt from cash flow from our operations and from Ply Gem Industries’ existing and available borrowings under its senior credit facilities. Our ability to meet our expenses thus depends on our future performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the industry in which we operate and competitive pressures. Our cash flow may not be sufficient to allow us to pay principal and interest on our debt (including the senior subordinated notes) and to meet our other obligations. If we do not have enough money, we may be required to refinance all or part of our existing debt (including the senior subordinated notes), sell assets or borrow more money. We may not be able to do so on terms acceptable to us or at all. In addition, the terms of existing or future debt agreements, including the senior credit facilities and the indenture governing the notes, may restrict us from adopting any of these alternatives. The failure to generate sufficient cash flow or to achieve such alternatives could reduce the value of the senior subordinated notes and limit our ability to pay principal of and interest on the notes.

The indenture for the senior subordinated notes and the senior credit facilities impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities.

The indenture for the senior subordinated notes and senior credit facilities impose significant operating and financial restrictions on us. These restrictions will limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, make investments, sell assets, incur certain liens, enter into agreements restricting our subsidiaries’ ability to pay dividends, or merge or consolidate. In addition, the senior credit facilities require Ply Gem Industries to maintain specified financial ratios. These covenants prevent us from financing our future operations or capital needs or pursuing available business opportunities. A breach of any of these covenants or an inability to maintain the required financial ratios could result in a default under the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness.

We face competition from other vinyl exterior building products manufacturers and alternative building materials. If we are unable to compete successfully, we could lose customers and our sales could decline.

We compete with other national and regional manufacturers of vinyl exterior building products. Some of these companies are larger and have greater financial resources than we do. Accordingly, these competitors may be better able to withstand changes in conditions within the industries in which we operate and may have significantly greater operating and financial flexibility than we do. These competitors could take a greater share of sales and cause us to lose business from our customers. Additionally, our products face competition from alternative materials: wood, metal, fiber cement and masonry in siding, and wood and aluminum in windows. An increase in competition from other vinyl exterior building products manufacturers and alternative building materials could cause us to lose our customers and lead to decreases in net sales.

Downturns in the home repair and remodeling and new home construction sectors or the economy could lower the demand for, and pricing of, our products, which in turn could cause our net sales and net income to decrease.

The home repair and remodeling and new home construction sectors may be significantly affected by changes in economic and other conditions such as gross domestic product levels, employment levels, demographic trends and consumer confidence. These factors can lower the demand for and pricing of our products. More specifically, for example, demand for home repair and remodeling products may be adversely affected by material increases in interest rates and the reduced availability of financing for home improvements. Any deterioration in these factors could cause our net sales and net income to decrease.

Changes in the costs and availability of raw materials, especially PVC resin and aluminum, can decrease our profit margin by increasing our costs.

Our principal raw materials, PVC resin and aluminum, have been subject to rapid price changes, particularly PVC resin in 2004 and 2005. While we have historically been able to substantially pass on significant PVC resin and aluminum cost increases through price increases to our customers, our results of operations for individual quarters can be and have been hurt by a delay between the time of PVC resin and aluminum cost increases and price increases in our products. While we expect that any significant future PVC resin and aluminum cost increases will be offset over time by price increases to our customers, we may not be able to pass on any future price increases.

Because we depend on a core group of significant customers, our sales, cash flows from operations and results of operations may decline if our key customers reduce the amount of products they purchase from us.

Our top ten customers accounted for approximately 42.3% of our net sales in the year ended December 31, 2005. Our largest customer, BlueLinx, formerly a distribution operation of the Georgia-Pacific Corporation, distributes our vinyl siding and accessories through multiple channels within its building products distribution business, and accounted for approximately 18.9% of our 2005 net sales. We expect a small number of customers will continue to account for a substantial portion of our net sales for the foreseeable future.

The loss of or a significant adverse change in our relationships with BlueLinx or any other major customer could cause a material decrease in our net sales. We expect our relationship with BlueLinx to continue.

The loss of, or a reduction in orders from, any significant customers, losses arising from customers’ disputes regarding shipments, fees, merchandise condition or related matters, or our inability to collect accounts receivable from any major retail customer could cause a decrease in our net income and our cash flow. In addition, revenue from customers that have accounted for significant revenue in past periods, individually or as a group, may not continue, or if continued, may not reach or exceed historical levels in any period.

Our business is seasonal and can be affected by inclement weather conditions which could affect the timing of the demand for our products and cause reduced profit margins when such conditions exist.

Markets for our products are seasonal and can be affected by inclement weather conditions. Historically, our business has experienced increased sales in the second and third quarters of the year due to increased construction during those periods. Because much of our overhead and expense are fixed throughout the year, our operating profits tend to be lower in the first and fourth quarters. Inclement weather conditions can affect the timing of when our products are applied or installed, causing reduced profit margins when such conditions exist.

If we are unable to meet future capital requirements our product offering may become dated, our productivity may decrease and the quality of our products decline, which, in turn, could reduce our sales and profitability.

We periodically make capital investments to, among other things, maintain and upgrade our facilities and enhance our production processes. As we grow our businesses, we may have to incur significant capital expenditures. If we do not have, or are unable to obtain adequate funds to make all necessary capital expenditures when required, or if the amount of future capital expenditures are materially in excess of our anticipated or current expenditures, our product offering may become dated, our productivity may decrease and the quality of our products may decline, which, in turn, could reduce our sales and profitability.

Increases in the cost of labor, union organizing activity and work stoppages at our facilities or the facilities of our suppliers could delay or impede our production, reduce sales of our products and increase our costs.

Our financial performance is affected by the availability of qualified personnel and the cost of labor. Currently, approximately 5.5% of our employees are represented by labor unions. In December 2005, the hourly employees at our CWD Windows and Doors production facility in Calgary, Alberta voted to be represented by the United Brotherhood of Carpenters and Joiners of America and CWD will be negotiating the initial contract during the first half of 2006. We are subject to the risk that strikes or other types of conflicts with personnel may arise or that we may become a subject of union organizing activity. Furthermore, some of our direct and indirect suppliers have unionized work forces. Strikes, work stoppages or slowdowns experienced by these suppliers could result in slowdowns or closures of facilities where components of our products are manufactured. Any interruption in the production or delivery of our products could reduce sales of our products and increase our costs.

We may be subject to claims arising from Ply Gem Industries’ former operations as a Nortek subsidiary, including claims arising from disposal of operations. Nortek may not have the ability to fulfill its indemnification obligations to us in connection with the Ply Gem Acquisition, in which case, we would be liable for these claims.

Under the terms of the stock purchase agreement governing the Ply Gem Acquisition, Nortek has agreed to indemnify us for liabilities arising from its former ownership or operations of subsidiaries or properties where such ownership or operation ceased prior to the completion of the Ply Gem Acquisition, including environmental liabilities, liabilities arising in connection with certain leases, product liability and other litigations, benefit plans, and for certain other liabilities. Our ability to seek indemnification from Nortek is, however, limited by the strength of Nortek’s own financial condition, which could change in the future. These liabilities could be significant, and if we are unable to enforce the Nortek indemnification obligations, could make it difficult to pay the interest or principal amount of the notes when due. Nortek has covenanted to use their reasonable commercial efforts to novate certain sale and lease contracts relating to discontinued operations, thereby removing us and our affiliates from certain indemnification obligations thereunder, which obligations we retained in connection with the sales of certain of our businesses. Accordingly, during 2004 Nortek successfully novated four sale contracts relating to our discontinued operations, including our disposition of Hoover Treated Wood Products, Inc., Sagebrush Sales, Peachtree Doors and Windows and SNE Enterprises. As a consequence, we are no longer responsible for any indemnification obligations to the buyers of these former operations. Nortek has also covenanted that after the Ply Gem Acquisition, it will not dispose of all or substantially all of its property and assets in a single transaction or series of related transactions, unless the acquirer of either its residential building products segment or HVAC segment (whichever is sold first) assumes all of Nortek’s obligations (including Nortek’s indemnification obligations) under the stock purchase agreement.

We may be subject to claims arising from MW’s operations prior to the MW Acquisition. Our ability to seek indemnification from the MW Sellers is limited, and may not cover these claims, in which case, we would be liable for these claims.

We completed the MW Acquisition during 2004. Our ability to seek indemnification from Investcorp and the other selling stockholders of MWM Holding is restricted to breaches of a limited amount of corporate representations and warranties, and for the first $250,000 in costs of compliance by MW with the New Jersey Industrial Site Recovery Act at an MW facility in Hammonton, New Jersey and for 75% of any such costs in excess of $250,000 but less than $5.5 million resulting from the compliance by MW with that same act.

We could face potential product liability claims relating to products we manufacture.

Our historical product liability claims have not been material and while management is not aware of any material product liability issues, we do face an inherent business risk of exposure to product liability claims in the event that the use of any of our products results in personal injury or property damage. In the event that any of our products prove to be defective, among other things, we may be responsible for damages related to any defective products and we may be required to recall or redesign such products. Because of the long useful life of our products, it is possible that latent defects might not appear for several years. Any insurance we maintain may not continue to be available on terms acceptable to us or such coverage may not be adequate for liabilities actually incurred. Further, any claim or product recall could result in adverse publicity against, us, which could cause our sales to decline, or increase our costs.

We are dependent on certain key personnel, the loss of whom could materially affect our financial performance and prospects.

Our continued success depends to a large extent upon the continued services of our senior management and certain key employees. We have entered into various equity-based compensation agreements with our senior executives, including Messrs. Meyer, Wayne, Morstad, and Montgomery, designed to encourage their retention. Each member of our senior management team has substantial experience and expertise in our industry and has made significant contributions to our growth and success. We do face the risk, however, that members of our senior management may not continue in their current positions and the loss of the services of any of these individuals could cause us to lose customers and reduce our net sales, lead to employee morale problems and/or the loss of key employees, or cause disruptions to our production. Also, we may be unable to find qualified individuals to replace any of the senior executive officers who leave our company.

On November 4, 2005, Ply Gem announced that Lee Meyer, Ply Gem’s President and Chief Executive Officer since 2002, informed the Board of Directors of his intention to retire in 2006. Mr. Meyer will remain with the Company until his successor has been identified. Additionally, Mr. Meyer’s services will be retained on an advisory basis for an extended period and Mr. Meyer will maintain a significant financial and equity interest in the Company following his retirement. The Company does not anticipate any material adverse effect from Mr. Meyer’s retirement.

Interruptions in deliveries of raw materials or finished goods could adversely affect our production and increase our costs, thereby decreasing our profitability.

Our dependency upon regular deliveries from particular suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate suppliers could be made. If any of our suppliers were unable to deliver materials to us for an extended period of time, as the result of financial difficulties, catastrophic events affecting their facilities or other factors beyond our control, or if we were unable to negotiate acceptable terms for the supply of materials with these or alternative suppliers, our business could suffer. We may not be able to find acceptable alternatives, and any such alternatives could result in increased costs for us. Even if acceptable alternatives were found, the process of locating and securing such alternatives might be disruptive to our business. Extended unavailability of a necessary raw material or finished good could cause us to cease manufacturing one or more of our products for a period of time.

Environmental requirements may impose significant costs and liabilities on us.

Our facilities are subject to numerous U.S. and Canadian federal, state, provincial and local laws and regulations relating to the presence of hazardous materials, pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites and protection of worker health and safety. From time to time, our facilities are subject to investigation by governmental regulators. We believe we are in material compliance with all applicable requirements of such laws and regulations. However, our efforts to comply with environmental requirements do not remove the risk that we may be held liable, or incur fines or penalties, and that the amount of liability, fines or penalties may be material, for, among other things, releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite disposal location, or for newly-discovered contamination at any of our properties from activities conducted by previous occupants. Certain environmental laws impose strict, and under certain circumstances joint and several, liability for the cost of addressing releases of hazardous substances upon certain classes of persons, including site owners or operators and persons that disposed or arranged for the disposal of hazardous substances at contaminated sites. Under the stock purchase agreement governing the Ply Gem Acquisition, our former parent, Nortek, has agreed to indemnify us for any such liabilities arising from our former ownership or operation of subsidiaries or properties where such ownership or operation ceased prior to the completion of the Ply Gem Acquisition and for certain other properties. Our ability to seek indemnification from Nortek is, however, limited by the strength of Nortek’s own financial condition. Nortek has also covenanted that after the Ply Gem Acquisition, it will not dispose of all or substantially all of its property and assets in a single transaction or series of related transactions, unless the acquirer of either its residential building products segment or HVAC segment (whichever is sold first) assumes all of Nortek’s obligations (including Nortek’s indemnification obligations) under the stock purchase agreement.

We are currently involved in environmental proceedings involving CWD Windows and Doors, Inc. (arising from subsurface contamination discovered at our Calgary, Alberta property), and we may in the future be subject to environmental proceedings involving Thermal-Gard, Inc. (arising from groundwater contamination in Punxsutawney, Pennsylvania) and Kroy Building Products, Inc. (relating to contamination in a drinking water well in York, Nebraska). Under the stock purchase agreement governing the Ply Gem Acquisition, Nortek is to indemnify us for fifty percent of any liability in excess of $750,000 with respect to the Calgary contamination and to indemnify us fully for any liability in connection with the Punxsutawney contamination. Alcan Aluminum Corporation assumed the obligation to indemnify us with respect to all liabilities for environmental contamination of the York property when it sold us the property in 1998. Our former subsidiary, Hoover Treated Wood Products, Inc., is involved in an environmental proceeding in connection with a contaminated landfill site in Thomson, Georgia. While we had assumed an obligation to indemnify the purchaser of our former subsidiary when we sold Hoover Treated Wood Products, Inc., our obligation has been novated and assumed by Nortek.

Under the stock purchase agreement governing the MW Acquisition, the MW Sellers have agreed to indemnify us for the first $250,000 in costs of compliance with the New Jersey Industrial Site Recovery Act at an MW facility in Hammonton, New Jersey and for 75% of any such costs in excess of $250,000 but less than $5.5 million. MW’s Rocky Mount, Virginia property is subject to an environmental investigation pursuant to the Virginia Voluntary Remediation Program, relating to contamination derived from operations prior to the sale of the stock of MW by U.S. Industries, Inc. U.S. Industries, Inc. assumed the obligations to conduct such investigation and to indemnify us, inter alia, with respect to all liabilities for environmental contamination at the Rocky Mount property when it sold MW’s stock to Fenway Partners in 1995.

Changes in environmental laws and regulations or in their enforcement, the discovery of previously unknown contamination or other liabilities relating to our properties and operations or the inability to enforce the indemnification obligations of Nortek, the MW Sellers and U.S. Industries, Inc. could result in significant environmental liabilities which could make it difficult to pay the interest or principal amount of the notes when due. In addition, we might incur significant capital and other costs to comply with increasingly stringent U.S. or Canadian environmental laws or enforcement policies which would decrease our cash flow available to service our indebtedness.

Manufacturing or assembly realignments may result in a decrease in our near-term earnings, until the expected cost reductions are achieved, due to the costs of implementation.

We continually review our manufacturing and assembly operations and sourcing capabilities. Effects of periodic manufacturing realignments and cost savings programs could result in a decrease in our near-term earnings until the expected cost reductions are achieved. Such programs may include the consolidation and integration of facilities, functions, systems and procedures. Such actions may not be accomplished as quickly as anticipated and the expected cost reductions may be not achieved or sustained.

We rely on a variety of intellectual property rights. Any threat to, or impairment of, these rights could cause us to incur costs to defend these rights.

As a company that manufactures and markets branded products, we rely heavily on trademark and service mark protection to protect our brands. We have a significant number of issued patents and rely on copyright protection for certain of our technologies. These protections may not adequately safeguard our intellectual property and we may incur significant costs to defend our intellectual property rights, which may harm our operating results. There is a risk that third parties, including our current competitors, will infringe on our intellectual property rights, in which case we would have to defend these rights. There is also a risk that third parties, including our current competitors, will claim that our products infringe on their intellectual property rights. These third parties may bring infringement claims against us or our customers.

Item 2. PROPERTIES

Our corporate headquarters are located in Kearney, Missouri. We own and lease several additional properties in the U.S. and Canada. We operate the following facilities as indicated.

Location	Square Footage	Facility Use

Siding, Fencing, Railing and Decking Segment
Jasper, TN (2)	270,000	Manufacturing and Administration
Fair Bluff, NC (1)	200.000	Manufacturing and Administration
Kearney, MO (1)	187,000	Manufacturing and Administration
Valencia, PA (1)	175,000	Manufacturing and Administration
Martinsburg, WV (1)	163,000	Manufacturing and Administration
Martinsburg, WV (3)	124,000	Warehouse
York, NE (1)	79,000	Manufacturing
Cary, NC (4)	4,470	Administration

Windows and Doors Segment
Calgary, AB, Canada (1)	301,000	Manufacturing and Administration
Toledo, OH (1)	301,000	Manufacturing and Administration
Sarver, PA	119,000	Manufacturing and Administration
Rocky Mount, VA (1)	684,000	Manufacturing and Administration
Rocky Mount, VA (1)	160,000	Manufacturing
Hammonton, NJ	355,000	Manufacturing and Administration
Tupelo, MS	200,000	Manufacturing and Administration
Fayetteville, NC	221,000	Manufacturing

(1) These properties are included in long-term leases entered into as a result of a sale/leaseback

agreement entered into in August 2004 as part of the funding for the purchase of MWM Holding.

(2) The lease for this facility expires on February 1, 2017.

(3) The lease for this facility expires on January 14, 2008.

(4) The lease for this office facility expires November 2006.

Item 3. LEGAL PROCEEDINGS

From time to time, we may be involved in litigation relating to claims arising out of our operations. As of December 31, 2005, we were not a party to any material legal proceedings.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of equity holders.

PART II

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is no established trading market for the common stock of Ply Gem Holdings, Inc.

Holders

As of March 27, 2006 there was one holder of record of the common equity securities of Ply Gem Holdings, Inc.

Dividends

See “Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information on the Company’s securities authorized for issuance under the Company’s equity compensation plans.

Item 6. SELECTED FINANCIAL DATA

The following financial data set forth below is for the five-year period ended December 31, 2005. The audited data for the Pre-Nortek Recapitalization period from January 1, 2001 through January 9, 2003, (the “Nortek Recapitalization”) has been prepared on different bases of accounting due to the Recapitalization of our former parent Nortek, which took place on January 10, 2003, and therefore is not directly comparable to subsequent periods. The periods presented during calendar 2004 provide the operating results of Ply Gem Industries from the beginning of the year, January 1, 2004, until the date of the Ply Gem Acquisition, February 12, 2004, as well as of Ply Gem Holdings, Inc. from the date of inception of January 23, 2004 through December 31, 2004. Subsequent to the acquisition, the financial statements presented are on a different basis of accounting. Therefore, they are not directly comparable to preceding periods. Our results of operations for the period ended December 31, 2004 include the results of MWM Holding, Inc., from August 27, 2004, the date of acquisition, through December 31, 2004, as MWM Holding , Inc. was acquired on August 27, 2004. The data should be read in conjunction with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated and combined financial statements, related notes and other financial information included elsewhere in this report.

	Consolidated				Combined
					Ply Gem Industries, Inc.
	Ply Gem Holdings, Inc.				Post-Nortek				Pre-Nortek
					Recapitalization				Recapitalization

	For the		Jan. 23,		Jan. 1,		Jan. 10,		Jan. 1,		For the		For the
	Year ended		2004 to		2004 to		2003 to		2003 to		Year ended		Year ended
	Dec. 31,		Dec. 31,		Feb. 11,		Dec. 31,		Jan. 9,		Dec. 31,		Dec. 31,
	2005		2004		2004		2003		2003		2002		2001

Summary of Operations
Net Sales	$	838,868	$	585,945	$	40,612	$	522,565	$	8,824	$	508,953	$	484,973
Income (loss) from continuing operations (1)		20,225		17,682		(3,350)		11,000		(900)		15,800		6,800

Total assets		1,049,998		1,104,299		N/A		503,368		N/A		574,354		715,744
Long-term borrowings		635,776		702,930		N/A		423,161		N/A		425,762		480,227

(1) In January 2002, the Company adopted SFAS No. 142 “Goodwill and Other Intangible Assets”. Under this statement, goodwill and intangible assets determined to have an indefinite useful life are no longer amortized. Income (loss) from continuing operations includes amortization expense for goodwill of approximately $7.4 million, net of tax, for the year ended December 31, 2001.

See the Notes to the consolidated and combined Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included elsewhere herein regarding the effect on operating results of acquisitions and other matters.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations is intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure and business developments for the periods covered by the consolidated and combined financial statements included in this Annual Report on Form 10-K. This discussion should be read in conjunction with, and is qualified by reference to, the other related information including, but not limited to, the audited consolidated and combined financial statements (including the notes thereto and the independent registered public accounting firm’s report thereon), and the description of our business, all as set forth in this Annual Report on Form 10-K, as well as the risk factors discussed below and in Item 1A.

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” See “Cautionary Statement with Respect to Forward-Looking Statements” and “Risk Factors.”

General

Ply Gem Holdings, a wholly owned subsidiary of Ply Gem Investment Holdings, Inc., was incorporated on January 23, 2004 for the purpose of acquiring Ply Gem Industries, Inc. from Nortek (the “Ply Gem Acquisition”). The Ply Gem Acquisition was completed on February 12, 2004, when Nortek sold Ply Gem Industries, to Ply Gem Holdings, pursuant to the terms of the Stock Purchase Agreement among Ply Gem Investment Holdings, Inc. and Nortek, Inc. and WDS LLC dated as of December 19, 2003, as amended. Prior to February 12, 2004, the date of the Ply Gem Acquisition, Ply Gem Holdings had no operations and Ply Gem Industries was a wholly-owned subsidiaryof WDS LLC, which was a wholly-owned subsidiary of Nortek.

On August 27, 2004 Ply Gem Industries acquired all of the outstanding shares of capital stock of MWM Holding, in accordance with a stock purchase agreement entered into among Ply Gem, MWM Holding and the selling stockholders in the MW Acquisition. The accompanying financial statements include the operating results of MWM Holding for the period of August 27, 2004, the date of acquisition, through December 31, 2005.

On January 9, 2003, Nortek Holdings, the former indirect parent or Ply Gem Industries, Inc., was acquired by certain affiliates and designees of Kelso & Company L.P. and certain members of management of our former parent, Nortek. Ply Gem Industries, Inc., its subsidiaries and CWD Windows and Doors, a division of Broan-Nutone Canada, Inc., Nortek and Nortek Holdings accounted for the Nortek Recapitalization as a purchase in accordance with the provisions of Statement of Financial Accounting Standards No. 141, “Business Combinations,” which resulted in a new valuation for the assets and liabilities of Nortek Holdings and its subsidiaries (including us) based upon their estimated fair values as of the date of the Nortek Recapitalization.

We are a holding company with no operations or assets of our own other than the capital stock of our subsidiaries. The terms of Ply Gem Industries’ credit facility place restrictions on its ability to pay dividends and otherwise transfer assets to us. Further, the terms of the indenture governing Ply Gem Industries' senior subordinated notes place restrictions on the ability of Ply Gem Industries and our other subsidiaries to pay dividends and otherwise transfer assets to us.

Financial statement presentation

Net Sales. Net sales represent the fixed selling price of our products plus certain shipping charges less applicable provisions for discounts and allowances. Allowances include cash discounts, volume rebates and gross returns among others.

Cost of products sold. Cost of products sold includes direct material and manufacturing costs, manufacturing depreciation, third-party and in-house delivery costs and product warranty expense.

Selling, general and administrative expense. Selling, general and administrative expense (“SG&A expense”) includes all non-product related operating expenses, including selling, marketing, research and development costs, information technology and other general and administrative expenses.

Operating earnings. Operating earnings represents net sales less cost of products sold, SG&A expense and amortization of intangible assets.

Comparability. The data for the Pre-Nortek Recapitalization period from January 1, 2003 through January 9, 2003 has been prepared on a different basis of accounting due to our former parent’s (Nortek) Recapitalization which took place on January 9, 2003 and therefore is not directly comparable to the post-Nortek Recapitalization information presented. The data presented for the year ended December 31, 2003 includes data prepared using a different basis of accounting for the Pre-Nortek Recapitalization period from January 1, 2003 to January 9, 2003 and the Post-Nortek Recapitalization period from January 10, 2003 to December 31, 2003, and therefore those periods are not directly comparable. In addition, the data presented for the year ended December 31, 2004 includes predecessor data for Ply Gem Industries, Inc. from January 1, 2004 to February 11, 2004 and successor data for Ply Gem Holdings, Inc. from January 23, 2004 to December 31, 2004 and therefore those periods are not directly comparable. In addition, during the period January 23, 2004 (inception) through February 11, 2004, Ply Gem Holdings, Inc., which ultimately acquired Ply Gem Industries, Inc., conducted no operations. The Pre-Nortek Recapitalization and Post-Nortek Recapitalization periods were prepared using different bases of accounting and therefore are not directly comparable. All periods after the MW Acquisition in August 2004 include the results of operations of MWM Holding.

Impact of commodity pricing

Our principal raw materials, PVC resin and aluminum, have historically been subject to rapid price changes. We have in the past been able to pass on a substantial portion of significant cost increases through price increases to our customers. Our results of operations for individual quarters can and have been impacted by a delay between the time of PVC resin and aluminum cost increases and decreases and related price changes that we implement in our products.

Impact of weather

Since our building products are intended for exterior use, our sales and operating earnings tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year historically result in that quarter producing significantly less sales revenue than in any other period of the year. As a result, we have historically had lower profits or losses in the first quarter, and reduced profits in the fourth quarter of each calendar year due to the weather. Our results of operations for individual quarters in the future may be impacted by adverse weather conditions.

Critical Accounting Policies

The following discussion and analysis of our financial position and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. Certain of our accounting policies require the application of judgments in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and estimates are reasonable for our interim and year-end reporting requirements. These judgments and estimates are based on our historical experience, current trends and information available from other sources, as appropriate. If different conditions result than those assumptions used in our judgments, the results could be materially different from our estimates. Management believes that the two areas where different assumptions could result in materially different reported results are accounts receivable related to estimation of allowances for doubtful accounts and inventories in estimating reserves for obsolete and excess inventory. Although we believe the likelihood of a material difference in either of these two areas is very low based upon our historical experience, a 10% change in our allowance for doubtful accounts and our inventory reserve estimates at December 31, 2005 would result in a $0.8 million and $0.5 million impact upon SG&A expense and cost of products sold, respectively. Additionally, we have included in the discussion that follows our estimation methodology for both accounts receivable and inventories. While all significant policies are important to our combined and consolidated financial statements, some of these policies may be viewed as being critical. Our critical accounting policies include:

Revenue Recognition. We recognize sales based upon shipment of products to our customers net of applicable provisions for discounts and allowances. Generally, the customer takes title upon shipment and assumes the risks and rewards of ownership of the product. For certain products, our customers take title upon delivery, at which time revenue is then recognized. Revenue includes selling price of the product and all shipping costs paid by the customer. Revenue is reduced at the time of sale for

estimated sales returns and all applicable allowances and discounts based on historical experience. We also provide for estimates of warranty, bad debts, shipping costs and certain sales-related customer programs at the time of sale. Shipping and warranty costs are included in cost of products sold. Bad debt expense and sales-related marketing programs are included in selling, general and administrative expense. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are reconciled to the actual amounts.

Accounts Receivable. We maintain an allowance for doubtful accounts for estimated losses from the inability of our customers to make required payments, which is provided for in bad debt expense. We determine the adequacy of this allowance by regularly reviewing our accounts receivable aging and evaluating individual customers’ receivables, considering customers’ financial position, credit history and other current economic conditions. If a customer’s financial position were to deteriorate which might impact its ability to make payment, then additional allowances may be required.

Inventories. Inventories in the accompanying consolidated and combined balance sheets are valued at the lower of cost or market. At December 31, 2005, and December 31, 2004, approximately $9.8 million and $11.7 million of total inventories, respectively, were valued on the last-in, first-out method, or “LIFO.” Alternatively, under the first-in, first-out method, or “FIFO,” of accounting, such inventories would have been approximately $2.8 million and $1.2 million higher at December 31, 2005and December 31, 2004, respectively. All other inventories were valued under the FIFO method. In connection with both LIFO and FIFO inventories, we record provisions, as appropriate, to write-down obsolete and excess inventory to estimated net realizable value. The process for evaluating obsolete and excess inventory often requires subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause the actual results to differ from the estimates at the time such inventory is disposed or sold.

Asset Impairment. In accordance with SFAS No. 144, we evaluate the realizability of certain long-lived assets, which primarily consist of property and equipment and purchased intangible assets subject to amortization, based on expectations of non-discounted future cash flows for each subsidiary having a material amount of long-lived assets. If circumstances indicate a potential impairment, and if the sum of the expected non-discounted future cash flow is less than the carrying amount of all assets including SFAS No. 144 long-lived assets, we would recognize an impairment loss.

Goodwill and Indefinite Lived Intangibles Impairment. In accordance with SFAS No. 142, we perform annual tests for goodwill and indefinite lived intangibles impairment. We assess goodwill and indefinite lived intangibles which are not subject to amortization for impairment during the fourth quarter of each year and also at any other date when events or changes in circumstances indicate that the carrying value of these assets may exceed their fair value. Based upon our most recent analysis, we believe that no impairment of goodwill or indefinite lived intangibles existed at December 31, 2005.

Insurance Liabilities. We record insurance liabilities and related expenses for health, workers’ compensation, product and general liability losses and other insurance expenses in accordance with either the contractual terms of their policies or, if self-insured, the total liabilities that are estimable and probable as of the reporting date. Insurance liabilities are recorded as current liabilities to the extent they are expected to be paid in the succeeding year with the remaining requirements classified as long-term liabilities. The accounting for self-insured plans requires that significant judgments and estimates be made both with respect to the future liabilities to be paid for known claims and incurred but not reported claims as of the reporting date. The Company relies on historical trends when determining the appropriate health insurance reserves to record in our consolidated balance sheets. The Company relies heavily on the advice and calculations of third-party actuarial consultants when determining the appropriate insurance reserves to record in our consolidated balance sheets for a substantial portion of our workers’ compensation and general and product liability losses. In certain cases where partial insurance coverage exists, the Company must estimate the portion of the liability that will be covered by existing insurance policies to arrive at the net expected liability to the Company.

Income Taxes. Prior to February 12, 2004, federal income taxes have been recorded in our combined financial statements based upon our pro rata share of Nortek’s consolidated federal tax provision. We account for deferred income taxes using the liability method in accordance with SFAS No. 109 “Accounting for Income Taxes,” or “SFAS No. 109,” which requires that the deferred tax consequences of temporary differences between the amounts recorded in our financial statements and the amount included in our federal and state income tax returns be recognized in the balance sheet. The amount recorded in our financial statements reflects estimates of final amounts due to timing of completion and filing of actual income tax returns. Estimates are required with respect to, among other things, the appropriate state income tax rates to use in the various states that we and our subsidiaries are required to file, the potential utilization of operating and capital loss carry-forwards for both federal and state income tax purposes and valuation allowances required, if any, for tax assets that may not be realized in the future. We establish reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained. During 2005, the Company established reserves relating to net operating losses acquired in the MW Acquisition and transaction costs associated with the Ply Gem and MW Acquisitions. If the benefits for which a reserve has been provided are subsequently recognized, they will reduce goodwill resulting from the application of the purchase method of accounting for these transactions. Subsequent to February 12, 2004, U.S. federal income tax returns have been prepared and filed by Ply Gem Investment Holdings, Inc. on behalf of itself, Ply Gem Holdings, Inc., Ply Gem Industries, Inc. and its subsidiaries. We have executed a tax sharing agreement with Ply Gem Holdings, Inc. and Ply Gem Investment Holdings, Inc. pursuant to which tax liabilities for each respective party are computed on a stand-alone basis. Our U.S. subsidiaries file unitary, combined and separate state income tax returns. CWD Windows and Doors files separate Canadian income tax returns.

Purchase accounting. Business acquisitions are accounted for using the purchase method of accounting. The cost of the acquired company is allocated to identifiable tangible and intangible assets based on estimated fair value generally determined by third party valuation specialists, with the excess allocated to goodwill.

Results of Operations

The following table summarizes net sales and net income by segment and is derived from the accompanying consolidated and combined statements of operations included in this report.

	Consolidated		Combined
		January 23,	January 1,	January 10,	January 1,
	Year ended	2004 to	2004 to	2003 to	2003 to
	December 31,	December 31,	February 11,	December 31,	January 9,
	2005	2004	2004	2003	2003

Net Sales
Siding, Fencing, Railing and Decking	$ 390,925	$ 352,167	$ 29,546	$ 363,051	$ 6,760
Windows and Doors	447,943	233,778	11,066	159,514	2,064
Operating earnings
Siding, Fencing, Railing and Decking	44,892	40,951	690	43,855	106
Windows and Doors	47,699	24,051	(1,444)	15,782	(361)
Unallocated	(3,798)	(1,269)	(791)	(8,516)	(171)
Foreign currency gain
Windows and Doors	1,010	2,473	-	-	-
Interest expense, net
Siding, Fencing, Railing and Decking	296	35	3,610	32,557	805
Windows and Doors	1,804	2,385	6	73	1
Unallocated	54,827	34,793	39	291	168
Income tax expense
Unallocated	12,651	11,311	(1,850)	7,200	(500)

Net income (loss)	$ 20,225	$ 17,682	$ (3,350)	$ 11,000	$ (900)

The following tables set forth our results of operations based on the amounts and the percentage relationship of the items listed to net sales for the periods indicated. However, our results of operations set forth in the tables below may not necessarily reflect what would have occurred if we had been a separate, stand-alone entity during the periods presented prior to the Ply Gem Acquisition on February 12, 2004, or what will occur in the future.

Our twelve months ended statement of operations data for the predecessor periods includes the Pre-Nortek Recapitalization period of January 1 through January 9, 2003, and the Post-Nortek Recapitalization periods of January 10 through December 31, 2003 and January 1 through February 11, 2004 for Ply Gem Industries, Inc. The Pre-Nortek Recapitalization and Post-Nortek Recapitalization periods were prepared using different bases of accounting and therefore are not directly comparable. As a result of the Ply Gem Acquisition on February 12, 2004, financial statements after that date reflect the impacts of purchase accounting.

This review of performance is organized by business segment, reflecting the way we manage our business. Each business group leader is responsible for operating results down to operating earnings. We use operating earnings as a performance measure as it captures the income and expenses within the management control of our business leaders. Corporate management is responsible for making all financing decisions. Therefore, each segment discussion focuses on the factors affecting operating earnings, while interest expense and income taxes and certain other unallocated expenses are separately discussed at the corporate level.

Siding, Fencing, Railing and Decking Segment

	Consolidated								Combined
					January 23,				January 1,				January 10,				January 1,
	Year ended				2004 to				2004 to				2003 to				2003 to
	December 31,				December 31,				February 11,				December 31,				January 9,
	2005				2004				2004				2003				2003
Statement of operations data:
Net Sales		390,925	100	%		352,167	100	%		29,546	100	%		363,051	100	%		6,760	100	%
Cost of products sold		309,060	79.1	%		273,338	77.6	%		24,281	82.2	%		274,244	75.5	%		5,909	87.4	%
Gross Profit		81,865	20.9	%		78,829	22.4	%		5,265	17.8	%		88,807	24.5	%		851	12.6	%
SG&A expense		33,752	8.6	%		35,164	10.0	%		4,272	14.5	%		41,405	11.4	%		685	10.1	%
Amortization of intangible assets		3,221	0.8	%		2,714	0.8	%		303	1.0	%		3,547	1.0	%		60	0.9	%
Operating earnings		44,892	11.7	%		40,951	11.6	%		690	2.3	%		43,855	12.1	%		106	1.6	%

Net Sales

Net sales for the year ended December 31, 2005 increased from the periods January 1, 2004 to February 11, 2004 and January 23, 2004 to December 31, 2004 (the “2004 periods”) by approximately $9.2 million or 2.4%. The increase was primarily due to higher sales prices, partially offset by lower volume. The increase in sales price resulted from price increases that management initiated during 2005 in response to market wide increases in raw material and freight costs. Sales volumes were down due to soft customer demand in repair and remodeling markets for both our vinyl and metal products. Although the National Association of Home Builder’s (NAHB) is projecting single family housing starts to decline in 2006 from 2005 levels, which would negatively impact our net sales unit volume, management believes that decreases in net sales resulting from a decline in housing starts may be offset in part or whole by the full year impact of price increases initiated during 2005 and sales growth with new customers.

Net sales for the 2004 periods increased by approximately $11.9 million over the January 1 to January 9, 2003 and January 10 to December 31, 2003 periods presented (the “2003 periods”). The increase in net sales was driven by unit volume growth in our wholesale, retail home centers, and manufactured housing channels, and increased selling prices that resulted from price increases that we initiated in response to higher raw material costs, specifically PVC resin and aluminum. Sales volume of our fencing products was lower than the previous year due to the reduction of inventory levels by our customers during the third quarter which we believe was in response to our improved service capabilities and the impact of wet weather in our southeast region.

Cost of Products Sold

Cost of products sold for the year ended December 31, 2005 increased from the 2004 periods by approximately $11.4 million or 3.8%. The increase in cost of products sold was driven by market wide increases in raw material, both PVC resin and aluminum, both of which saw significant increases during 2005 as well as higher freight expense due to increased fuel costs. Although these market wide increases in raw material and freight costs were fully offset in dollars by price increases and material strategic sourcing and other cost saving initiatives that management implemented during the year, costs of products sold as a percentage of net sales did increase during 2005 which reduced gross profit margins from 22.0% for the 2004 periods to 20.9% for the year ended December 31, 2005. It should also be noted that raw material costs were impacted significantly in the fourth quarter by a dramatic increase in PVC resin cost which resulted from the impact of hurricanes Katrina and Rita which drove an industry wide shortage of PVC resin. The company was able to fully offset the increase in the fourth quarter PVC resin cost with price increases while ensuring that the supply of products to our customers was not disrupted during the industry wide PVC resin supply shortage. Management expects the costs of raw materials to increase modestly during 2006 and that these increases will be offset by the full year impact of price increases already put in place during 2005 or initiated during 2006, as well as the favorable impact from management’s continued cost savings initiatives.

Cost of products sold for the 2004 periods presented increased by approximately $17.5 million over the cost of products sold for the 2003 periods presented. The increase in cost of products sold was primarily due to increased unit sales volume. The increase in cost of products sold as a percentage of sales resulted from higher raw material costs, specifically PVC resin and aluminum, both of which saw significant increases in market prices during the 2004 periods. Increased raw material costs were largely offset by increases in selling prices and operational efficiency improvements. The operational efficiency improvements that were realized were due primarily to the closure of our Butler, PA manufacturing facility in May of 2003, and the renegotiation of our PVC resin pricing effective July 1, 2003. The periods presented for both 2003 and 2004 were impacted by the application of purchase accounting, primarily from the non-cash write off of purchase price allocated to inventory which increased cost of products sold by approximately $0.5 million and approximately $1.4 million for the 2004 and 2003 periods presented respectively.

Selling general and administrative expense

SG&A expense for the year ended December 31, 2005 decreased from the 2004 periods by approximately $5.7 million or 14.4%. The decline in SG&A expense was impacted by management’s austerity initiatives that were implemented to offset the decreased unit sales volume and the market wide increases in raw material and freight costs which impacted our cost of products sold. Management’s austerity initiatives include the reduction, postponement or elimination of discretionary spending in all areas of SG&A. During 2006 management expects SG&A expenses as a percentage of sales to return to levels which are in line with 2004 historical performance.

SG&A expense for the 2004 periods presented decreased by approximately $2.7 million from the 2003 periods presented. The decline in SG&A expense was impacted by certain one-time costs totaling $1.3 million incurred in the 2003 periods related to the closure of our Butler, PA manufacturing facility in May 2003 and a decrease of $2.7 million in bad debt expense in this segment. These decreases were partially offset by other wage and benefit inflation costs.

Windows and Doors Segment

	Consolidated								Combined
					January 23,				January 1,					January 10,				January 1,
	Year ended				2004 to				2004 to					2003 to				2003 to
	December 31,				December 31,				February 11,					December 31,				January 9,
	2005				2004				2004					2003				2003
Statement of operations data:
Net Sales		447,943	100	%		233,778	100	%		11,066		100	%		159,514	100	%		2,064		100	%
Cost of products sold		338,516	75.6	%		174,985	74.9	%		9,448		85.4	%		119,419	74.9	%		1,742		84.4	%
Gross Profit		109,427	24.4	%		58,793	25.1	%		1,618		14.6	%		40,095	25.1	%		322		15.6	%
SG&A expense		55,188	12.3	%		31,827	13.6	%		3,040		27.5	%		24,011	15.1	%		673		32.6	%
Amortization of intangible assets		6,540	1.5	%		2,915	1.2	%		22		0.2	%		302	0.2	%		10		0.5	%
Operating earnings		47,699	10.6	%		24,051	10.3	%		(1,444	)	-13.0	%		15,782	9.9	%		(361	)	-17.5	%
Currency transaction gain		1,010	0.2	%		2,473	1.1	%		-		0.0	%		-	0.0	%		-		0.0	%

Net Sales

Net sales for the year ended December 31, 2005 increased from the 2004 periods by approximately $203.1 million. The increase in net sales was primarily driven by the acquisition of MW during 2004, which contributed approximately $292.1 million in net sales in 2005 versus $92.3 million in the four months which were included in our 2004 results. Additionally, net sales from our Canadian subsidiary CWD increased by $9.9 million due in part to the continued strength of the housing market in Western Canada. This increase was partially offset by a decrease in sales of our repair and remodeling windows which resulted from softness in end use demand for repair and remodeling products that was pronounced in the third quarter of 2005. In addition, production difficulties that occurred with the introduction of a new line of repair and remodeling windows in our Great Lakes Window and Napco Window Systems brands in early 2005 decreased our ability to convert new customers. As discussed in our siding, fencing, railing and decking segment, the National Association of Home Builder’s (NAHB) is projecting single family housing starts to decline in 2006 from 2005 levels, which would negatively impact our net sales unit volume, management believes that decreases in net sales resulting from a decline in housing starts may be offset in part or whole by the full year impact of price increases initiated during 2005 and sales growth with new customers as well as growth with existing customers into new geographical regions.

Net sales for the 2004 periods presented increased by approximately $83.3 million over the 2003 periods presented. The increase in net sales was primarily driven by the acquisition of MW, which contributed $92.3 million to our net sales. This increase was partially offset by a decrease of approximately $5.7 million due to the closing of our Thermal-Gard subsidiary during 2004 and weaker demand for our Great Lakes repair and remodeling windows which management believes was due to a dated product line.

Cost of Products Sold

Cost of products sold for the year ended December 31, 2005 increased from the 2004 periods by approximately $154.1 million, primarily related to cost of products sold contributed by MW for twelve months in 2005 versus four months in 2004. In addition, cost of products sold increased due to manufacturing inefficiencies related to the introduction of a new line of repair and replacement windows in our Great Lakes Window and Napco Window Systems brands which caused gross profit margins to decline modestly from 24.7% for the 2004 periods to 24.4% for the year ended December 31, 2005. Finally, the market wide increases in raw material costs, specifically PVC resin, and freight costs that were seen in 2005 drove an increase in cost of products sold but were fully offset by increases in our selling prices, as well as cost savings and synergies that were realized in our window products manufacturing during 2005. Management expects raw material costs to increase modestly during 2006 and that these increases will be largely offset by the full year impact of price increases already put in place during 2005 or initiated during 2006, as well as the favorable impact from management’s continued cost savings initiatives.

Cost of products sold for the 2004 periods increased by approximately $63.3 million over the cost of products sold for the 2003 periods presented. The increase in cost of products sold was primarily due to net sales contributed by MW which increased cost of products sold by approximately $71.5 million. This increase was partially offset by a decrease of approximately $5.2 million due to the closing of our Thermal-Gard subsidiary during 2004. Cost of products sold for the 2004 period was impacted by the application of purchase accounting, primarily from the non-cash write off of purchase price allocated to inventory, which increased cost of products sold by approximately $1.9 for the period ended December 31, 2004.

Selling general and administrative expense

SG&A expense for the year ended December 31, 2005 increased from the 2004 periods by approximately $20.3 million, primarily due to $20.8 contributed by MW, which incurred SG&A expenses of $30.0 for twelve months of 2005 versus $9.2 million for four months of 2004. During 2006, management expects SG&A expense as a percentage of sales to increase modestly over 2005 actual levels.

SG&A expense for the 2004 periods presented increased by approximately $10.2 million from the 2003 periods presented. The increase in SG&A expense was primarily due to the addition of MW operations, which increased expenses by approximately $9.2 million.

Unallocated Operating Earnings, Interest, and Provision for Income Taxes

	Consolidated						Combined
				January 23,			January 1,			January 10,			January 1,
	Year ended			2004 to			2004 to			2003 to			2003 to
	December 31,			December 31,			February 11,			December 31,			January 9,
	2005			2004			2004			2003			2003
Statement of operations data:
Operating earnings (loss)		(3,798	)		(1,269	)		(791	)		(8,516	)		(171	)
Interest expense		(55,199	)		(34,880	)		(39	)		(318	)		(159	)
Investment income		372			87			-			27			(9	)
Provision (benefit) for income taxes		12,651			11,311			(1,850	)		7,200			(500	)

Operating earnings (loss)

Unallocated losses include items which are not directly attributed to or allocated to either of our reporting segments. Such items include legal costs, corporate payroll, and unallocated finance and accounting expenses. The increase in loss from the 2004 periods to the year ended December 31, 2005, was primarily due to the unallocated effect of the change in sale leaseback accounting. The decrease in loss from the 2003 periods to the 2004 periods is due to the different bases of accounting between the two periods.

Interest expense

Interest expense for the year ended December 31, 2005 increased by approximately $20.3 million over the 2004 periods as a result of increased borrowings due to the MW Acquisition in August of 2004 and higher interest rates on our variable rate loan.

Interest expense for the 2004 periods increased by approximately $34.4 over the 2003 periods, primarily due to the change in corporate structure. Interest incurred during the 2004 periods was a result of the financing of the Ply Gem acquisition in February 2004 and the MW acquisition in August 2004. Interest incurred during the 2003 periods was charged as intercompany interest by our former parent company.

Income taxes

Income tax expense for the year ended December 31, 2005, increased by approximately $2.7 million over the 2004 periods, primarily as a result of the greater pretax earnings in 2005 vs the 2004 periods, partially offset by a decrease in the effective tax rate of approximately 38.5% for the year ended December 31, 2005 as compared to approximately 39.0% and 35.6% for the periods January 23, 2004 to December 31, 2005 and January 1, 2004 to February 11, 2004, respectively.

Income tax expense for the 2004 periods increased by approximately $2.8 over the 2003 periods, primarily as a result of the greater pretax earnings in the 2004 periods vs the 2003 periods. The effective tax rates for the 2004 periods listed above, decreased from approximately 39.6% and 35.7% for the period January 10, 2003 to December 31, 2003 and for the period January 1, 2003 to January 9, 2003, respectively.

Liquidity and Capital Resources

Our primary cash needs are for working capital, capital expenditures and debt service. After the Ply Gem Acquisition on February 12, 2004 we have financed these cash requirements through internally generated cash flow and funds borrowed under our Ply Gem Industries’ credit facility.

Net cash provided by operating activities for the year ended December 31, 2005 was approximately $63.9 million. Net cash provided by operating activities for the 2004 periods of January 23, 2004 to December 31, 2004 and January 1, 2004 to February 11, 2004 was approximately $49.4 million and $1.6 million, respectively, while net cash provided by operating activities for the 2003 periods of January 10, 2003 to December 31, 2003 and January 1, 2003 to January 9, 2003 was approximately $24.2 million and $1.9 million, respectively. The increase in net cash provided by operating activities for the year ended December 31, 2005 compared to the 2004 periods presented was primarily driven by increased earnings as a result of the addition of MW in August 2004. The increase in net cash provided by operating activities for the 2004 periods compared to the 2003 periods was primarily driven by improved earnings and reductions in working capital.

Net cash used in investing activities for the year ended December 31, 2005 was approximately $14.4 million. Net cash provided by (used in) investing activities for the 2004 periods of January 23, 2004 to December 31, 2004 and January 1, 2004 to February 11, 2004 was approximately $(890.0) million and $0.4 million respectively, while net cash used in investing activities for the 2003 periods of January 10, 2003 to December 31, 2003 and January 1, 2003 to January 9, 2003 was approximately ($8.0) million and ($0.3) million respectively. The cash used in investing activities for the year ended December 31, 2005 was primarily used for capital expenditures while the cash used in investing activities during the 2004 periods presented was driven by the cash used to fund the Ply Gem Acquisition and the MW Acquisition.

Net cash used in financing activities for the year ended December 31, 2005 was approximately $34.3 million. Net cash provided by (used in) financing activities for the 2004 periods of January 23, 2004 to December 31, 2004 and January 1, 2004 to February 11, 2004 was approximately $847.3 million and ($7.5) million respectively, while net cash used in financing activities for the 2003 periods of January 10, 2003 to December 31, 2003 and January 1, 2003 to January 9, 2003 was approximately ($11.4) million and ($4.7) million respectively. The cash used in financing activities for the year ended December 31, 2005 was primarily used to pay down debt. The increase in net cash provided by financing activities for the 2004 periods presented was driven by the cash provided from our new capital structure that resulted from the consummation of the Ply Gem Acquisition and the MW Acquisition, which includes Ply Gem Industries’ senior subordinated notes, Ply Gem Industries’ senior term loan facilities, Ply Gem Industries’ senior revolving credit facility, and $169.1 million of equity contribution.

Our capital expenditures for the year ended December 31, 2005 totaled approximately $14.7 million. Our capital expenditures for the 2004 periods of January 23, 2004 to December 31, 2004 and January 1, 2004 to February 11, 2004 were approximately $6.8 million and $0.7 million, respectively, as compared to our capital expenditures for the 2003 periods of January 10, 2003 to December 31, 2003 and January 1, 2003 to January 9, 2003 which were approximately $7.7 million and $0.3 million, respectively.

We intend to fund our ongoing capital and working capital requirements, including our internal growth, through a combination of cash flows from operations and, if necessary, from borrowings under the revolving credit portion of Ply Gem Industries’ senior credit facilities. As of December 31, 2005, Ply Gem Industries had approximately $637.5 million of indebtedness and had no borrowings against its $70.0 million revolving credit facility. As of March 15, 2006 Ply Gem had $13.2 million dollars drawn on its revolver to fund seasonal working capital requirements. Concurrently with the Ply Gem Acquisition, Ply Gem Industries entered into $255.0 million of new senior credit facilities, and issued $225 million aggregate principal amount of its 9% senior subordinated notes due 2012, which are guaranteed by Ply Gem Holdings and the domestic subsidiaries of Ply Gem Industries. At the time of the Ply Gem Acquisition on February 12, 2004, our senior credit facilities consisted of a $65.0 million revolving credit facility and $190.0 million of term loan facilities. The term loan facilities had two tranches, a $160.0 million tranche under which Ply Gem Industries is the borrower, and a $30.0 million tranche under which our Canadian subsidiary, CWD Windows and Doors, Inc., is the borrower. We borrowed the full amounts under the term loan facilities and approximately $3.0 million under the revolving credit facility. Subsequent to the Ply Gem Acquisition, Ply Gem Industries amended and restated its senior credit facilities on March 3, 2004 to increase the U.S. term loan facility from $160.0 million to $170.0 million and reduce the revolving credit facility from $65.0 million to $55.0 million. We utilized the additional $10.0 million to pay down existing indebtedness under our municipal loan agreements. In connection with the MW Acquisition on August 27, 2004, Ply Gem Industries entered into an amendment to its senior credit facilities, which increased by $15.0 million the revolving credit facility and added an additional term loan facility in the amount of $111.0 million. Ply Gem Industries also issued an additional $135.0 million aggregate principal amount of its 9% senior subordinated notes due 2012, which are guaranteed by Ply Gem Holdings and the domestic subsidiaries of Ply Gem Industries. At the closing of the MW Acquisition, Ply Gem Industries borrowed the entire amount under the new term loan facility and an additional $6.0 million under the revolving credit facility to fund the MW Acquisition and pay related costs and expenses.

During December 2004, Ply Gem Industries repaid the entire amount borrowed against the revolving credit facility. Also during December 2004, Ply Gem Industries prepaid $5.0 million of the $30.0 million tranche under which our Canadian subsidiary, CWD Windows and Doors, Inc. is the borrower.

During the first quarter of 2005, Ply Gem Industries borrowed $35.5 million under the revolving credit facility to fund our seasonal working capital requirements and first quarter capital expenditures. During the second, third, and fourth quarters of 2005, Ply Gem Industries repaid the entire amount borrowed against the revolving credit facility. As of December 31, 2005, we had $70.0 million of availability under our revolving credit facility.

On July 25, 2005, the Company entered into an amendment to its credit facility. Under the terms of the amended agreement, the Company will be permitted to use its excess cash flow and/or a portion of its revolving credit facility to repurchase up to $25.0 million aggregate principal amount of the Company’s 9% Senior Subordinated Notes due 2012. Subject to market conditions, its capital needs and other factors, the Company may from time to time purchase up to $25.0 million aggregate principal amount of its 9% Senior Subordinated Notes due 2012 in market transactions, privately negotiated sales or other transactions. As of December 31, 2005 the company has not purchased any of its Senior Subordinated Notes.

On February 24, 2006, the Company entered into an amendment to its credit facility. Under the terms of the amended agreement, the Company borrowed $375.0 million in U.S. term loans to refinance $252.7 million of outstanding U.S. Term loans, repay approximately $1.8 million in revolving credit loans and fund the Alenco Acquisition, which was completed on February 24, 2006. Additionally, under the terms of the amended agreement, the Company’s Canadian borrower borrowed $25.0 million to refinance approximately $24.5 million of outstanding Canadian term loans.

The borrowings under the revolving credit facility will be available until its maturity to fund our working capital requirements, capital expenditures and other general corporate needs. The revolving credit facility will mature in February 2009 and has no scheduled amortization or commitment reductions. The term loan facilities will mature in February 2011 and have quarterly scheduled amortizations of $0.4 million beginning in the quarter ended June 30, 2004 and for the next 23 calendar quarters thereafter, $39.8 million on each of June 30, 2010, September 30, 2010, December 31, 2010, and $151.0 million on the maturity date.

The senior credit facilities and the indenture for the senior subordinated notes impose certain restrictions on Ply Gem Industries, including restrictions on its ability to incur indebtedness, pay dividends, make investments, grant liens, sell assets and engage in certain other activities. The terms of the senior credit facilities and the senior subordinated notes also significantly restrict the ability of Ply Gem Industries to pay dividends and otherwise distribute assets to Ply Gem Holdings. In addition, the senior credit facilities require Ply Gem Industries to comply with certain financial ratios. Indebtedness under the senior credit facilities is secured by substantially all of Ply Gem Industries’ assets, including its real and personal property, inventory, accounts receivable, intellectual property and other intangibles. In addition, our U.S. senior credit facilities are guaranteed by Ply Gem Holdings and secured by its assets (including its equity interests), as well as guaranteed and secured by the equity interests and substantially all of the assets of our current and, if any, future domestic subsidiaries, subject to exceptions.

Ply Gem Industries executed certain sale/leaseback transactions in connection with the MW Acquisition with respect to eight of our properties for approximately $36.0 million, and simultaneously entered into long-term leases for those properties with initial annual rent payments of approximately $3.5 million. The net proceeds were used to fund a portion of the purchase price of the MW Acquisition.

Because of the inherent seasonality in our business and the resulting working capital requirements, our liquidity position within a given year will fluctuate. The seasonal effect that creates greatest capital needs is experienced during the first six months of the year and we anticipate the need to borrow funds under our existing revolving credit facility to support this requirement. However, we anticipate that the funds generated by operations and funds available under our new senior credit facilities will be adequate to finance our ongoing operational cash flow needs, capital expenditures (as described above), debt service obligations, management incentive expenses, fees payable under the General Advisory Agreement with a Caxton-Iseman party, dated February 12, 2004 (the “General Advisory Agreement”), and other contractual obligations for the foreseeable future.

Contractual Obligations

The following table summarizes our contractual cash obligations under financing arrangements and lease commitments as of December 31, 2005, including interest amounts. Except for the senior subordinated notes, the interest rates are generally variable and have been presented at the current rates. Actual rates for future periods may differ from those presented here.

				More Than
		Less		3 Years Yet
	Total	Than		Less Than	5 Years
	Amount	1 Year	1-3 Years	5 Years	or More
	(dollars in thousands)
Term loan facilities, principal	$ 277,192	$ 1,693	$ 5,079	$ 270,420	$ -
Term loan facilities, interest	98,790	19,884	58,923	19,983	-
Senior subordinated notes	360,000	-	-	-	360,000
Senior subordinated notes, interest	210,600	32,400	97,200	64,800	16,200
Non-cancelable lease commitments	110,696	10,330	22,924	12,342	65,100
Pension obligations	21,780	1,980	5,940	3,960	9,900
Total	$ 1,079,058	$ 66,287	$ 190,066	$ 371,505	$ 451,200

We have reflected the pension obligation in future periods as being equal to the 2006 annual funding requirement.

As discussed in Item 13, “Certain Relationships and Related Transactions”, of this report, the Company will pay an annual fee to an affiliate of Caxton-Iseman each year based on 2% of EBITDA.

Inflation; Seasonality

Our performance is dependent to a significant extent upon the levels of home repair and remodeling and new home construction spending, all of which are affected by such factors as interest rates, inflation, consumer confidence and unemployment.

The demand for our products is seasonal, particularly in the Northeast and Midwest regions of the United States and Western Canada where inclement weather during the winter months usually reduces the level of building and remodeling activity in both the home repair and remodeling and new home construction sectors. Our sales in both segments are usually lower during the first and fourth quarters. Since a portion of our manufacturing overhead and operating expenses are relatively fixed throughout the year, operating income and net earnings tend to be lower in quarters with lower sales levels. In addition, the demand for cash to fund our working capital is greater from late in the fourth quarter through the first quarter.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004) (“SFAS 123R”), Share-Based Payment. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services or incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and to recognize that cost over the period during which an employee is required to provide service in exchange for the award. The Company will adopt the provisions of SFAS 123R for the first quarter of our fiscal year ending December 31, 2006. At this time, we are still evaluating the effect of the new provisions, but do not anticipate that the adoption of this statement will have a material effect on our consolidated financial position or results of operations.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4” (“SFAS No. 151”), which amended the guidance in ARB No. 43, Chapter 4, “Inventory Pricing”, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). In addition, this Statement required that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. During 2005 the Company adopted SFAS No. 151, which did not have a material effect on our financial position or results of operations.

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” which is an interpretation of FASB Statement No. 143, “Accounting for Asset Retirement Obligations.” The interpretation requires that a liability for the fair value of a conditional asset retirement obligation be recognized if the fair value of the liability can be reasonably estimated. The interpretation is effective for years ending after December 15, 2005. The interpretation did not have a material impact on our financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (“SFAS 154)”. SFAS 154 replaces APB No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 requires retrospective application of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 defines retrospective application as the application of a different accounting principle to prior accounting periods as if that principle had always been used or as the adjustment of previously issued financial statements to reflect a change in the reporting entity. SFAS 154 also redefines restatement as the revising of previously issued financial statements to reflect the correction of an error. SFAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. We do not anticipate that the adoption of this statement will have a material effect on our financial position or results of operations.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to market risk from changes in interest rates primarily through our borrowing activities. In addition, our ability to finance future acquisition transactions may be impacted if the Company is unable to obtain appropriate financing at acceptable interest rates. Our principal interest rate exposure relates to the term loans outstanding under our senior credit facilities. We had approximately $277.2 million of term loans outstanding at December 31, 2005, bearing interest at a variable rate, based on an adjusted LIBOR rate plus an applicable interest margin or the base rate plus an applicable interest margin. Each quarter point increase or decrease in the interest rate on the term loans would change our interest expense by approximately $0.7 million per year. We also have a revolving credit facility which will provide for borrowings of up to $70.0 million, which will also bear interest at variable rates in the same manner as the term loan facilities. Assuming the revolving credit facility is fully drawn, each quarter point increase or decrease in the applicable interest rate would change our interest expense by approximately $0.2 million per year. In the future we may enter into interest rate swaps, involving exchange of floating or fixed rate interest payments, to reduce our exposure to interest rate volatility.

Foreign Currency Risk

Our results of operations are affected by fluctuations in the value of the U.S. dollar as compared to the value of the Canadian dollar. In 2005, the net impact of foreign currency changes to the Company’s results of operations was a gain of $1.0 million. The impact of foreign currency changes related to translation resulted in an increase in stockholder’s equity of approximately $3.6 million at December 31, 2005. The revenue or expense reported by us as a result of currency fluctuations will be greater in times of U.S. dollar devaluation and less in times of U.S. dollar appreciation. We generally do not enter into derivative financial instruments to manage foreign currency exposure. At December 31, 2005, we did not have any significant outstanding foreign currency hedging contracts.

Commodity Pricing Risk

We are subject to significant market risk with respect to the pricing of our principal raw materials, which include PVC resin, aluminum, and wood. If prices of these raw materials were to increase dramatically, we may not be able to pass such increases on to our customers and, as a result, gross margins could decline significantly. We manage the exposure to commodity pricing risk by continuing to diversify our product mix, strategic buying programs and vendor partnering.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Our lease payments related to our sale/leaseback agreement include an annual increase based on the Consumer Price Index, which could expose us to potential higher costs in years with high inflation.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms		33

Consolidated and Combined Statements of Operations for each of the periods in the three-year period ended December 31, 2005		34

Consolidated Balance Sheets, December 31, 2005 and 2004		35

Consolidated and Combined Statements of Cash Flows for each of the periods in the three-year period ended December 31, 2005		36

Consolidated and Combined Statements of Stockholder’s Equity / Parent Company (Deficit) Investment for each of the periods in the three-year period ended December 31, 2005		37

Notes to Consolidated and Combined Financial Statements		38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder

Ply Gem Holdings, Inc.:

We have audited the accompanying consolidated balance sheet of Ply Gem Holdings, Inc. and subsidiaries (the Company) as of December 31, 2005, and the related consolidated statements of operations, stockholder’s equity, and cash flows for the year ended December 31, 2005. In connection with our audit of the consolidated financial statements, we have also audited the financial statement schedule listed in the Index at Item 15(a), "Schedule II - Valuation and Qualifying Accounts", as of and for the year ended December 31, 2005. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ply Gem Holdings, Inc. and subsidiaries as of December 31, 2005, and the results of their operations and their cash flows for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule as of and for the year ended December 31, 2005, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Kansas City, Missouri
March 17, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder of Ply Gem Holdings, Inc.

We have audited the accompanying consolidate balance sheet of Ply Gem Holdings, Inc. and subsidiaries as of December 31, 2004, and the related consolidated statements of operations, stockholder’s equity and cash flows for the period from January 23, 2004 to December 31, 2004, and the accompanying combined statements of operations, parent company (deficit) investment, and cash flows of Ply Gem Industries, Inc. and subsidiaries and CWD Windows & Doors, a division of Broan-Nutone Canada Inc., all former subsidiaries of Nortek, Inc., for the period from January 1, 2004 to February 11, 2004, the period from January 10, 2003 to December 31, 2003, and the period from January 1, 2003 to January 9, 2003. Our audits also included the financial statement schedule listed in the Index at item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ply Gem Holdings, Inc. and subsidiaries at December 31, 2004 and the consolidated results of their operations and their cash flows for the period from January 23, 2004 to December 31, 2004, and the combined results of operations and cash flows of Ply Gem Industries, Inc. and subsidiaries and CWD Windows & Doors, a division of Broan-Nutone Canada Inc., all former subsidiaries of Nortek, Inc., for the period from January 1, 2004 to February 11, 2004, the period from January 10, 2003 to December 31, 2003, and the period from January 1, 2003 to January 9, 2003, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Kansas City, Missouri

March 7, 2005

except for Note 8,

for which the date is March 29, 2005.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS

	Consolidated						Combined
													Pre-Nortek
							Post-Nortek Recapitalization						Recapitalization
	Ply Gem			Ply Gem			Ply Gem			Ply Gem			Ply Gem
	Holdings, Inc.			Holdings, Inc.			Industries, Inc.			Industries, Inc.			Industries, Inc.
	For the Year			January 23,			January 1,			January 10,			January 1,
	ended			2004 to			2004 to			2003 to			2003 to
	December 31,			December 31,			February 11,			December 31,			January 9,
	2005			2004			2004			2003			2003
	(Amounts in thousands)

Net Sales	$	838,868		$	585,945		$	40,612		$	522,565		$	8,824
Costs and Expenses:
Cost of products sold		647,576			448,733			33,611			393,674			7,651
Selling, general and administrative expense		92,738			67,568			8,345			73,933			1,529
Amortization of intangible assets		9,761			5,911			201			3,837			70
Total Costs and Expenses		750,075			522,212			42,157			471,444			9,250
Operating earnings (loss)		88,793			63,733			(1,545	)		51,121			(426	)
Foreign currency gain		1,010			2,473			-			-			-
Interest expense		(57,657	)		(37,373	)		(3,684	)		(33,117	)		(976	)
Investment income		730			160			29			196			2
Income (loss) before provision (benefit) for
income taxes		32,876			28,993			(5,200	)		18,200			(1,400	)
Provision (benefit) for income taxes		12,651			11,311			(1,850	)		7,200			(500	)
Net income (loss)	$	20,225		$	17,682		$	(3,350	)	$	11,000		$	(900	)

See accompanying notes to consolidated and combined financial statements.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2005			2004
	(Amounts in thousands, except
	share amounts)

ASSETS
Current Assets:
Cash and cash equivalents	$	22,173		$	6,794
Accounts receivable, less allowances of $8,320 and $7,940, respectively		70,357			65,217
Inventories:
Raw materials		31,415			30,505
Work in process		5,080			4,260
Finished goods		18,723			26,731
Total inventory		55,218			61,496
Prepaid expenses and other current assets		9,427			9,796
Deferred income taxes		13,330			18,356
Total current assets		170,505			161,659
Property and Equipment, at cost:
Land		2,020			7,257
Buildings and improvements		15,568			46,491
Machinery and equipment		119,225			105,162
Total property and equipment		136,813			158,910
Less accumulated depreciation		(27,085	)		(11,874	)
Total property and equipment, net		109,728			147,036
Other Assets:
Goodwill		578,992			585,150
Intangible assets, less accumulated amortization of $15,506 and $5,743,
respectively		152,894			162,657
Other		37,879			47,797
Total other assets		769,765			795,604
	$	1,049,998		$	1,104,299

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt	$	1,692		$	2,784
Accounts payable		42,342			34,600
Accrued expenses and taxes		64,019			61,944
Total current liabilities		108,053			99,328
Deferred income taxes		58,184			72,356
Other long term liabilities		32,471			32,401
Long-term debt, less current maturities		635,776			704,807
Stockholders' Equity:
Preferred stock $0.01 par, 100 shares authorized, none issued and outstanding		-			-
Common stock $0.01 par, 100 shares authorized, issued and outstanding		-			-
Additional paid-in-capital		175,461			175,427
Retained earnings		37,907			17,682
Accumulated other comprehensive income		2,146			2,298
Total Stockholders' Equity		215,514			195,407
	$	1,049,998		$	1,104,299

See accompanying notes to consolidated and combined financial statements.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

	Consolidated						Combined
													Pre-Nortek
							Post-Nortek Recapitalization						Recapitalization
	Ply Gem			Ply Gem			Ply Gem			Ply Gem			Ply Gem
	Holdings, Inc.			Holdings, Inc.			Industries, Inc.			Industries, Inc.			Industries, Inc.
	For the Year			January 23,			January 1,			January 10,			January 1,
	ended			2004 to			2004 to			2003 to			2003 to
	December 31,			December 31,			February 11,			December 31,			January 9,
	2005			2004			2004			2003			2003
	(Amounts in thousands)
Cash flows from operating activities:
Net income (loss)	$	20,225		$	17,682		$	(3,350	)	$	11,000		$	(900)
Adjustments to reconcile net income
(loss) to cash provided by operating activities:
Depreciation and amortization expense		26,125			17,745			1,373			14,702			327
Write-off of inventory		-			2,416			-			1,387			-
Non-cash interest expense, net		5,079			3,469			26			229			6
Gain on foreign currency transactions		(1,010	)		(2,473	)		-			-			-
Deferred income taxes		1,785			8,025			(1,710	)		1,500			400
Changes in operating assets and
liabilities, net of effects from acquisitions:
Accounts receivable, net		(4,898	)		1,060			1,869			3,133			(1,548)
Inventories		6,859			1,275			(3,224	)		(1,492	)		1,012
Prepaid expenses and other current assets		395			(1,527	)		(260	)		2,826			190
Accounts payable		7,595			(6,276	)		7,765			(536	)		1,736
Accrued expenses and taxes		2,715			7,318			(1,339	)		(5,256	)		618
Other		(960	)		713			498			(3,288	)		12
Net cash provided by operating activities		63,910			49,427			1,648			24,205			1,853
Cash flows from investing activities:
Capital expenditures		(14,742	)		(6,773	)		(718	)		(7,687	)		(349)
Change in restricted cash		-			-			1,118			(7	)		1
Acquisitions, net of cash acquired		380			(883,261	)		-			-			-
Other		-			-			(5	)		(279	)		36
Net cash provided by (used in)
investing activities		(14,362	)		(890,034	)		395			(7,973	)		(312
Cash flows from financing activities:
Proceeds from long-term debt		35,500			671,338			-			-			-
Proceeds from financing obligation		-			36,000			-			-			-
Payments on long-term debt		(69,868	)		(29,204	)		(89	)		(1,420	)		(45)
Net transfers to former parent		-			-			(7,362	)		(10,023	)		(4,661)
Equity contribution (distribution)		34			169,143			-			-			-
Net cash provided by (used in)
financing activities		(34,334	)		847,277			(7,451	)		(11,443	)		(4,706
Impact of exchange rate movements on cash		165			124			-			-			-
Net increase (decrease) in cash and
cash equivalents		15,379			6,794			(5,408	)		4,789			(3,165)
Cash and cash equivalents at the
beginning of the period		6,794			-			8,517			3,728			6,893
Cash and cash equivalents at the
end of the period	$	22,173		$	6,794		$	3,109		$	8,517		$	3,728

Supplemental Information
Interest paid (excluding parent company charges)	$	52,533		$	33,805		$	185		$	1,272		$	16
Income taxes paid (received), net	$	7,172		$	1,250		$	-		$	703		$	(6)

See accompanying notes to consolidated and combined financial statements.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED AND COMBINED
STATEMENTS OF STOCKHOLDER'S EQUITY / PARENT COMPANY (DEFICIT) INVESTMENT

								Accumulated
	Parent							Other			Total
	Company			Additional				Comprehen-			Stock-
	(Deficit)			Paid in		Retained		sive Income			holder's
	Investment			Capital		Earnings		(Loss)			Equity
	(Amounts in thousands)

Balance December 31, 2002	$	34,409		$	-	$	-	$	(4,649	)	$	29,760

Comprehensive loss:
Net loss		(900	)		-		-		-			(900	)
Currency translation		-			-		-		152			152
Total comprehensive loss												(748	)
Net transfers to former parent		(4,555	)		-		-		-			(4,555	)
Balance, January 9, 2003		28,954			-		-		(4,497	)		24,457
Effect of Recapitalization		(53,583	)		-		-		4,497			(49,086	)
Balance, January 9, 2003
after Recapitalization		(24,629	)		-		-		-			(24,629	)

Comprehensive income:
Net income		11,000			-		-		-			11,000
Currency translation		-			-		-		2,063			2,063
Minimum pension liability, net of
$10 tax benefit		-			-		-		(18	)		(18	)
Total comprehensive income												13,045
Net transfers to former parent		(12,016	)		-		-		-			(12,016	)
Reduction to goodwill for purchase
accounting revisions		(4,195	)		-		-		-			(4,195	)
Employee stock compensation expense		96			-		-		-			96
Balance, December 31, 2003		(29,744	)		-		-		2,045			(27,699	)

Comprehensive loss:
Net loss		(3,350	)		-		-		-			(3,350	)
Currency translation		-			-		-		(375	)		(375	)
Total comprehensive loss												(3,725	)
Balance, February 11, 2004		(33,094	)		-		-		1,670			(31,424	)
Effect of Purchase accounting		33,094			141,000		-		(1,670	)		172,424
Balance, February 12, 2004
after the Ply Gem Acquisition		-			141,000		-		-			141,000
Comprehensive income:
Net income		-			-		17,682		-			17,682
Currency translation		-			-		-		2,558			2,558
Minimum pension liability									(260	)		(260	)
Total comprehensive income												19,980
Contributions		-			34,427		-		-			34,427
Balance, December 31, 2004		-			175,427		17,682		2,298			195,407

Comprehensive income:
Net income		-			-		20,225		-			20,225
Currency translation		-			-		-		1,044			1,044
Minimum pension liability, net of tax benefit of $971		-			-		-		(1,196	)		(1,196	)
Total comprehensive income												20,073
Contributions		-			34		-		-			34
Balance, December 31, 2005	$	-		$	175,461	$	37,907	$	2,146		$	215,514

See accompanying notes to consolidated and combined financial statements.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation

Ply Gem Holdings, Inc. and its wholly-owned subsidiaries (individually and collectively, the “Company” or “Ply Gem”) are diversified manufacturers of residential and commercial building products, operating with two principal segments: (i) Siding, Fencing, Railing and Decking and (ii) Windows and Doors. Through these principal segments, Ply Gem Industries manufactures and sells, primarily in the United States and Canada, a wide variety of products for the residential and commercial construction, manufactured housing, and the do-it-yourself and professional remodeling and renovation markets.

Ply Gem Holdings, Inc., a wholly owned subsidiary of Ply Gem Investment Holdings, Inc., was incorporated on January 23, 2004 for the purpose of acquiring Ply Gem Industries, Inc. ( “Ply Gem Industries”) from Nortek (the “Ply Gem Acquisition”). The Ply Gem Acquisition was completed on February 12, 2004, when Nortek, Inc. sold Ply Gem Industries, Inc., to Ply Gem Holdings, Inc., an affiliate of Caxton-Iseman Capital, Inc., pursuant to the terms of the Stock Purchase Agreement among Ply Gem Investment Holdings, Inc., Nortek. and WDS LLC dated as of December 19, 2003, as amended (the “Purchase Agreement”). Prior to February 12, 2004, the date of the Ply Gem Acquisition, Ply Gem Holdings, Inc. had no operations and Ply Gem Industries, Inc. was wholly owned by a subsidiaryof WDS LLC, which was a wholly owned subsidiary of Nortek, (collectively with subsidiaries “Nortek”). As a result of the Ply Gem Acquisition, we applied purchase accounting on the date of February 12, 2004.

On August 27, 2004, Ply Gem Industries, Inc. acquired all of the outstanding shares of capital stock of MWM Holding, Inc., (“MWM Holding”), in accordance with a stock purchase agreement entered into among Ply Gem Industries, MWM Holding, and the selling stockholders (the “MW Acquisition”). The accompanying financial statements include the operating results of MWM Holding for periods after August 27, 2004, the date of acquisition.

The accompanying financial statements include the consolidated results of operations for the year ended December 31, 2005 and for the period from January 23, 2004 to December 31, 2004 and consolidated financial position for Ply Gem Holdings and Subsidiaries as of December 31, 2005 and 2004, and the combined results of operations of Ply Gem Industries, Inc. for the periods from January 1, 2004 to February 11, 2004, January 10, 2003 to December 31, 2003, and January 1, 2003 to January 9, 2003. The periods presented during calendar 2004 provide the combined operating results of Ply Gem Industries from the beginning of the year, January 1, 2004, until the date of the Ply Gem Acquisition, February 12, 2004 (see Note 2), as well as from the date of inception of Ply Gem Holdings, January 23, 2004, through December 31, 2004.

The periods presented during calendar 2003 provide the combined operating results of Ply Gem Industries, from January 1, 2003 until January 9, 2003. On January 9, 2003, Nortek Holdings was acquired by certain affiliates and designees of Kelso & Company L.P. and certain members of Nortek management in accordance with the Agreement and Plan of Recapitalization by and among Nortek, Inc., Nortek Holdings, Inc. and K Holdings, Inc. dated as of June 20, 2002, (the “Recapitalization”). The period from January 10, 2003 until December 31, 2003is presented in the accompanying consolidated and combined financial statements as “Post-Recapitalization”.

Nortek accounted for the Recapitalization as a purchase in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations” (“SFAS No. 141”), which resulted in a new valuation for the assets and liabilities of Nortek Holdings and its subsidiaries based upon their estimated fair values as of the date of the Recapitalization. As allowed under SEC Staff Accounting Bulletin No. 54, “Push Down Basis of Accounting Required in Certain Limited Circumstances”, Ply Gem Industries, Inc. reflected certain applicable purchase accounting adjustments recorded by Nortek Holdings in the combined Ply Gem Industries, Inc. financial statements as of December 31, 2003 and for the period from January 10, 2003 through December 31, 2003.

The data for the Pre-Nortek Recapitalization period from January 1, 2003 through January 9, 2003 has been prepared on a different basis of accounting due to our former parent’s (Nortek) Recapitalization which took place on January 9, 2003 and therefore is not directly comparable to the post-Nortek Recapitalization information presented. The data presented for periods from the year ended December 31, 2003 includes data prepared using a different basis of accounting for the Pre-Nortek Recapitalization period from January 1, 2003 to January 9, 2003 and the Post-Nortek Recapitalization period from January 10, 2003 to December 31, 2003, and therefore those periods are not directly comparable. In addition, the data presented for periods from the year ended December 31, 2004 includes predecessor data for Ply Gem Industries, Inc. from January 1, 2004 to February 11, 2004 and successor data for Ply Gem Holdings, Inc. from January 23, 2004 to December 31, 2004 and therefore those periods are not directly comparable. In addition, during the period January 23, 2004 (inception) through February 11, 2004, Ply Gem Holdings, Inc., which ultimately acquired Ply Gem Industries, Inc., conducted no operations. The Pre-Nortek Recapitalization and Post-Nortek Recapitalization periods were prepared using different bases of accounting and therefore are not directly comparable.

Principles of Consolidation and Combination

The consolidated and combined financial statements include the accounts of Ply Gem Holdings, Inc. and its subsidiaries, all of which are wholly owned, or Ply Gem Industries, Inc. and its subsidiaries combined with CWD Windows and Doors, previously a division of Broan-Nutone Canada, Inc. All intercompany accounts and transactions have been eliminated.

Accounting Policies and Use of Estimates

The preparation of these consolidated and combined financial statements in conformity with accounting principles generally accepted in the United States involves estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expense during the reporting periods. Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company periodically evaluates the judgments and estimates used in their critical accounting policies to ensure that such judgments and estimates are reasonable. These judgments are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If different conditions result from those assumptions used in the Company’s judgments, the results could be materially different from the Company’s estimates.

Recognition of Sales and Related Costs, Incentives and Allowances

The Company recognizes sales upon the shipment of their products, net of applicable provisions for discounts and allowances. Generally, the customer takes title upon shipment and assumes the risks and rewards of ownership of the product. For certain products our customers take title upon delivery, at which time revenue is then recognized. Allowances for cash discounts, volume rebates and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales at the time of sale based upon the estimated future outcome. Cash discounts, volume rebates and other customer incentive programs are based upon certain percentages agreed upon with the Company’s various customers, which are typically earned by the customer over an annual period. The Company records periodic estimates for these amounts based upon the historical results to date, estimated future results through the end of the contract period and the contractual provisions of the customer agreements. Customer returns are recorded on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon the time lag that historically occurs between the date of the sale and the date of the return while also factoring in any new business conditions that might impact the historical analysis such as new product introduction. The Company also provides for estimates of warranty, bad debts and shipping costs at the time of sale. Shipping and warranty costs are included in cost of products sold. Bad debt provisions are included in selling, general and administrative expense. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that are expected to impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts.

Cash Equivalents

Cash equivalents consist of short-term highly liquid investments with original maturities of three months or less which are readily convertible into cash.

Inventories

Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or market. Approximately $9.8 million and $11.7 million of total inventories at December 31, 2005 and December 31, 2004, respectively, were valued on the last-in, first-out method (“LIFO”). Under the first-in, first-out method (“FIFO”) of accounting, such inventories would have been approximately $2.8 million and $1.2 million higher at December 31, 2005 and December 31, 2004, respectively. All other inventories were valued under the FIFO method. In connection with both LIFO and FIFO inventories, the Company records provisions, as appropriate, to write-down obsolete and excess inventory to estimated net realizable value. The process for evaluating obsolete and excess inventory often requires the Company to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause the actual results to differ from the estimates at the time such inventory is disposed or sold.

Property and Equipment

Property and equipment are presented at cost. Depreciation of property and equipment are provided on a straight-line basis over estimated useful lives, which are generally as follows:

Buildings and improvements 10-35 years

Machinery and equipment, including leases 3-15 years

Leasehold improvements Term of lease or useful

life, whichever is shorter

Expenditures for maintenance and repairs are expensed when incurred. Expenditures for renewals and betterments are capitalized. When assets are sold, or otherwise disposed, the cost and related accumulated depreciation are eliminated and the resulting gain or loss is recognized.

Intangible Assets, Goodwill and other Long-lived Assets

The Company applies SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), to its intangible and other long-lived assets. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets but does not apply to goodwill or intangible assets that are not being amortized and certain other long-lived assets.

The Company accounts for acquired goodwill and intangible assets in accordance with SFAS No. 142. Purchase accounting required by SFAS No. 141 involves judgment with respect to the valuation of the acquired assets and liabilities in order to determine the final amount of goodwill (see Note 2). For significant acquisitions, the Company values items such as property and equipment and acquired intangibles based upon appraisals, and determines the value of assets and liabilities associated with pension plans based upon actuarial studies.

The Company applies SFAS No, 142, “Goodwill and Other Intangible Assets” (SFAS No. 142”) to goodwill and certain intangible assets. Under this statement, goodwill and intangible assets determined to have an indefinite useful life are no longer amortized, instead these assets are evaluated for impairment on an annual basis and whenever events or business conditions warrant. All other intangible assets are amortized over their estimated useful lives.

Insurance Liabilities

The Company is self-insured for certain casualty losses. The Company records insurance liabilities and related expenses for health, workers’ compensation, product and general liability losses and other insurance expenses in accordance with either the contractual terms of their policies or, if self-insured, the total liabilities that are estimable and probable as of the reporting date. Insurance liabilities are recorded as current liabilities to the extent they are expected to be paid in the succeeding year with the remaining requirements classified as long-term liabilities. The accounting for self-insured plans requires that significant judgments and estimates be made both with respect to the future liabilities to be paid for known claims and incurred but not reported claims as of the reporting date. The Company relies on historical trends when determining the appropriate health insurance reserves to record in our consolidated balance sheets. The Company relies heavily on the advice and calculations of third-party actuarial consultants when determining the appropriate insurance reserves to record in our consolidated balance sheets for a substantial portion of our workers’ compensation and general and product liability losses. In certain cases where partial insurance coverage exists, the Company must estimate the portion of the liability that will be covered by existing insurance policies to arrive at the net expected liability to the Company.

Income Taxes

Prior to February 12, 2004, federal income taxes have been recorded in our combined financial statements based upon our pro rata share of Nortek’s consolidated federal tax provision. We account for deferred income taxes using the liability method in accordance with SFAS No. 109, “Accounting for Income Taxes,” or “SFAS No. 109,” which requires that the deferred tax consequences of temporary differences between the amounts recorded in our financial statements and the amount included in our federal and state income tax returns be recognized in the balance sheet. The amount recorded in our financial statements reflects estimates of final amounts due to timing of completion and filing of actual income tax returns. Estimates are required with respect to, among other things, the appropriate state income tax rates to use in the various states that we and our subsidiaries are required to file, the potential utilization of operating and capital loss carry-forwards for both federal and state income tax purposes and valuation allowances required, if any, for tax assets that may not be realized in the future. We establish reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained. During 2005, the Company established reserves relating to net operating losses acquired in the MW Acquisition and transactions costs associated with the Ply Gem and MW Acquisitions. If the benefits for which a reserve has been provided are subsequently recognized, they will reduce goodwill resulting from the application of the purchase method of accounting for these transactions. Subsequent to February 12, 2004, U.S. federal income tax returns are prepared and filed by Ply Gem Investment Holdings, Inc. on behalf of itself, Ply Gem Holdings, Inc., Ply Gem Industries, Inc. and its subsidiaries. We have executed a tax sharing agreement with Ply Gem Holdings, Inc. and Ply Gem Investment Holdings, Inc. pursuant to which tax liabilities for each respective party are computed on a stand-alone basis. U.S. subsidiaries file unitary, combined and separate state income tax returns. CWD Windows and Doors files separate Canadian income tax returns.

Commitments and Contingencies

The Company provides accruals for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes.

Related Party Transactions

Included in the combined statement of operations in selling, general and administrative expense are former parent company (Nortek) corporate charges of approximately $0.3 million for the period from January 1, 2004 to February 11, 2004, $7.1 million for the period January 10, 2003 to December 31, 2003 and $0.1 million for the period January 1, 2003 to January 10, 2003, related to accounting, legal, insurance, treasury and other management services provided by Nortek, which have been allocated based upon a combination of the specific identification method and as a percentage of the Company’s net sales to Nortek’s consolidated net sales. In the opinion of the Company’s management, this method of allocating such costs was reasonable. Included in interest expense is approximately $3.5 million for the period January 1, 2004 to February 11, 2004, $31.8 million for the period January 10, 2003 to December 31, 2003, and $0.9 million for the period January 1, 2003 to January 10, 2003, related to interest incurred to a subsidiary which was wholly owned by Nortek.

Under the General Advisory Agreement, the Caxton-Iseman Party provides the Company with acquisition and financial advisory services as the Board of Directors shall reasonably request. In consideration of these services, the Company agrees to pay the Caxton-Iseman Party (1) an annual fee equal to 2% of our EBITDA, as defined in such agreement, (2) a transaction fee, payable upon the completion by the Company of any acquisition, of 2% of the sale price, (3) a transaction fee, payable upon the completion by the Company of any divestitures, of 1% of the sale price, and (4) a transaction fee, payable upon the completion of the sale of our company, of 1% of the sale price. EBITDA in the General Advisory Agreement is based on our net income (loss) plus extraordinary losses and/or any net capital losses realized, provision for income taxes, interest expense (including amortization or write-off of debt discount and debt issuance costs and commissions, and other items), depreciation and amortization (including amortization of organization costs, capitalized management fees, and other items), dividends paid or accrued on preferred stock, certain management fees paid to the Caxton-Iseman Party, charges related to certain phantom units, and a number of other items. The annual fee payable in any year may not exceed the amounts permitted under the senior credit facilities or the indenture governing the senior secured notes, and the Caxton-Iseman Party is obligated to return any portion of the annual fee that has been prepaid if an event of default has occurred and is continuing under either the senior credit facilities or the indenture governing the senior secured notes.

Under the Debt Financing Advisory Agreement, we paid the Caxton-Iseman Party a debt financing arrangement and advisory fee, equal to 2.375% of the aggregate amount of the debt financing incurred in connection with the Ply Gem Acquisition ($11.4 million), in the first quarter of 2004. In connection with the MW Acquisition, pursuant to the General Advisory Agreement, in November 2004 the Company paid the Caxton-Iseman Party a transaction fee equal to 2% of the purchase price of the equity of MWM Holdings, Inc. ($6.4 million). Under the ‘General Advisory Agreement” the Company paid a management fee of approximately $2.3 million for the year ended December 31, 2005 and approximately $1.7 million for the period from January 23, 2004 to December 31, 2004.

The initial term of the General Advisory Agreement is 10 years, and is automatically renewable for consecutive one-year extensions, unless Ply Gem Industries or the Caxton-Iseman Party provide notice of termination. In addition, the General Advisory Agreement may be terminated by the Caxton-Iseman Party at any time, upon the occurrence of specified change of control transactions or upon an initial public offering of the Company’s shares or shares of any of our parent companies. If the General Advisory Agreement is terminated for any reason prior to the end of the initial term, Ply Gem Industries will pay to the Caxton-Iseman Party an amount equal to the present value of the annual advisory fees that would have been payable through the end of the initial term, based on the Company’s cost of funds to borrow amounts under our senior credit facilities.

In connection with the MW Acquisition, Ply Gem Investment Holdings, Inc. received an equity investment of approximately $0.5 million from The GeMROI Company, an outside sales agency that represents, among other products and companies, MW windows for which the Company pays GeMROI a sales commission for their services. During 2005, the Company paid GeMROI approximately $2.5 million in sales commission for their services.

Foreign Currency

The Company’s Canadian subsidiary utilizes the Canadian dollar as its functional currency. For reporting purposes, the Company translates the assets and liabilities of its foreign entity at the exchange rates in effect at year-end. Net sales and expenses are translated using average exchange rates in effect during the period. Gains and losses from foreign currency translation are credited or charged to accumulated other comprehensive income or loss in the accompanying consolidated and combined balance sheets. A transaction gain or loss resulting from fluctuations in the exchange rate may be recognized in the statement of operations due to debt, denominated in US dollars, recorded by the Company’s Canadian subsidiary.

For the year ended December 31, 2005 and for the period January 23, 2004 through December 31, 2004, the Company recorded a gain from foreign currency transactions of approximately $1.0 million and $2.5 million, respectively. As of December 31, 2005 and December 31, 2004 accumulated other comprehensive income included a currency translation adjustment of approximately $3.6 million and $2.6 million, respectively.

Foreign Operations

The Company’s Canadian subsidiary contributed pretax income of approximately $7.7 million for the year ended December 31, 2005, approximately $8.3 million and ($0.4) million for the periods January 23, 2004 to December 31, 2004 and January 1, 2004 to February 11, 2004, respectively, and approximately $8.2 million and $0.0 million for the period January 10, 2003 to December 31, 2003 and January 1, 2003 to January 9, 2003, respectively.

Stock Options

On February 12, 2004, Ply Gem Investment Holdings, Inc.’s Board of Directors adopted the Ply Gem Investment Holdings, Inc. 2004 Stock Option Plan (the “Plan”) providing for grants of options to purchase up to 140,494 shares of Ply Gem Investment Holdings, Inc.’s common stock under nonqualified stock options or incentive stock options and on November 30, 2004, increased the grants provided under the plan up to 184,065 shares. Employees, directors and consultants of Ply Gem Investment Holdings, Inc. or any of its majority-owned subsidiaries are eligible for options, as specified in the Plan. Ply Gem Investment Holdings, Inc.’s Board of Directors may, among other things, select recipients of options grants, determine whether options will be nonqualified or incentive stock options, set the number of shares that may be purchased pursuant to option exercise, and determine other terms and conditions of options. The exercise price of an option must be at least the estimated fair market value of a share of common stock as of the grant date. Options generally vest over five years from the date of grant, unless specified otherwise in any individual option agreement. Generally, options will expire on the tenth anniversary of the grant date or in connection with termination of employment.

For the year ended December 31, 2005 and the period January 23, 2004 through December 31, 2004, the Company accounted for its stock-based employee compensation plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in the statement of operations, as all options granted under those plans had an exercise price at least equal to the fair value of the underlying common stock on the date of grant. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended, to stock-based employee compensation.

	Ply Gem Holdings, Inc. For the year ended December 31, 2005		Ply Gem Holdings, Inc. January 23, 2004 - December 31, 2004
	(Amounts in thousands)

Net income as reported	$	20,225	$	17,682
Deduct: Total stock-based employee compensation expense determined under fair-value method for all awards, net of tax effects		(34)		(18)
Pro forma net income	$	20,191	$	17,664

Sale Leaseback

On August 27, 2004, Ply Gem Industries, Inc. entered into a sale and leaseback transaction with net proceeds of approximately $36.0 million being used to fund a portion of the acquisition of MWM Holding, Inc. It was the Company’s intention that these leases meet the criteria for a sale leaseback transaction and receive accounting treatment as operating leases. Following Ply Gem Industries’ review, the original lease agreements were executed and treated as a sale leaseback transaction and were accounted for as operating leases in the Company’s third quarter 2004 results. After further review in connection with the preparation of the December 31, 2004 financial statements, the Company concluded that for the periods from August 27, 2004 through October 2, 2004 (Ply Gem Holdings, Inc.’s third quarter) and from October 3, 2004 to December 31, 2004 and January 1, 2005 until March 29, 2005, the date the amended lease became effective, these leases did not meet the sale leaseback accounting criteria. The primary discrepancy that was identified in the leases related to default and exchange provisions contained within the original leases that resulted in prohibited forms of continuing involvement. The lease agreement was amended effective March 29, 2005 and as of the end of the first quarter, April 2, 2005, the assets of approximately $ 35.3 million and financing obligation liability of approximately $35.7 million had been removed from the consolidated balance sheet and the leases are accounted for as operating leases.

Other New Accounting Pronouncements

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” which is an interpretation of FASB Statement No. 143, “Accounting for Asset Retirement Obligations.” The interpretation requires that a liability for the fair value of a conditional asset retirement obligation be recognized if the fair value of the liability can be reasonably estimated. The interpretation is effective for years ending after December 15, 2005. The company adopted FIN 47 on December 31, 2005. No conditional asset retirement obligations were recognized and accordingly the interpretation did not have a material impact on our financial position or results of operations.

Concentration of Risk

The accounts receivable balance related to one customer of our siding, fencing, railing and decking segment was approximately $6.3 million and $9.6 million at December 31, 2005 and December 31, 2004, respectively. This customer accounted for approximately 18.9% of net sales for the year ended December 31, 2005, 24.3% of net sales for the combined periods from January 1, 2004 to February 11, 2004 and from January 23, 2004 to December 31, 2004, and 28% of net sales for the combined periods from January 1, 2003 to January 9, 2003 and from January 10, 2003 to December 31, 2003.

Fair Value of Financial Instruments

The carrying value of the Company’s senior subordinated notes at December 31, 2005 was approximately $360.3 million. The fair value of the Company’s senior subordinated notes at December 31, 2005 is estimated to be approximately $319.5 million based on available market information. The carrying value of the Company’s other financial instruments approximates their fair value.

2. PURCHASE ACCOUNTING

On February 12, 2004, Ply Gem Holdings, Inc. purchased Ply Gem Industries, Inc. from Nortek, Inc. The Company accounted for the transaction as a purchase in accordance with the provisions of SFAS No. 141, which results in a new valuation for the assets and liabilities of Ply Gem Industries, Inc. and its subsidiaries based upon fair values as of the date of the purchase. The purchase price, including approximately $4.3 million of value attributed to Ply Gem Investment Holdings, Inc. phantom stock issued to replace Ply Gem Industries, Inc. employees’ forfeited Nortek stock options, was allocated to the assets and liabilities based on their estimated fair values.

The Company allocated the purchase price of the net assets acquired based on its estimates of the fair value of assets and liabilities as follows:

	(in thousands)
Other current assets, net of cash	$68,357
Inventories	50,293
Property, plant and equipment	116,626
Trademarks/Tradenames	25,900
Patents	12,000
Customer relationships	16,000
Goodwill	381,723
Other assets	38,661
Current liabilities	(55,964)
Assumed indebtedness	(29,473)
Other liabilities	(71,114)
Purchase price, net of cash acquired	$ 553,009

Based on appraisals received for the purchased intangible assets, $25.9 million was assigned to Trademarks and Tradenames with weighted average lives of 15 years, $12.0 million was assigned to Patents with weighted average lives of 13 years, and $16.0 million was assigned to customer relationships with weighted average lives of 10 years. As a result of this transaction, debt issue costs in the amount of $24.9 million were incurred and deferred. Approximately $293.7 million of goodwill was assigned to the siding, fencing, railing and decking segment and approximately $88.0 million of goodwill was assigned to the windows and doors segment. None of the domestic goodwill is expected to be deductible for tax purposes.

On August 27, 2004, Ply Gem Industries, Inc. acquired all of the outstanding shares of capital stock of MWM Holding, Inc. in accordance with a stock purchase agreement entered into among Ply Gem, MWM Holding, Inc., and the selling stockholders. The Company accounted for the transaction as a purchase in accordance with the provisions of SFAS No. 141, which results in a new valuation for the assets and liabilities of MWM Holding Inc. and its subsidiaries based upon fair values as of the date of the purchase. The purchase price, including approximately $2.0 million of value attributed to Ply Gem Investment Holdings, Inc. phantom stock issued to replace MWM Holding, Inc. employees’ forfeited MWM Holding, Inc. stock options, was allocated to the assets and liabilities based on their estimated fair values.

	(in thousands)
Other current assets, net of cash	$22,569
Inventories	14,437
Property, plant and equipment	36,768
Trademarks/Tradenames	32,500
Customer relationships	82,107
Goodwill	199,636
Other assets	14,204
Current liabilities	(30,291)
Other liabilities	(35,394)
Purchase price, net of cash acquired	$ 336,536

Based on appraisals received for the purchased intangible assets, approximately $32.5 million was assigned to Trademarks and Tradenames with indefinite lives and approximately $82.1 million was assigned to customer relationships with weighted average lives of 15 years. As a result of this transaction, debt issue costs in the amount of $12.4 million were incurred and deferred. All of the goodwill was assigned to the windows and doors segment. None of the goodwill is expected to be deductible for tax purposes.

Goodwill decreased by approximately $6.2 million from December 31, 2004 to December 31, 2005. A decrease of approximately $7.5 million due to the final evaluation of the acquired assets and assumed liabilities was partially offset by an increase of approximately $1.3 million due to currency translation changes. The final evaluation resulted in an approximate $0.4 million decrease in consideration paid for the acquisition in 2004.

Unaudited pro forma results of operations for the periods January 23, 2004 to December 31, 2004, January 1, 2004 to February 11, 2004, January 10, 2003 to December 31, 2003, and January 1, 2003 to January 9, 2003, as if both acquisitions had occurred at the beginning of each of the respective periods is as follows:

	January 23, 2004		January 1, 2004		January 10, 2003		January 1, 2003
	to		to		to		to
	December 31, 2004		February 11, 2004		December 31, 2003		January 9, 2003
	(Amounts in thousands)

Net Sales	$	741,442	$	67,757	$	758,636	$	14,761

Net income (loss)		22,842		(3,187)		20,012		(331)

3. INTANGIBLE ASSETS

The table that follows presents the major components of intangible assets as of December 31, 2005 and 2004:

	Average Amortization Period (in Years)		Cost		Accumulated Amortization		Net Carrying Value
		(Amounts in thousands)
2005:
Patents	13		$	12,000	$	(1,738)	$	10,262
Trademarks/Tradenames	15			25,900		(3,301)		22,599
Customer relationships	14			98,000		(10,467)		87,533
Total intangible assets			$	135,900	$	(15,506)	$	120,394

Intangible with indefinite lives:
Trademarks			$	32,500	$	--	$	32,500

2004:
Patents	13		$	12,000	$	(834)	$	11,166
Trademarks/Tradenames	15			25,900		(1,574)		24,326
Customer relationships	14			98,000		(3,335)		94,665
Total intangible assets			$	135,900	$	(5,743)	$	130,157

Intangible with indefinite lives:
Trademarks			$	32,500	$	--	$	32,500

Amortization expense for the year ended December 31, 2005, the 2004 periods from January 23, 2004 to December 31, 2004 and January 1, 2004 to February 11, 2004, and the 2003 periods from January 10, 2005 to December 31, 2003 and January 1, 2003 to January 9, 2003 was approximately $9.8 million, $5.9 million, $0.2 million, $3.8 million, and $0.1 million respectively. Amortization expense for the fiscal years 2006 through 2010 is estimated to be approximately $9.8 million per year.

4. LONG-TERM DEBT

Long-term debt in the accompanying consolidated balance sheets at December 31, 2005 and 2004 consists of the following:

	December 31, 2005		December 31, 2004
	(Amounts in thousands)

Senior term loan facility	$	277,192	$	304,501
Senior revolving credit facility		-		-
Senior subordinated notes		360,276		360,321
Asset financing obligation		-		35,769
Other borrowings		-		7,000
		637,468		707,591
Less current maturities		1,692		2,784
	$	635,776	$	704,807

The Company’s senior credit facility with a syndicate of financial institutions and institutional lenders provides for senior secured financing, consisting of term loan facilities maturing in February 2011, and a $70.0 million revolving loan facility, including a letter of credit subfacility, maturing in February 2009. The term loan facilities were drawn in full in connection with the consummation of the Ply Gem and MW Acquisitions. The term loan facilities have three tranches, originally consisting of: 1) a $170.0 million tranche under which Ply Gem Industries, Inc. is the borrower, 2) a $30.0 million tranche under which our Canadian subsidiary, CWD Windows and Doors, Inc., is the borrower, and 3) a $111.0 million tranche under which Ply Gem Industries, Inc. is the borrower, which was added to the facility August 27, 2004, as a result of the financing for the MW acquisition.

During the first quarter of 2005 we borrowed $35.5 million under the revolving credit facility and during the second, third, and fourth quarters of 2005 we repaid the entire amount of $35.5 million. As of December 31, 2005, we had $70.0 million of availability under our revolving credit facility. During the fourth quarter of 2005, we prepaid $25.0 million on the term loan. During the second quarter of 2005, the Company paid the entire balance of $7.0 million outstanding on its Economic Development Revenue Bonds.

On July 25, 2005, the Company entered into an amendment to its credit facility. Under the terms of the amended agreement, the Company will be permitted to use its excess cash flow and/or a portion of its revolving credit facility to repurchase up to $25.0 million aggregate principal amount of the Company’s 9% senior subordinated notes due 2012. Subject to market conditions, its capital needs and other factors, the Company may from time to time purchase up to $25.0 million aggregate principal amount of its 9% senior subordinated notes due 2012 in market transactions, privately negotiated sales or other transactions. As of December 31, 2005 the Company has not purchased any of its Senior Subordinated Notes.

The interest rates applicable to loans under our senior credit facilities are, at our option, equal to either a base rate plus an applicable interest margin, or an adjusted LIBOR rate plus an applicable interest margin, as defined in the senior credit facility agreement. Our rates at December 31, 2005 were 6.2%.

Our senior credit facilities (following amendments) require scheduled quarterly principal payments on the term loan facilities of approximately $0.4 million beginning in the quarter ended July 3, 2004 and for the next 23 calendar quarters thereafter, and payments of approximately $39.8 million on June 30, 2010, September 30, 2010, December 30, 2010, and approximately $151.0 million on the maturity date in February 2011, allocated pro rata between the three tranches.

The indebtedness of the U.S. borrower (Ply Gem Industries, Inc.) under our senior credit facilities is guaranteed by Ply Gem Holdings, Inc., and all of our existing and future direct and indirect subsidiaries, subject to exceptions for foreign subsidiary guarantees of the U.S. borrower’s obligations to the extent such guarantees are prohibited by applicable law or would result in materially adverse tax consequences and other exceptions. The indebtedness of the Canadian borrower under our senior credit facilities is guaranteed by Ply Gem Holdings, Inc., the U.S. borrower and all of the Canadian borrower’s future direct and indirect subsidiaries and is effectively guaranteed by all subsidiaries guaranteeing the U.S. borrower’s obligations under our senior credit facilities. All indebtedness under our senior credit facilities is secured, subject to certain exceptions, by a perfected first priority pledge of all of our equity interests and those of our direct and indirect subsidiaries, and, subject to certain exceptions, perfected first priority security interests in, and mortgages on, all tangible and intangible assets; provided that all tangible and intangible assets of the Canadian borrower and its subsidiaries are pledged to secure debt only of the Canadian borrower.

Our senior credit facilities require that we comply on a quarterly basis with certain financial covenants, including a minimum interest coverage ratio test, a maximum leverage ratio test and a maximum capital expenditures level. Our covenants also restrict the payment of dividends, with certain exceptions, without the lenders consent in writing. The Company is also required at each year end to calculate and submit within 90 days a payment of excess cash, as defined in the Company’s credit agreement. This payment will reduce the outstanding balance on the Company’s term loans.

Concurrently with the Ply Gem Acquisition, Ply Gem Industries, Inc. issued $225.0 million aggregate principal amount of our 9% senior subordinated notes due 2012, which are guaranteed by Ply Gem Holdings Inc. and the domestic subsidiaries of Ply Gem Industries, Inc. Subsequently, in connection with the MW Acquisition, Ply Gem Industries, Inc. issued an additional $135.0 million of our 9% senior subordinated notes due 2012, which are guaranteed by Ply Gem Holdings Inc. and the domestic subsidiaries of Ply Gem Industries, Inc., including MWM Holding, Inc. and its subsidiaries.

Ply Gem Holdings, Inc. is a holding company and has no operations. Under the terms of the indenture governing the senior subordinated notes, there are restrictions on the ability of Ply Gem Industries, Inc. to dividend or distribute cash or property to Ply Gem Holdings, Inc.

To fund a portion of the acquisition of MWM Holding, Inc. on August 27, 2004, Ply Gem Industries, Inc. entered into a sale and leaseback transaction with net proceeds of approximately $36.0 million. At December 31, 2004 the Company included on its balance sheet an asset financing obligation of approximately $35.8 million. The lease agreement was amended effective March 29, 2005 and as of the end of the first quarter, April 2, 2005, the financing obligation liability and corresponding assets had been removed from the balance sheet. The initial term of the leases is twenty years with an option to renew the lease for a ten year period following the initial term. These leases are net leases and are non-terminable. The basic annual rent as of December 31, 2005 is approximately $3.6 million with the annual rent being subject to adjustment for increases in the Consumer Price index upon each anniversary following the initial basic rent payment date.

The table that follows is a summary of maturities of all of the Company’s long-term debt obligations due in each fiscal year after December 31, 2005:

0;(Amounts in thousands)

2006	$	1,693
2007		1,693
2008		1,693
2009		1,693
2010		119,774
Thereafter		510,922
	$	637,468

At December 31, 2005, no letters of credit have been issued under our senior credit facility. Approximately $3.2 million of letters of credit were outstanding apart from the senior credit facility to secure certain environmental obligations.

5. DEFINED BENEFIT PLANS

The Company has two separate pension plans, the Ply Gem Group Pension Plan (the “Ply Gem Plan”) and the MW Manufacturers, Inc. Retirement Plan (the “MW Plan”). The plans are presented separately in the following discussion.

Ply Gem Plan

The Company uses a September 30 measurement date for the Ply Gem Plan. The table that follows provides a reconciliation of benefit obligations, plan assets, and funded status of the Ply Gem Plan in the accompanying consolidated and combined balance sheets at December 31, 2005 and 2004:

	December 31,			December 31,
	2005			2004
	(Amounts in thousands)
Change in projected benefit obligation
Benefit obligation at October 1,	$	14,804		$	14,352
Service cost		100			100
Interest cost		867			842
Actuarial loss		728			585
Benefits and expenses paid		(1,184	)		(1,075	)
Projected benefit obligation at September 30,	$	15,315		$	14,804

Change in plan assets
Fair value of plan assets at October 1,	$	9,660		$	9,248
Actual return on plan assets		1,003			1,057
Employer and participant contributions		343			430
Benefits and expenses paid		(1,184	)		(1,075	)
Fair value of plan assets at September 30,	$	9,822		$	9,660

Funded status and financial position:
Fair value of plan assets at September 30,	$	9,822		$	9,660
Benefit obligation at September 30,		15,315			14,804
Funded status		(5,493	)		(5,144	)
Amount contributed during fourth quarter		87			85
Unrecognized actuarial loss		722			260
Accrued benefit cost	$	(4,684	)	$	(4,799	)

Amount recognized in the balance sheet consists of:
Accrued benefit liabilities	$	(5,406	)	$	(5,059	)
Accumulated other comprehensive loss		722			260
Accrued benefit cost	$	(4,684	)	$	(4,799	)

The accumulated benefit obligation for the Ply Gem Plan was $15.3 million as of December 31, 2005 and $14.8 million as of December 31, 2004.

Plan assets consist of cash and cash equivalents, common stock, U.S. Government securities, corporate debt and mutual funds, as well as other investments. The discount rate for the projected benefit obligation was chosen based upon rates of returns available for high-quality fixed-income securities as of the plan's measurement date. With advice from our actuaries, the Company reviewed several bond indices, comparative data, and the plan's anticipated cash flows to determine a single discount rate which would approximate the rate in which the obligation could be effectively settled. The expected long-term rate of return on assets is based on the Company’s historical rate of return. The weighted average rate assumptions used in determining pension costs and the projected benefit obligation for the periods indicated are as follows:

				For the			For the			For the			For the
				period			period			period			period
	For the year			January 23,			January 1,			January 9,			January 1,
	ended			2004 to			2004 to			2003 to			2003 to
	December 31,			December 31,			February 11,			December 31,			January 10,
	2005			2004			2004			2003			2003

Discount rate for projected
benefit obligation		5.50	%		6.00	%		6.00	%		6.25	%		6.25	%
Discount rate for pension costs		6.00	%		6.25	%		6.25	%		6.25	%		6.25	%
Expected long-term average
return on plan assets		7.75	%		7.75	%		7.75	%		7.75	%		7.75	%

The Company’s net periodic benefit expense for the Ply Gem Plan for the periods indicated consists of the following components: (in thousands)

				For the			For the			For the			For the
				period			period			period			period
	For the year			January 23,			January 1,			January 10,			January 1,
	ended			2004 to			2004 to			2003 to			2003 to
	December 31,			December 31,			February 11,			December 31,			January 9,
	2005			2004			2004			2003			2003

Service cost	$	100		$	89		$	11		$	106		$	3
Interest cost		867			744			97			865			23
Expected return on plan assets		(737	)		(622	)		(81	)		(678	)		(18	)
Recognized actuarial loss		-			-			-			-			8
Net periodic benefit expense	$	230		$	211		$	27		$	293		$	16

The Ply Gem Plan weighted-average asset allocations at December 31, 2005 and 2004, by asset category are as follows:

	Plan Assets at December 31,
	2005		2004
Asset Category
Equity securities	70	%	60	%
Debt securities	29	%	40	%
Other	1	%	-

The Ply Gem Plan assets are invested to maximize returns without undue exposure to risk. The investment objectives are also to produce a total return exceeding the median of a universe of portfolios with similar average asset allocation and investment style objectives, and to earn a return, net of fees, greater or equal to the long-term rate of return used in the actuarial computations.

Risk is controlled by maintaining a portfolio of assets that is diversified across a variety of asset classes, investment styles and investment managers. The plan’s asset allocation policies are consistent with the established investment objectives and risk tolerances. The asset allocation policies are developed by examining the historical relationships of risk and return among asset classes, and are designed to provide the highest probability of meeting or exceeding the return objectives at the lowest possible risk. For 2006, the target allocation is 56% for equity securities and 44% for fixed income securities.

The Ply Gem plan was frozen as of December 31, 1998, and no further increases in benefits may occur as a result of increases in service or compensation.

MW Plan

The Company uses a September 30 measurement date for the MW Plan. The table that follows provides a reconciliation of benefit obligations, plan assets, and funded status of the MW Plan in the accompanying consolidated balance sheet at December 31, 2005 and 2004:

	December 31,		December 31,
	2005		2004
	(Amounts in thousands)
Change in projected benefit obligation
Benefit obligation at October 1,	$	18,500	$	18,406
Service cost		237		49
Interest cost		1,038		94
Actuarial loss		1,903		(2)
Curtailments		(1,520)		-
Benefits and expenses paid		(934)		(47)
Projected benefit obligation at September 30,	$	19,224	$	18,500

Change in plan assets
Fair value of plan assets at October 1,	$	11,948	$	11,228
Actual return on plan assets		1,081		149
Employer and participant contributions		1,679		617
Benefits and expenses paid		(934)		(46)
Fair value of plan assets at September 30,	$	13,774	$	11,948

Funded status and financial position:
Fair value of plan assets at September 30,	$	13,774	$	11,948
Benefit obligation at September 30,		19,224		18,500
Funded status		(5,450)		(6,552)
Amount contributed during fourth quarter		-		-
Unrecognized actuarial loss		1,659		(81)
Accrued benefit cost	$	(3,791)	$	(6,633)

Amount recognized in the balance sheet consists of:
Accrued benefit liabilities	$	(5,450)	$	(6,633)
Accumulated other comprehensive loss		1,659		-
Accrued benefit cost	$	(3,791)	$	(6,633)

The accumulated benefit obligation for the MW pension plan was approximately $19.2 million and $17.0 million as of December 31, 2005 and 2004, respectively.

MW Plan assets consist of interest-bearing cash, common/collective trusts, fixed income mutual funds, and equity mutual funds. The discount rate for the projected benefit obligation was chosen based upon rates of returns available for high-quality fixed-income securities as of the plan's measurement date. With advice from our actuaries, the Company reviewed several bond indices, comparative data, and the plan's anticipated cash flows to determine a single discount rate which would approximate the rate in which the obligation could be effectively settled. The expected long-term rate of return on assets is based on the Company’s historical rate of return. The weighted average rate assumptions used in determining pension costs and the projected benefit obligation for the periods indicated are as follows:

	For the year ended			For the period ended
	December 31, 2005			December 31, 2004

Discount rate for projected
benefit obligation		5.50	%		6.15	%
Discount rate for pension costs		6.15	%		6.15	%
Expected long-term average
return on plan assets		7.50	%		7.50	%
Rate of compensation increase		3.00	%		3.00	%

The Company’s net periodic benefit expense (income) for the MW Plan for the periods indicated consists of the following components: (in thousands)

	For the year ended		For the period ended
	December 31, 2005		December 31, 2004

Service cost	$	237	$	49
Interest cost		1,038		94
Expected return on plan assets		(918)		(71)
Curtailment gain		(1,520)		-
Net periodic benefit expense (income)	$	(1,163)	$	72

The MW Plan weighted-average asset allocations at December 31, 2005 and 2004, respectively, by asset category are as follows:

	Plan Assets at December 31,
	2005		2004
Asset Category
Equity securities		50%		50%
Debt securities		48%		48%
Cash and equivalents		2%		2%

The MW Plan assets are invested to maximize returns without undue exposure to risk. The investment objectives are also to produce a total return exceeding the median of a universe of portfolios with similar average asset allocation and investment style objectives, and to earn a return, net of fees, greater or equal to the long-term rate of return used in the actuarial computations.

Risk is controlled by maintaining a portfolio of assets that is diversified across a variety of asset classes, investment styles and investment managers. The MW Plan’s asset allocation policies are consistent with the established investment objectives and risk tolerances. The asset allocation policies are developed by examining the historical relationships of risk and return among asset classes, and are designed to provide the highest probability of meeting or exceeding the return objectives at the lowest possible risk. For 2006 the target allocation is 56% for equity securities and 44% for fixed income securities.

The MW plan was frozen for salaried participants as of October 31, 2004, and no further increases in benefits for salaried participants may occur as a result of increases in service or compensation. The MW plan was frozen for non-salaried participants during 2005. No additional non-salaried participants may enter the plan, but increases in benefits as a result of increases in service or compensation will still occur. As a result of this change, a curtailment gain of approximately $1.5 million was recognized during 2005.

During fiscal year 2006 the Company expects to make cash contributions of approximately $1.8 to the Ply Gem Plan and approximately $0.2 to the MW Plan.

The following table shows expected benefit payments for the next five fiscal years and the aggregate five years thereafter from the Ply Gem Plan and the MW Plan. These benefit payments consist of qualified defined benefit plan payments that are made from the respective plan trusts and do not represent an immediate cash outflow to the Company.

Fiscal Year	Expected Benefit Payments
	(in thousands)

2006		$ 1,534
2007		1,487
2008		1,602
2009		1,413
2010		1,710
2011-2015		10,631

The Company has an unfunded nonqualified Supplemental Executive Retirement Plan for certain employees. The projected benefit obligation relating to this unfunded plan totaled approximately $318,000 and $254,000 at December 31, 2005 and 2004, respectively. Pension expense for the plan was approximately $16,000 and $2,000 for the years ended December 31, 2005 and 2004, respectively.

6. DEFINED CONTRIBUTION PLANS

The Company has defined contribution 401(k) plans covering substantially all employees. The Company matches 50% of the first 6% of employee contributions for all plans except for the plans that are contributed to pursuant to collective bargaining agreements, which have no company match. The Company also has the option of making discretionary contributions. Our contributions were approximately $3.1 million for the year ended December 31, 2005, approximately $1.6 million and $0.2 million for the periods from January 23, 2004 to December 31, 2004 and January 1, 2004 to February 11, 2004, respectively, and approximately $1.8 million and $0.05 million for the periods from January 10, 2003 to December 31, 2003 and January 1, 2003 to January 9, 2003, respectively.

7. COMMITMENTS AND CONTINGENCIES

At December 31, 2005, the Company is obligated under lease agreements for the rental of certain real estate and machinery and equipment used in its operations. Future minimum rental obligations aggregate approximately $110.7 million at December 31, 2005. Certain of our lease agreements contain clauses for rent increases based on the consumer price index. The obligations are payable as follows:

; (Amounts in thousands)

2006	$	10,330
2007		8,687
2008		7,318
2009		6,920
2010		6,365
Thereafter		71,077

Total rental expense for all operating leases amounted to approximately $13.7 million for the year ended December 31, 2005, approximately $6.4 million and $0.6 million for the periods January 23, 2004 to December 31, 2004 and January 1, 2004 to February 11, 2004, respectively, and approximately $6.1 million and $0.1 million for the periods January 10, 2003 to December 31, 2003 and January 1, 2003 to January 9, 2003, respectively.

In connection with the Ply Gem Acquisition, Nortek has agreed to indemnify the Company for certain liabilities as set forth in the Purchase Agreement. In the event Nortek is unable to satisfy amounts due under these indemnifications then the Company would be liable. The Company believes that Nortek has the financial capacity to honor its indemnification obligations and therefore does not anticipate incurring any losses related to liabilities indemnified by Nortek under the Purchase Agreement. A receivable related to this indemnification has been recorded in other long-term assets in the approximate amount of $9.1 million.

The Company has indemnified third parties in certain transactions involving dispositions of former subsidiaries. As of December 31, 2005 and December 31, 2004, the Company has recorded liabilities in relation to these indemnifications of approximately $8.1 million and $13.2 million, respectively, consisting of the following:

	(amounts in thousands)
	2005	2004
Product claim liabilities	$ 3,801	$ 3,813
Long-term lease liabilities	231	5,152
Multiemployer pension plan withdrawal liability	4,028	4,187
	$ 8,060	$ 13,152

The product claim liabilities of approximately $3.8 million at December 31, 2005 and December 31, 2004, consisting of approximately $2.3 million recorded in current liabilities and approximately $1.5 million recorded in long term liabilities, represented the estimated costs to resolve the outstanding matters related to a former subsidiary of the Company, which is a defendant in a number of lawsuits alleging damage caused by alleged defects in certain pressure treated wood products. The Company had indemnified the buyer of the former subsidiary for all known liabilities and future claims relating to such matters and retained the rights to all potential reimbursements related to insurance coverage. Many of the suits have been resolved by dismissal or settlement with amounts being paid out of insurance proceeds or other third party recoveries. The Company and the former subsidiary continue to vigorously defend the remaining suits. Certain defense and indemnity costs are being paid out of insurance proceeds and proceeds from a settlement with suppliers of material used in the production of the treated wood products. The Company and the former subsidiary have engaged in coverage litigation with certain insurers and have settled coverage claims with several of the insurers.

The long-term lease liabilities of approximately $0.2 million and $5.2 million recorded in long term liabilities at December 31, 2005 and December 31, 2004, respectively, relate to the estimated amounts to be paid, net of any estimated recoveries where subleases are in place, primarily in connection with various facility leases where the Company has retained the liability for the lease agreement in connection with the sale of certain former subsidiaries that utilized the facilities. Accrued costs include base rent, additional rent for specified consumer price index increases as defined in the leases, taxes, utilities, insurance, repairs and maintenance and, if applicable, the estimated settlement costs to terminate the leases prior to the end of their scheduled term. The Company has recorded all long-term lease liabilities at the undiscounted gross amount expected to be paid to settle the liabilities in the future. Approximately $4.9 million and $1.1 million of these long-term lease liabilities were settled and paid during fiscal years 2005 and 2004, respectively.

The multiemployer pension liability of approximately $4.0 million and $4.2 million recorded in long term liabilities at December 31, 2005 and December 31, 2004, respectively, relates to liabilities assumed by the Company in 1998 when its former subsidiary, Studley Products, Inc. (“Studley”) was sold. In connection with the sale, Studley ceased making contributions to the Production Service and Sales District Council Pension Fund (the “Pension Fund”), and the Company assumed responsibility for all withdrawal liabilities to be assessed by the Pension Fund. Accordingly, the Company is making quarterly payments of approximately $0.1 million to the Pension Fund through 2018 based upon the assessment of withdrawal liability received from the Pension Fund. The multiemployer pension liability represents the present value of the quarterly payment stream using a 6% discount rate as well as an estimate of additional amounts that may be assessed in the future by the Pension Fund under the contractual provisions of the Pension Fund.

Included in the indemnified items are accrued liabilities as of December 31, 2005 and 2004, of approximately $0.8 million in accrued expenses to cover the estimated costs of known litigation claims, including the estimated cost of legal services, that the Company is contesting including certain employment and former shareholder litigation related to the Company.

The Company sells a number of products and offers a number of warranties. The specific terms and conditions of these warranties vary depending on the product sold and country in which the product is sold. The Company estimates the costs that may be incurred under their warranties and records a liability for such costs at the time of sale. Factors that affect the Company’s warranty liabilities include the number of units sold, historical and anticipated rates of warranty claims, cost per claim and new product introduction. The Company periodically assesses the adequacy of the recorded warranty claims and adjusts the amounts as necessary. As of December 31, 2005, warranty liabilities of approximately $4.3 million have been recorded in current liabilities and approximately $6.5 million have been recorded in long term liabilities.

Changes in the Company’s short-term and long-term warranty liabilities are as follows:

	For the year		January 23, 2004		January 1, 2004
	ended		to		to
	December 31, 2005		December 31, 2004		February 11, 2004
	(Amounts in thousands)

Balance, beginning of period	$	11,095	$	9,491	$	9,499
Warranty expense provided during period		2,726		3,003		330
Settlements made during period		(3,031)		(2,630)		(338)
Liability assumed with MW Acquisition		-		3,231		-
Liability assumed by third party		-		(2,000)		-
Balance, end of period	$	10,790	$	11,095	$	9,491

In April 2004, certain assets and liabilities (including short-term and long-term warranties of $2.0 million) of our subsidiary, Thermal-Gard, were sold to a third party.

The Company is subject to other contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, including, among others, environmental matters, contract and employment claims, product liability, warranty and modification, adjustment or replacement of component parts of units sold, which may include product recalls. Product liability, environmental and other legal proceedings also include matters with respect to businesses previously owned. The Company has used various substances in their products and manufacturing operations, which have been or may be deemed to be hazardous or dangerous, and the extent of its potential liability, if any, under environmental, product liability and workers’ compensation statutes, rules, regulations and case law is unclear. Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated. It is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, and therefore no such estimate has been made.

8. SALE LEASEBACK

On August 27, 2004, Ply Gem Industries, Inc. entered into a sale and leaseback transaction with net proceeds of approximately $36.0 million being used to fund a portion of the acquisition of MWM Holding, Inc. It was the Company’s intention that these leases meet the criteria for a sale leaseback transaction and receive accounting treatment as operating leases. Following Ply Gem Industries’ review, the original lease agreements were executed and treated as a sale leaseback transaction and were accounted for as operating leases in the Company’s third quarter 2004 results. After further review in connection with the preparation of the December 31, 2004 financial statements, the Company concluded that for the periods from August 27, 2004 through October 2, 2004 (Ply Gem Holdings, Inc.’s third quarter) and from October 3, 2004 to December 31, 2004 and January 1, 2005 until the amended lease became effective, these leases did not meet the sale leaseback accounting criteria. The primary discrepancy that was identified in the leases related to default and exchange provisions contained within the original leases that resulted in prohibited forms of continuing involvement. Therefore, as of December 31, 2004 and as of our third quarter ended October 2, 2004 approximately $36.0 million of land and buildings and the related financial obligation were recorded on the balance sheet. Because this resulted in a default of certain debt covenants under Ply Gem’s credit agreement, Ply Gem requested and

received a waiver from our lenders that provides that these leases did not constitute indebtedness under Ply Gem’s credit agreement for the restriction of indebtedness covenant and any lien in connection with such leases did not constitute a lien for the purposes of the restriction on liens covenant through April 30, 2005 and only so long as these leases did not represent more than an aggregate of $36.0 million of capital lease obligations. The impact of the correct lease accounting on the third quarter ended October 2, 2004 net earnings was approximately $0.1 million. Assets subject to the leases were included in the consolidated balance sheet as follows:

	December 31, 2004
	(in thousands)
Land			$5,183
Buildings			31,263
			36,446
Less: Accumulated depreciation			(856)
		$	35,590

The lease agreement was amended effective March 29, 2005 and as of the end of the first quarter, April 2, 2005, the assets of approximately $ 35.3 million and financing obligation liability of approximately $35.7 million had been removed from the consolidated balance sheet and a deferred gain of approximately $0.4 was recorded. As a result of the amendment, the leases are now accounted for as operating leases.

The initial term of the leases is twenty years with an option to renew the lease for a ten year period following the initial term. These leases are net leases and are non-terminable. The basic annual rent was approximately $3.5 million in the first year with the annual rent rate being subject to adjustment for increases in the Consumer Price Index upon each anniversary following the initial basic rent payment date.

9. ACCRUED EXPENSES AND TAXES, AND OTHER LONG-TERM LIABILITIES

Accrued expenses and taxes, net, consist of the following at December 31, 2005 and December 31, 2004:

	December 31, 2005		December 31, 2004
	(Amounts in thousands)

Insurance	$	4,660	$	4,460
Employee compensation and benefits		11,727		12,730
Sales and marketing		16,061		14,396
Product warranty		4,331		4,040
Short-term product claim liability		2,321		2,321
Interest		16,576		12,134
Other		8,343		11,863
	$	64,019	$	61,944

Other long-term liabilities consist of the following at December 31, 2005 and December 31, 2004:

	December 31, 2005		December 31, 2004
	(Amounts in thousands)

Insurance	$	1,731	$	3,597
Pension liabilities		14,974		14,454
Product warranty		6,459		7,055
Long-term lease liabilities		231		5,152
Long-term product claim liability		1,480		1,492
Contingent tax liability		6,646		-
Other		950		651
	$	32,471	$	32,401

10. INCOME TAXES

The following is a summary of the components of earnings (loss) before provision (benefit) for income taxes: (in thousands)

	For the year		For the period		For the period		For the period		For the period
	ended		January 23, 2004 to		January 1, 2004 to		January 10, 2003 to		January 1, 2003 to
	December 31, 2005		December 31, 2004		February 11, 2004		December 31, 2003		January 9, 2003

Domestic	$	25,182	$	20,664	$	(4,784)	$	10,000	$	(1,400)
Foreign		7,694		8,329		(416)		8,200		-
	$	32,876	$	28,993	$	(5,200)	$	18,200	$	(1,400)

The following is a summary of the provision (benefit) for income taxes included in the accompanying consolidated statement of operations: (in thousands)

	For the year		For the period		For the period		For the period		For the period
	ended		January 23, 2004 to		January 1, 2004 to		January 10, 2003 to		January 1, 2003 to
	December 31, 2005		December 31, 2004		February 11, 2004		December 31, 2003		January 9, 2003

Federal:
Current	$	5,071	$	278	$	-	$	2,100	$	(900)
Deferred		3,130		6,398		(1,381)		1,500		400
		8,201		6,676		(1,381)		3,600		(500)

State:
Current	$	1,060	$	893	$	-	$	2,900	$	-
Deferred		884		697		(329)		-		-
		1,944		1,590		(329)		2,900		-

Foreign:
Current	$	1,563	$	2,115	$	(140)	$	700	$	-
Deferred		943		930		-		-		-
		2,506		3,045		(140)		700		-

Total	$	12,651	$	11,311	$	(1,850)	$	7,200	$	(500)

Income tax payments (refunds), net, were approximately $7.2 million for the year ended December 31, 2005, and approximately $1.3 million, $(0.01) million, and $0.7 million, for the period from January 23, 2004 to December 31, 2004, the period from January 10, 2003 to December 31, 2003, and the period January 1, 2003 to January 9, 2003, respectively. In addition, CWD Windows transferred to BNC approximately $0.001 million, $1.1 million, and $3.7 million, for the period from January 1,2004 to February 11, 2004, the period from January 10, 2003 to December 31, 2003, and the period January 1, 2003 to January 9, 2003, respectively.

The table that follows reconciles the federal statutory income tax rate of continuing operations to the effective tax rate of such earnings of approximately 38.5% for the year ended December 31, 2005, 39.0% and 35.6%, for the periods from January 23, 2004 to December 31, 2004 and January 1 to February 11, 2004, respectively, and 39.6% and 35.7% for the periods from January 10, 2003 to December 31, 2003 and January 1, 2003 to January 9, 2003, respectively. (in thousands).

	For the year		For the period		For the period		For the period		For the period
	ended		January 23, 2004 to		January 1, 2004 to		January 10, 2003 to		January 1, 2003 to
	December 31, 2005		December 31, 2004		February 11, 2004		December 31, 2003		January 9, 2003

Income tax provision
(benefit) at the federal
statutory rate	$	11,510	$	10,148	$	(1,820)	$	6,370	$	(490)

Net change from
statutory rate:
State income tax
provision (benefit), net
of federal income tax
effect		1,260		1,033		(239)		455		-
Effect of subsidiaries
taxes at non U.S.
statutory rate		(67)		4		6		30		-
Other, net		(52)		126		203		345		(10)
	$	12,651	$	11,311	$	(1,850)	$	7,200	$	(500)

The tax effect of temporary differences, which gave rise to significant portions of deferred income tax assets and liabilities as of December 31, 2005 and 2004 are as follows (in thousands):

	December 31, 2005		December 31, 2004

Deferred tax assets:
Accounts receivable	$	3,311	$	3,272
Inventories		1,736		1,554
Insurance reserves		2,385		2,723
Warranty reserves		4,050		4,193
Pension accrual		4,309		4,530
Deferred financing		1,158		-
Other assets, net		4,128		2,084
Capital loss carry-forward / net loss carry-forward		12,875		16,281
Valuation allowances		(142)		(1,635)
Total deferred tax assets		33,810		33,002
Deferred tax liabilities:
Property and equipment, net		(25,698)		(33,402)
Intangible assets, net		(51,089)		(52,202)
Unrealized foreign currency gain		(740)		(751)
Other liabilities, net		(1,137)		(647)
Total deferred tax liabilities		(78,664)		(87,002)
Net deferred tax liability	$	(44,854)	$	(54,000)

The Company has established valuation allowances related to certain capital loss carry-forwards. At December 31, 2005, Ply Gem has approximately $0.4 million of capital loss carry-forwards, which can be utilized to offset capital gains, if any, in future periods. These capital loss carry-forwards expire in 2007. The valuation allowance decreased by approximately $1.5 million due to the expiration of related capital loss carry-forwards at December 31, 2005. In addition, the company has approximately $31.8 million of net operating loss carry-forwards which can be utilized to offset future taxable income. These loss carry-forwards will expire between the years 2017 and 2022 if not utilized.

In 2005, pursuant to the provisions of the American Jobs Creation Act of 2004, the Company repatriated approximately $1.0 million (net of approximately $0.1 million withholding) from its Canadian subsidiary.

The Company has not provided United States income taxes of approximately $3.7 million or foreign withholding taxes on un-remitted foreign earnings in Canada. Not withstanding the provisions within the American Jobs Creation Act of 2004, the company continues to consider these amounts to be permanently invested. As of December 31, 2005, accumulated foreign earnings in Canada were approximately $9.3 million.

We establish reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained. During 2005, the Company established reserves of approximately $6.6 million relating to Net Operating Losses acquired in the MW acquisition and transactions costs associated with the Ply Gem and MW acquisitions. If the benefits for which a reserve has been provided are subsequently recognized, they will reduce goodwill resulting from the application of the purchase method of accounting for these transactions.

11. STOCK COMPENSATION

The Board of Directors of Ply Gem Investment Holdings, Inc. administers the Ply Gem Investment Holdings, Inc. Stock Option Plan (the “Plan”) and selects eligible directors, employees, consultants and advisors to receive options. The board of directors also will determine the number and type of shares of stock covered by options granted under the Plan, the terms under which options may be exercised, the exercise price of the options and other terms and conditions of the options in accordance with the provisions of the Plan. In 2004, the board adopted the Plan providing for options to purchase up to 148,050 shares of Ply Gem Investment Holdings, Inc.’s common stock under nonqualified stock options or incentive stock options, and on November 30, 2004, increased the grants provided under the plan up to 184,065 shares. Because the Plan did not exist prior to 2004, no comparable information is available or presented for 2003.

A summary of the Company’s stock option activity and related information for the years ended December 31, 2005 and 2004 is provided below:

	2005					2004
	Weighted-Average		Number of		Weighted-Average		Number of
	Exercise Price		Shares		Exercise Price		Shares

Outstanding at beginning of period	$	10.00		140,494		-		-
Granted	$	10.00		11,800	$	10.00		140,494
Exercised				-				-
Canceled	$	10.00		(17,700)				-
Outstanding at end of period	$	10.00		134,594	$	10.00		140,494

	December 31, 2005		December 31, 2004

Weighted-average fair value of options
granted during the year	$	2.13	$	1.76

Stock Options as of December 31, 2005
			Remaining
Exercise	Options		Contractual		Options
Price	Outstanding		Life (Years)		Exercisable

$ 10.00		69,694		8.15		-
$ 10.00		59,000		8.70		-
$ 10.00		5,900		9.95		-
As of December 31,2005		134,594		8.47		-

The weighted-average remaining contract life for options outstanding at December 31, 2005 is 8.47 years.

Pro forma information regarding net income and earnings per share is required by SFAS No. 123. SFAS No. 123 requires that pro forma information be determined as if the Company has accounted for stock options under the fair value method of that statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2005: a weighted-average risk-free interest rate of 4.35%; volatility of 10%; dividend yield of 0.0%; and a weighted-average expected life of the option of 3.47 years in 2005.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options.

Upon completion of the Ply Gem and MW Acquisitions, certain members of management contributed their investments in predecessor companies in exchange for Ply Gem Investment Holdings, Inc.’s phantom stock units. Each participant's interest in the plan is recorded in a bookkeeping account, and these accounts are deemed invested in Ply Gem Investment Holdings, Inc.'s stock. No stock will initially be issued under the plan, but upon liquidation and payment of a participant's account under the plan, the value of the account generally may be paid to the participant either in shares of Ply Gem Investment Holdings Inc.'s stock having a fair value equal to the account balance or in cash, at the discretion of Ply Gem Investment Holdings, Inc. At December 31, 2005, bookkeeping accounts were credited with approximately $5.2 million of common and preferred units.

12. SEGMENT INFORMATION

Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information” (SFAS 131) requires companies to report certain information about operating segments in their financial statements and established standards for related disclosures about products and services, geographic areas and major customers. SFAS 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance. Operating segments meeting certain aggregation criteria may be combined into one reportable segment for disclosure purposes. Comparative information for prior years is presented to conform to our current organizational structure.

The Company has two reportable segments: 1) vinyl siding, fencing, railing, and decking and 2) windows and doors.

The income (loss) before income taxes of each segment includes the revenue generated on transactions involving products within that segment less identifiable expenses. Unallocated income and expenses include items which are not directly attributed to or allocated to either of our reporting segments. Such items include interest, legal costs, corporate payroll, and unallocated finance and accounting expenses. Unallocated corporate assets include cash and certain receivables. Interest expense is presented net of investment income.

Following is a summary of the Company’s segment information:

	For the Year		January 23,		January 1,			January 10,		January 1,
	ended		2004 to		2004 to			2003 to		2003 to
	December 31,		December 31,		February 11,			December 31,		January 9
	2005		2004		2004			2003		2003
	(Amounts in thousands)

Net Sales
Siding, Fencing, Railing and Decking	$	390,925	$	352,167	$	29,546		$	363,051	$	6,760
Windows and Doors		447,943		233,778		11,066			159,514		2,064
	$	838,868	$	585,945	$	40,612		$	522,565	$	8,824

Operating Earnings
Siding, Fencing, Railing and Decking	$	44,892	$	40,951	$	690		$	43,855	$	106
Windows and Doors		47,699		24,051		(1,444)			15,782		(361)
Unallocated		(3,798)		(1,269)		(791)			(8,516)		(171)
	$	88,793	$	63,733	$	(1,545)		$	51,121	$	(426)

Interest expense, net
Siding, Fencing, Railing and Decking	$	296	$	35	$	3,610		$	32,557	$	805
Windows and Doors		1,804		2,385		6			73		1
Unallocated		54,827		34,793		39			291		168
	$	56,927	$	37,213	$	3,655		$	32,921	$	974
Depreciation and amortization
Siding, Fencing, Railing and Decking	$	12,552	$	11,134	$	1,301		$	11,777	$	235
Windows and Doors		13,247		5,918		275			2,712		74
Unallocated		326		693		(203	)		213		18
	$	26,125	$	17,745	$	1,373		$	14,702	$	327
Income tax expense (benefit)
Unallocated	$	12,651	$	11,311	$	(1,850)		$	7,200	$	(500)

Capital expenditures
Siding, Fencing, Railing and Decking	$	4,948	$	4,174	$	616		$	6,871	$	320
Windows and Doors		9,794		2,437		102			816		29
Unallocated		-		162		-			-		-
	$	14,742	$	6,773	$	718		$	7,687	$	349

Total assets
Siding, Fencing, Railing and Decking	$	468,679	$	523,110	$	487,676		$	482,270	$	490,276
Windows and Doors		534,828		555,520		51,881			64,088		64,011
Unallocated		46,491		25,669		(45,943)			(42,990)		20,712
	$	1,049,998	$	1,104,299	$	493,614		$	503,368	$	574,999

Our Canadian subsidiary represents a majority of our sales to foreign customers. Other subsidiaries’ sales outside the United States are less than 1% of our total sales.

13. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly results of operations.

	Quarter		Quarter		Quarter		Quarter
	Ended		Ended		Ended		Ended
	December 31,		October 1,		July 2,		April 2,
	2005		2005		2005		2005
	(Amounts in thousands)


Net sales	$	211,315	$	225,515	$	230,303	$	171,735

Gross Profit		46,819		55,043		55,461		33,969

Net income (loss)		3,701		11,271		9,108		(3,855)

	Quarter		Quarter		Quarter		Period		Period
	Ended		Ended		Ended		Ended		Ended
	December 31,		October 2,		July 3,		April 2,		February 11
	2004		2004		2004		2004		2004
	(Amounts in thousands)


Net sales	$	181,438	$	178,732	$	153,025	$	72,750	$	40,612

Gross Profit		36,691		45,961		39,679		14,881		7,001

Net income (loss)		(1,090)		9,571		9,142		59		(3,350)

14. SUBSEQUENT EVENTS

On February 24, 2006 in connection with the acquisition (the “Alenco Acquisition”) of AWC Holding Company (“AWC”, and together with its subsidiaries, “Alenco”) a new holding company, Ply Gem Prime Holdings, Inc., was formed pursuant to a merger involving Ply Gem Investment Holdings, Inc. As a result, Ply Gem Prime Holdings, Inc. became the sole shareholder of Ply Gem Investment Holdings, Inc. Each outstanding share of capital stock of Ply Gem Investment Holdings, Inc. was converted into a share of a corresponding class of shares of the capital stock of Ply Gem Prime Holdings, Inc. and Ply Gem Prime Holdings, Inc. assumed Ply Gem Investment Holdings, Inc.’s obligations under the Ply Gem Investment Holdings 2004 Stock Option Plan. In connection therewith, each outstanding stock option and phantom unit of Ply Gem Investment Holdings, Inc. was converted on a 1:1 basis into a stock option and phantom unit of Ply Gem Prime Holdings, Inc.

15. GUARANTOR/NON-GUARANTOR

In connection with the financing of the Ply Gem Acquisition, Ply Gem Industries issued $225 million of its 9% Senior Subordinated Notes due 2012 (the “Notes”). As a result of the MW Acquisition, an additional $135 million of Notes were issued. The Notes are secured by full and unconditional guarantees on a joint and several basis from certain of the Company’s 100% owned subsidiaries. Accordingly, the following guarantor and non-guarantor information is presented as of December 31, 2005 and December 31, 2004 for the year ended December 31, 2005, the period from January 23, 2004 to December 31, 2004, January 1, 2004 to February 11, 2004, the period from January 10, 2003 to December 31, 2003, and the period from January 1, 2003 to January 9, 2003. The non-guarantor information presented represents our Canadian subsidiary.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2005

	Guarantor		Issuer						Non-
	Ply Gem		Ply Gem			Guarantor			Guarantor
	Holdings, Inc.		Industries, Inc.			Subsidiaries			Subsidiary			Eliminations			Consolidated
	(Amounts in thousands)

Net Sales	$	-	$	-		$	778,927		$	59,941		$	-		$	838,868
Costs and Expenses:
Cost of products sold		-		-			606,886			40,690			-			647,576
Selling, general and
administrative expense		-		6,298			76,297			10,143			-			92,738
Intercompany administrative
charges		-		(7,795	)		7,795			-			-			-
Amortization of intangible assets		-		-			9,761			-			-			9,761
Total Costs and Expenses		-		(1,497	)		700,739			50,833			-			750,075
Operating earnings		-		1,497			78,188			9,108			-			88,793
Foreign currency gain		-		-			-			1,010			-			1,010
Intercompany interest		-		49,815			(48,790	)		(1,025	)		-			-
Interest expense		-		(55,199	)		(999	)		(1,459	)		-			(57,657	)
Investment income		-		372			299			59			-			730
Income (loss) before equity in
subsidiaries' income		-		(3,515	)		28,698			7,693			-			32,876
Equity in subsidiaries' income		20,225		22,334			-			-			(42,559	)		-

Income before provision (benefit)
for income taxes		20,225		18,819			28,698			7,693			(42,559	)		32,876
Provision (benefit)for income taxes		-		(1,406	)		11,551			2,506			-			12,651
Net income	$	20,225	$	20,225		$	17,147		$	5,187		$	(42,559	)	$	20,225

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the period from January 23, 2004 to December 31, 2004

	Guarantor		Issuer						Non-
	Ply Gem		Ply Gem			Guarantor			Guarantor
	Holdings, Inc.		Industries, Inc.			Subsidiaries			Subsidiary			Eliminations			Consolidated
	(Amounts in thousands)

Net Sales	$	-	$	-		$	539,357		$	46,588		$	-		$	585,945
Costs and Expenses:
Cost of products sold		-		-			417,994			30,739			-			448,733
Selling, general and
administrative expense		-		2,283			57,598			7,687			-			67,568
Intercompany administrative
charges		-		(22,049	)		22,049			-			-			-
Amortization of intangible assets		-		129			5,782			-			-			5,911
Total Costs and Expenses		-		(19,637	)		503,423			38,426			-			522,212
Operating earnings		-		19,637			35,934			8,162			-			63,733
Foreign currency gain		-		-			-			2,473			-			2,473
Interest expense		-		(33,912	)		(1,143	)		(2,318	)		-			(37,373	)
Investment income		-		87			61			12			-			160
Income (loss) before equity in
subsidiaries' income		-		(14,188	)		34,852			8,329			-			28,993
Equity in subsidiaries' income		17,682		31,870			-			-			(49,552	)		-

Income before provision (benefit)
for income taxes		17,682		17,682			34,852			8,329			(49,552	)		28,993
Provision (benefit)for income taxes		-		-			7,960			3,351			-			11,311
Net income	$	17,682	$	17,682		$	26,892		$	4,978		$	(49,552	)	$	17,682

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED COMBINING STATEMENT OF OPERATIONS
For the period from January 1, 2004 to February 11, 2004

	Issuer						Non-
	Ply Gem			Guarantor			Guarantor
	Industries, Inc.			Subsidiaries			Subsidiary			Eliminations		Combined
	(Amounts in thousands)

Net Sales	$	-		$	37,187		$	3,425		$	-	$	40,612
Costs and Expenses:
Cost of products sold		-			30,991			2,620			-		33,611
Selling, general and
administrative expense		561			6,552			1,232			-		8,345
Intercompany administrative
charges		(3,166	)		3,166			-			-		-
Amortization of intangible assets		-			201			-			-		201
Total Costs and Expenses		(2,605	)		40,910			3,852			-		42,157
Operating earnings		2,605			(3,723	)		(427	)		-		(1,545	)
Interest expense		(39	)		(3,645	)		-			-		(3,684	)
Investment income		-			18			11			-		29
Income (loss) before equity in
subsidiaries' income		2,566			(7,350	)		(416	)		-		(5,200	)
Equity in subsidiaries' income (loss)		(5,667	)		-			-			5,667		-

Income before provision (benefit)
for income taxes		(3,101	)		(7,350	)		(416	)		5,667		(5,200	)
Provision (benefit) for income taxes		-			(1,683	)		(167	)		-		(1,850	)
Net income (loss)	$	(3,101	)	$	(5,667	)	$	(249	)	$	5,667	$	(3,350	)

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED COMBINING STATEMENT OF OPERATIONS
For the period from January 10, 2003 to December 31, 2003

	Issuer						Non-
	Ply Gem			Guarantor			Guarantor
	Industries, Inc.			Subsidiaries			Subsidiary		Eliminations			Combined
	(Amounts in thousands)

Net Sales	$	-		$	474,015		$	48,550	$	-		$	522,565
Costs and Expenses:
Cost of products sold		-			360,913			32,761		-			393,674
Selling, general and
administrative expense		2,666			63,688			7,579		-			73,933
Intercompany administrative
charges		(7,813	)		7,744			69		-			-
Amortization of intangible assets		-			3,837			-		-			3,837
Total Costs and Expenses		(5,147	)		436,182			40,409		-			471,444
Operating earnings		5,147			37,833			8,141		-			51,121
Interest expense		(465	)		(32,653	)		1		-			(33,117	)
Investment income		18			120			58		-			196
Income before equity in
subsidiaries' income		4,700			5,300			8,200		-			18,200
Equity in subsidiaries' income		5,300			-			-		(5,300	)		-

Income before provision (benefit)
for income taxes		10,000			5,300			8,200		(5,300	)		18,200
Provision (benefit)for income taxes		4,300			2,200			2,900		(2,200	)		7,200
Net income	$	5,700		$	3,100		$	5,300	$	(3,100	)	$	11,000

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED COMBINING STATEMENT OF OPERATIONS
For the period from January 1, 2003 to January 9, 2003

	Issuer				Non-
	Ply Gem		Guarantor		Guarantor
	Industries, Inc.		Subsidiaries		Subsidiary		Eliminations		Combined
	(Amounts in thousands)

Net Sales	$	-	$	8,263	$	561	$	-	$	8,824
Costs and Expenses:
Cost of products sold		-		7,184		467		-		7,651
Selling, general and
administrative expense		68		1,396		65		-		1,529
Intercompany administrative
charges		(480)		449		31		-		-
Amortization of intangible assets		-		70		-		-		70
Total Costs and Expenses		(412)		9,099		563		-		9,250
Operating earnings		412		(836)		(2)		-		(426)
Interest expense		(12)		(963)		(1)		-		(976)
Investment income		-		(1)		3		-		2
Income (loss) before equity in
subsidiaries' income		400		(1,800)		-		-		(1,400)
Equity in subsidiaries' income (loss)		(1,800)		-		-		1,800		-

Income before provision (benefit)
for income taxes		(1,400)		(1,800)		-		1,800		(1,400)
Provision (benefit) for income taxes		(500)		(600)		-		600		(500)
Net income (loss)	$	(900)	$	(1,200)	$	-	$	1,200	$	(900)

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2005

	Guarantor		Issuer				Non-
	Ply Gem		Ply Gem		Guarantor		Guarantor
	Holdings, Inc.		Industries, Inc.		Subsidiaries		Subsidiary		Eliminations		Consolidated
	(Amounts in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	9,501	$	9,130	$	3,542	$	-	$	22,173
Accounts receivable, net		-		-		63,714		6,643		-		70,357
Inventories:
Raw materials		-		-		27,821		3,594		-		31,415
Work in process		-		-		4,249		831		-		5,080
Finished goods		-		-		16,891		1,832		-		18,723
Total inventory		-		-		48,961		6,257		-		55,218
Prepaid expenses and other
current assets		-		1,372		7,699		356		-		9,427
Deferred income taxes		-		-		13,330		-		-		13,330
Total current assets		-		10,873		142,834		16,798		-		170,505
Investments in subsidiaries		215,514		164,946		-		-		(380,460)		-
Property and Equipment, at cost:
Land		-		-		1,870		150		-		2,020
Buildings and improvements		-		106		14,815		647		-		15,568
Machinery and equipment		-		49		115,932		3,244		-		119,225
-				155		132,617		4,041		-		136,813
Less accumulated depreciation		-		(44)		(26,192)		(849)		-		(27,085)
Total property and equipment,
net		-		111		106,425		3,192		-		109,728
Other Assets:
Goodwill		-		-		538,588		40,404		-		578,992
Intangible assets, net		-		-		152,894		-		-		152,894
Intercompany note receivable		-		650,346		-		-		(650,346)		-
Other		-		37,774		105		-		-		37,879
Total other assets		-		688,120		691,587		40,404		(650,346)		769,765
	$	215,514	$	864,050	$	940,846	$	60,394	$	(1,030,806)	$	1,049,998

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of long-term
debt	$	-	$	1,443	$	-	$	249	$	-	$	1,692
Accounts payable		-		149		38,825		3,368		-		42,342
Accrued expenses and taxes		-		21,477		39,667		2,875		-		64,019
Total current liabilities		-		23,069		78,492		6,492		-		108,053
Deferred income taxes		-		-		56,947		1,237		-		58,184
Intercompany note payable		-		-		641,000		9,346		(650,346)		-
Other long term liabilities		-		12,855		18,664		952		-		32,471
Long-term debt, less current
maturities		-		611,512		-		24,264		-		635,776
Stockholder's Equity:
Preferred stock		-		-		-		-		-		-
Common stock		-		-		-		-		-		-
Additional paid-in-capital		175,461		175,461		103,161		5,637		(284,259)		175,461
Intercompany dividends		-		1,100		-		(1,100)		-		-
Retained earnings		37,907		37,907		44,039		9,964		(91,910)		37,907
Accumulated other
comprehensive income (loss)		2,146		2,146		(1,457)		3,602		(4,291)		2,146
	$	215,514	$	864,050	$	940,846	$	60,394	$	(1,030,806)	$	1,049,998

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2004

	Guarantor		Issuer				Non-
	Ply Gem		Ply Gem		Guarantor		Guarantor
	Holdings, Inc.		Industries, Inc.		Subsidiaries		Subsidiary		Eliminations			Consolidated
	(Amounts in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	-	$	1,923	$	3,483	$	1,388	$	-		$	6,794
Accounts receivable, net		-		-		59,855		5,362		-			65,217
Inventories:
Raw materials		-		-		27,555		2,950		-			30,505
Work in process		-		-		3,389		871		-			4,260
Finished goods		-		-		25,186		1,545		-			26,731
Total inventory		-		-		56,130		5,366		-			61,496
Prepaid expenses and other
current assets		-		1,004		8,169		623		-			9,796
Deferred income taxes		-		-		18,356		-		-			18,356
Total current assets		-		2,927		145,993		12,739		-			161,659
Investments in subsidiaries		195,407		810,462		-		-		(1,005,869)			-
Property and Equipment, at cost:
Land		-		-		4,908		2,349		-			7,257
Buildings and improvements		-		-		42,648		3,843		-			46,491
Machinery and equipment		-		158		102,738		2,266		-			105,162
-				158		150,294		8,458		-			158,910
Less accumulated depreciation		-		(15)		(11,372)		(487)		-			(11,874)
Total property and equipment,
net		-		143		138,922		7,971		-			147,036
Other Assets:
Goodwill		-		-		541,730		43,420		-			585,150
Intangible assets, net		-		-		162,657		-		-			162,657
Intercompany note receivable		-		9,346		-		-		(9,346)			-
Other		-		47,669		128		-		-			47,797
Total other assets		-		57,015		704,515		43,420		(9,346)			795,604
	$	195,407	$	870,547	$	989,430	$	64,130	$	(1,015,215)		$	1,104,299

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of long-term
debt	$	-	$	1,700	$	834	$	250	$	-		$	2,784
Accounts payable		-		-		32,885		1,715		-			34,600
Accrued expenses and taxes		-		17,125		40,232		4,587		-			61,944
Total current liabilities		-		18,825		73,951		6,552		-			99,328
Deferred income taxes		-		-		71,463		893		-			72,356
Intercompany note payable		-		-		-		9,346		(9,346)			-
Other long term liabilities		-		17,969		13,531		901		-			32,401
Long-term debt, less current
maturities		-		638,346		36,515		29,946		-			704,807
Stockholder's Equity:
Preferred stock		-		-		-		-		-			-
Common stock		-		-		-		-		-			-
Additional paid-in-capital		175,427		175,427		767,338		9,205		(951,970)			175,427
Retained earnings		17,682		17,682		26,892		4,729		(49,303)			17,682
Accumulated other
comprehensive income (loss)		2,298		2,298		(260)		2,558		(4,596)			2,298
	$	195,407	$	870,547	$	989,430	$	64,130	$	(1,015,215	)	$	1,104,299

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2005

	Guarantor		Issuer				Non-
	Ply Gem		Ply Gem		Guarantor		Guarantor
	Holdings, Inc.		Industries, Inc.		Subsidiaries		Subsidiary		Eliminations		Consolidated
	(Amounts in thousands)
Cash flows from operating
activities:
Net income	$	20,225	$	20,225	$	17,147	$	5,187	$	(42,559)	$	20,225
Adjustments to reconcile net
income (loss) to cash provided by
(used in) operating activities:
Depreciation and amortization
expense		-		29		25,616		480		-		26,125
Non-cash interest expense, net		-		5,079		-		-		-		5,079
Gain on foreign currency transactions		-		-		-		(1,010)		-		(1,010)
Deferred income taxes		-		-		1,489		296		-		1,785
Equity in subsidiaries' net income		(20,225)		(22,334)		-		-		42,559		-
Changes in operating Assets and
liabilities:
Accounts receivable, net		-		-		(3,859)		(1,039)		-		(4,898)
Inventories		-		-		7,531		(672)		-		6,859
Prepaid expenses and other
current assets		-		(5,425)		5,517		303		-		395
Accounts payable		-		(101)		6,184		1,512		-		7,595
Accrued expenses and taxes		-		3,800		647		(1,732)		-		2,715
Other		-		(329)		(859)		228		-		(960)
Net cash provided by (used in)
operating activities		-		944		59,413		3,553		-		63,910
Cash flows used in investing
activities:
Capital expenditures		-		-		(13,752)		(990)		-		(14,742)
Acquisitions, net of cash acquired		-		(409)		-		789		-		380
Net cash provided by (used in)
investing activities		-		(409)		(13,752)		(201)		-		(14,362)
Cash flows provided by (used in)
financing activities:
Proceeds from long-term debt		-		35,500		-		-		-		35,500
Proceeds from intercompany
investment		-		34,114		(33,014)		(1,100)		-		-
Payments on long-term debt		-		(62,605)		(7,000)		(263)		-		(69,868)
Equity contribution		-		34		-		-		-		34
Net cash provided by (used in)
financing activities		-		7,043		(40,014)		(1,363)		-		(34,334)
Impact of exchange rate movement
on cash		-		-		-		165		-		165
Net increase (decrease) in cash
and cash equivalents		-		7,578		5,647		2,154		-		15,379
Cash and cash equivalents at the
beginning of the period		-		1,923		3,483		1,388		-		6,794
Cash and cash equivalents at the end
of the period	$	-	$	9,501	$	9,130	$	3,542	$	-	$	22,173

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Period from January 23, 2004 to December 31, 2004

	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor
	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Eliminations			Consolidated
	(Amounts in thousands)
Cash flows from operating
activities:
Net income	$	17,682		$	17,682		$	26,892		$	4,978		$	(49,552	)	$	17,682
Adjustments to reconcile net
income (loss) to cash provided by
(used in) operating activities:
Depreciation and amortization
expense		-			118			17,162			465			-			17,745
Non-cash write off of inventory		-			-			2,416			-			-			2,416
Non-cash interest expense, net		-			-			3,469			-			-			3,469
Gain on foreign currency transactions		-			-			-			(2,473	)		-			(2,473	)
Deferred income taxes		-			-			7,526			499			-			8,025
Equity in subsidiaries' net income		(17,682	)		(31,870	)		-			-			49,552			-
Changes in operating Assets and
liabilities:
Accounts receivable, net		-			-			1,718			(658	)		-			1,060
Inventories		-			-			1,364			(89	)		-			1,275
Prepaid expenses and other
current assets		-			1,529			(2,894	)		(162	)		-			(1,527	)
Accounts payable		-			154			(6,946	)		516			-			(6,276	)
Accrued expenses and taxes		-			4,628			(726	)		3,416			-			7,318
Other		-			-			1,325			(612	)		-			713
Net cash provided by (used in)
operating activities		-			(7,759	)		51,306			5,880			-			49,427
Cash flows used in investing
activities:
Capital expenditures		-			-			(6,477	)		(296	)		-			(6,773	)
Acquisitions, net of cash acquired		-			(770,667	)		(53,734	)		(58,860	)		-			(883,261	)
Net cash provided by (used in)
investing activities		-			(770,667	)		(60,211	)		(59,156	)		-			(890,034	)
Cash flows provided by (used in)
financing activities:
Proceeds from long-term debt		-			641,338			-			30,000			-			671,338
Proceeds from financing obligation		-			-			30,571			5,429			-			36,000
Proceeds from intercompany
investment		-			(24,346	)		-			24,346			-			-
Payments on long-term debt		-			(5,786	)		(18,183	)		(5,235	)		-			(29,204	)
Equity contribution		-			169,143			-			-			-			169,143
Net cash provided by (used in)
financing activities		-			780,349			12,388			54,540			-			847,277
Impact of exchange rate movement
on cash		-			-			-			124			-			124
Net increase (decrease) in cash
and cash equivalents		-			1,923			3,483			1,388			-			6,794
Cash and cash equivalents at the
beginning of the period		-			-			-			-			-			-
Cash and cash equivalents at the end
of the period	$	-		$	1,923		$	3,483		$	1,388		$	-		$	6,794

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
COMBINING STATEMENT OF CASH FLOWS
For the Period from January 1, 2004 to February 11, 2004

	Issuer				Non-
	Ply Gem		Guarantor		Guarantor
	Industries, Inc.		Subsidiaries		Subsidiary		Eliminations		Combined

Cash flows from operating
activities:
Net loss	$	(3,101)	$	(5,667)	$	(249)	$	5,667	$	(3,350)
Adjustments to reconcile net
income (loss) to cash provided by
(used in) operating activities:
Depreciation and amortization
expense		39		1,243		91		-		1,373
Non-cash interest expense, net		-		26		-		-		26
Deferred income taxes		(5,630)		3,920		-		-		(1,710)
Equity in subsidiaries' net income		5,667		-		-		(5,667)		-
Changes in operating Assets and
liabilities:
Accounts receivable, net		-		546		1,323		-		1,869
Inventories		-		(2,742)		(482)		-		(3,224)
Prepaid expenses and other
current assets		(45)		(185)		(30)		-		(260)
Accounts payable		(27)		8,194		(402)		-		7,765
Accrued expenses and taxes		(820)		1,287		(1,806)		-		(1,339)
Other		-		498		-		-		498
Net cash provided by (used in)
operating activities		(3,917)		7,120		(1,555)		-		1,648
Cash flows provided by (used in)
investing activities:
Capital expenditures		-		(702)		(16)		-		(718)
Change in restricted cash		-		1,118		-		-		1,118
Other		-		1		(6)		-		(5)
Net cash provided by (used in)
investing activities		-		417		(22)		-		395
Cash flows provided by (used in)
financing activities:
Payments on long-term debt		(35)		(54)		-		-		(89)
Net transfers to former parent		-		(7,286)		(76)		-		(7,362)
Net cash provided by (used in)
financing activities		(35)		(7,340)		(76)		-		(7,451)
Net increase (decrease) in cash
and cash equivalents		(3,952)		197		(1,653)		-		(5,408)
Cash and cash equivalents at the
beginning of the period		3,851		2,255		2,411		-		8,517
Cash and cash equivalents at the end
of the period	$	(101)	$	2,452	$	758	$	-	$	3,109

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
COMBINING STATEMENT OF CASH FLOWS
For the Period from January 10, 2003 to December 31, 2003

	Issuer				Non-
	Ply Gem		Guarantor		Guarantor
	Industries, Inc.		Subsidiaries		Subsidiary		Eliminations		Combined

Cash flows from operating
activities:
Net income	$	5,700	$	3,100	$	5,300	$	(3,100)	$	11,000
Adjustments to reconcile net
income (loss) to cash provided by
(used in) operating activities:
Depreciation and amortization
expense		225		14,077		400		-		14,702
Allocation of purchase price
allocated to inventory		-		1,140		247		-		1,387
Non-cash interest expense, net		229		-		-		-		229
Deferred income taxes		1,000		500		-		-		1,500
Changes in operating Assets and
liabilities:
Accounts receivable, net		-		3,394		(261)		-		3,133
Inventories		-		(1,164)		(328)		-		(1,492	)
Prepaid expenses and other
current assets		2,329		512		(15)		-		2,826
Accounts payable		(8)		252		(780)		-		(536)
Accrued expenses and taxes		(3,094)		(2,357)		195		-		(5,256)
Other		(3,155)		(189)		56		-		(3,288)
Net cash provided by (used in)
operating activities		3,226		19,265		4,814		(3,100)		24,205
Cash flows provided by (used in)
investing activities:
Capital expenditures		-		(7,401)		(286)		-		(7,687)
Change in restricted cash		-		(7)		-		-		(7)
Other		-		(279)		-		-		(279)
Net cash provided by (used in)
investing activities		-		(7,687)		(286)		-		(7,973)
Cash flows provided by (used in)
financing activities:
Payments on long-term debt		(394)		(1,026)		-		-		(1,420)
Net transfers to former parent		1,149		(9,074)		(5,198)		3,100		(10,023)
Net cash provided by (used in)
financing activities		755		(10,100)		(5,198)		3,100		(11,443)
Net increase (decrease) in cash
and cash equivalents		3,981		1,478		(670)		-		4,789
Cash and cash equivalents at the
beginning of the period		(130)		777		3,081		-		3,728
Cash and cash equivalents at the end
of the period	$	3,851	$	2,255	$	2,411	$	-	$	8,517

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
COMBINING STATEMENT OF CASH FLOWS
For the Period from January 1, 2003 to January 9, 2003

	Issuer				Non-
	Ply Gem		Guarantor		Guarantor
	Industries, Inc.		Subsidiaries		Subsidiary		Eliminations		Combined

Cash flows from operating
activities:
Net loss	$	(900)	$	(1,200)	$	-	$	1,200	$	(900)
Adjustments to reconcile net
income (loss) to cash provided by
(used in) operating activities:
Depreciation and amortization
expense		6		303		18		-		327
Non-cash interest expense, net		-		6		-		-		6
Deferred income taxes		-		400		-		-		400
Changes in operating Assets and
liabilities:
Accounts receivable, net		-		(1,771)		223		-		(1,548)
Inventories		-		967		45		-		1,012
Prepaid expenses and other
current assets		228		(42)		4		-		190
Accounts payable		(106)		1,456		386		-		1,736
Accrued expenses and taxes		(1,335)		2,274		(321)		-		618
Other		16		(4)		-		-		12
Net cash provided by (used in)
operating activities		(2,091)		2,389		355		1,200		1,853
Cash flows used in investing
activities:
Capital expenditures		-		(349)		-		-		(349)
Change in restricted cash		-		1		-		-		1
Acquisitions, net of cash acquired		-		36		-		-		36
Net cash provided by (used in)
investing activities		-		(312)		-		-		(312)
Cash flows provided by (used in)
financing activities:
Payments on long-term debt		(17)		(28)		-		-		(45)
Net transfers to former parent		(725)		(2,639)		(97)		(1,200)		(4,661)
Net cash provided by (used in)
financing activities		(742)		(2,667)		(97)		(1,200)		(4,706)
Net increase (decrease) in cash
and cash equivalents		(2,833)		(590)		258)		-		(3,165)
Cash and cash equivalents at the
beginning of the period		2,703		1,367		2,823		-		6,893
Cash and cash equivalents at the end
of the period	$	(130)	$	777	$	3,081	$	-	$	3,728

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

Item 9A. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 15d – 15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2005 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION

On October 16, 2005, the Company entered into a separation agreement with David McCready, formerly the president of Kroy Building Products, Inc., the Company’s fencing, railing and decking subsidiary. Under the general terms of the separation agreement, Mr. McCready is entitled to receive, among other things, severance payments equal to his annual base salary immediately prior to the termination of his employment with the Company in 12 equal monthly installments, and company-paid COBRA premiums for one year after his termination. Additionally, Ply Gem Investment Holdings, Inc. repurchased 35,250 shares of Ply Gem Investment Holdings, Inc. common stock that were held by Mr. McCready as of the date of termination, calculated based on a $10.00 purchase price per share of common stock. Mr. McCready’s employment with the Company was terminated on October 14, 2005. On January 3, 2006, the Company appointed John Stephenson to replace Mr. McCready as the President of its Kroy Building Products, Inc. subsidiary.

On November 28, 2005, the Company entered into a separation agreement with Mark Watson, formerly the president of Great Lakes Windows, Inc., one of the Company’s repair and remodeling window subsidiaries. Under the general terms of the separation agreement and upon his termination, Mr. Watson is entitled to receive, among other things, severance payments equal to two times his annual base salary at termination and performance incentive bonus in 2003 in 24 equal monthly installments. In addition, the Company shall pay Mr. Watson’s portion of COBRA premiums for the 24 month severance period. Additionally, Ply Gem Investment Holdings, Inc. repurchased 28,710 shares of Ply Gem Investment Holdings, Inc. common stock and 13,590 phantom incentive units that were held by Mr. Watson as of the date of termination, based on a $10.00 purchase price per share of common stock and per phantom incentive unit. Mr. Watson’s employment with the Company was terminated in January 2006. On November 28, 2005, the Company appointed Jeff Klein as President of its Great Lakes Windows, Inc. subsidiary.

Both Mr. McCready and Mr. Watson were required to sign a release in order to receive the severance payments described above and are subject to restrictive covenants including non-disclosure, non-competition, non-solicitation, non disparagement and confidentiality.

The Company has entered into agreements with Messrs. Wayne, Morstad, Montgomery and Klein. Under the general terms of these agreements, in the event that the individual executive is terminated by the Company without cause or resigns for good reason, the executive will receive payments and benefits consisting of (i) annual salary at termination, payable over 12 months following termination, (ii) a cash payment equal to the lesser of (a) the target annual cash bonus with respect to the fiscal year of termination and (b) the actual annual bonus that would have been received by the executive in respect of the year of termination based on actual performance during that year, payable promptly after the actual annual bonus is determined, (iii) a pro-rata portion of any annual cash bonus with respect to the year of termination, and (iv) continuation of medical and dental benefits for 12 months after termination. In order to receive the payments and benefits described above, each executive must sign a release of claims and comply with certain restrictive covenants, including non-disclosure, non-competition, non-solicitation, non disparagement and confidentiality covenants.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Board of Directors of Ply Gem Investment Holdings, Inc., Ply Gem Holdings, Inc., and Ply Gem Industries, Inc. are identical, with the exception of Michael Haley who is only a member of the Ply Gem Industries Board of Directors.

Name	Age	Positions(s)
Frederick Iseman	53	Chairman of the Board and Director
Lee D. Meyer	57	President, Chief Executive Officer and Director
Shawn Poe	44	Vice President and Chief Financial Officer
John Wayne	44	President, Siding and Accessories
Lynn Morstad	42	President, MW Manufacturers, Inc.
Bryan Sveinson	47	President, CWD Windows & Doors, Inc.
Jeff Klein	42	President, Great Lakes Window
Robert A. Ferris	63	Director
Steven M. Lefkowitz	41	Director
John D. Roach	62	Director
Michael Haley	55	Director

Set forth below is a brief description of the business experience of each of the members of our Board of Directors and our executive officers.

Frederick Iseman – Chairman of the Board and Director

Since the Ply Gem Acquisition, Frederick Iseman has served as our chairman of the Board of Directors. Mr. Iseman is currently Chairman and Managing Partner of Caxton-Iseman Capital, a private equity firm which was founded by Mr. Iseman in 1993. Prior to establishing Caxton-Iseman Capital, Mr. Iseman founded Hambro-Iseman Capital Partners, a merchant banking firm. From 1988 to 1990, Mr. Iseman was a member of the Hambro International Venture Fund. Mr. Iseman is Chairman of the Board of Anteon International Corporation, Chairman of the Board of Buffets Holdings, Inc. and Buffets, Inc. and a member of the Advisory Board of Duke Street Capital and the Advisory Board of STAR Capital Partners Limited.

Lee D. Meyer – President, Chief Executive Officer and Director

Lee D. Meyer was appointed President and Chief Executive Officer of our company in January 2002. Since the Ply Gem Acquisition, Mr. Meyer has served as a director. Mr. Meyer previously had been the President of Variform, one of our siding and accessories subsidiaries. Mr. Meyer joined Variform in 1993 as the Vice President of Manufacturing, and held successive positions as Vice President of Operations, Senior Vice President and General Manager, before he became President of Variform in 1998. Prior to joining Variform, Mr. Meyer held positions at GE Plastics, Borg Warner Chemicals and the Chemicals Division of Quaker Oats. Mr. Meyer graduated from the University of Nebraska in 1971 with a BS in Chemical Engineering and an MBA in Finance and Economics in 1979. He also received his license as a Registered Professional Engineer in 1979. Mr. Meyer has been the chairman of the Vinyl Siding Institute, or the “VSI”, since 1994 and is currently a member of the Board of Directors and is a member of the VSI Certification Oversight Committee, which oversees voluntary minimum standards for vinyl siding products. In June 2003, Mr. Meyer completed a tenure of approximately five years as Chairman of the Vinyl Siding Institute. Mr. Meyer is also a member of the Windows and Doors Manufacturers Association.

Shawn Poe – Vice President and Chief Financial Officer

Since the Ply Gem Acquisition, Mr. Poe has served as our Vice President and Chief Financial Officer. Mr. Poe was appointed Vice President of Finance of our siding and Accessories subsidiaries in Mar 2000. Prior to joining our company, Mr. Poe held the position of Corporate Controller and various other accounting positions at Nordyne, Inc., joining the company in 1990. In addition, Mr. Poe held various accounting positions with Federal Mogul Corporation from 1984 to 1990. Mr. Poe graduated from Southeast Missouri State University in 1984 with a BBS in Accounting. Mr. Poe graduated from Fontbonne College in 1994 with an MBA.

John Wayne – President, Siding and Accessories

Mr. Wayne was appointed President of our siding and accessories subsidiaries in January 2002. Mr. Wayne joined our company in 1998, and prior to his appointment to President had been Vice President of Sales and Marketing for our Variform and Napco siding and accessories subsidiaries. Prior to joining us, Mr. Wayne worked for Armstrong World Industries, Inc. from 1985 to 1998, holding a variety of sales management positions, including Vice President of Sales. Mr. Wayne graduated from the University of Wisconsin in 1984 with a BBA in Finance and Marketing. Mr. Wayne is currently the Chairman of the VSI, the Chairman of the VSI Code and Regulatory Committee, and Chairman of the VSI Board of Directors.

Lynn Morstad - President, MW Manufacturers

Mr. Morstad was appointed President of MW Manufactures Inc. in January 2005. Mr. Morstad joined MW Manufacturers, Inc. in 2000 as Chief Financial Officer and prior to being appointed to his present position, had served as Chief Operating Officer since May 2003. From March 1998 to May 2000, Mr. Morstad was employed by the Dr. Pepper/Seven Up division of Cadbury Schweppes as Vice President and Corporate Controller. In addition, Mr. Morstad has more than 8 years experience in senior financial positions with various divisions of the Newell Company. Mr. Morstad is a graduate of the University of Iowa and a Certified Public Accountant.

Bryan Sveinson – President, CWD Windows & Doors

Mr Sveinson was appointed President of CWD Windows & Doors, Inc. in April 1999. Mr. Sveinson joined our company in 1993, and prior to his appointment as President held successive positions as Controller, Vice President of Finance, and Vice President of Business Development. Prior to joining us, Mr. Sveinson held senior finance positions with a commercial printing company and a soft drink manufacturing and distribution company. Mr. Sveinson graduated from the University of Calgary in 1981 with a Bachelor of Management Degree in Finance. In addition, Mr. Sveinson is a professional accountant, having achieved a Certified Management Accountant designation in 1991. Mr. Sveinson is also a past director of the Canadian Window and Door Manufacturing Association.

Jeff Klein - President, Great Lakes Window

Mr. Klein was appointed President of our Great Lakes Window Group subsidiary in December of 2005. Mr. Klein originally joined our company in August of 2005 as the President of the Western Window Market for Ply Gem (he continues to hold this position). Prior to joining Ply Gem, Mr. Klein spent 13 years with Milgard Windows in various roles including General Manager, Regional Manager, Vice President of Organizational Development, and Senior Vice President. Mr. Klein also served as an industry advisor for several private equity companies prior to joining the Ply Gem family. Mr. Klein graduated from StanfordUniversity in 1986 with a BS in Economics. Mr. Klein graduated from StanfordUniversity in 1987 with an MA in Organizational Behavior. He is also on the Board of Directors of the Window and Door Manufacturers Association.

Robert A. Ferris – Director

Since the Ply Gem Acquisition, Robert A. Ferris has served as Chairman of our Executive Committee and director. Mr. Ferris is a Managing Director of Caxton-Iseman Capital, and has been employed by Caxton-Iseman Capital since March 1998. From 1981 to February 1998, Mr. Ferris was a General Partner of Sequoia Associates (a private investment firm headquartered in Menlo Park, California). Prior to founding Sequoia Associates, Mr. Ferris was a Vice President of Arcata Corporation, a New York Stock Exchange-listed company. Mr. Ferris is director of Anteon International Corporation, Buffets Holdings, Inc. and Buffets, Inc.

Steven M. Lefkowitz – Director

Since the Ply Gem Acquisition, Steven M. Lefkowitz has served as a director. Mr. Lefkowitz is a Managing Director of Caxton-Iseman Capital and has been employed by Caxton-Iseman Capital since 1993. From 1988 to 1993, Mr. Lefkowitz was employed by Mancuso & Company, a private investment firm, and served in several positions including as Vice President and as a Partner of Mancuso Equity Partners. Mr. Lefkowitz is a director of Anteon International Corporation, Buffets Holdings, Inc. and Buffets, Inc.

John D. Roach - Director

Since the Ply Gem Acquisition, Mr. Roach has served as a director. Mr. Roach is Chairman of the Board and Chief Executive Officer of Stonegate International, a private investment and advisory services company, and has been employed by Stonegate International since 2001. Mr. Roach served as Chairman of the Board, President and Chief Executive Office of Builders FirstSource, Inc. from 1998 to 2001; and as Chairman of the Board, President and Chief Executive Officer of Fibreboard Corporation from 1991 to 1997. Mr. Roach is also Executive Chairman of the Board of Unidare US Inc., a leading wholesale supplier of products to the industrial, welding and safety markets, a director of Kaiser Aluminum Corporation and its subsidiary, Kaiser Aluminum & Chemical Corporation, a director of Material Sciences Corp., a provider of materials-based solutions, a director of URS Corporation, an engineering firm, and a director PMI Group, Inc., a provider of credit enhancement products and lender services.

Michael Haley – Director

In June 2005, Mr. Haley announced his retirement as Chairman of MW Manufacturers, but has remained as a director on the Ply Gem, Industries, Inc. Board. In January 2005, Mr. Haley was appointed chairman of MW Manufacturers, Inc. and Senior Vice President of Sales and Marketing and Director for Ply Gem Industries, Inc. Mr. Haley joined MW Manufacturers, Inc. in June 2001 as President and served in this capacity until being named Chairman. Prior to joining MW, Mr. Haley had been the President of American of Martinsville (a subsidiary of La-Z-Boy Inc.) from 1994 until May 2001. In addition, Mr. Haley was President of Loewenstein Furniture Group from 1988 to 1994. Mr. Haley graduated from Roanoke College in 1973 with a Bachelor’s Degree in Business Administration.

Audit Committee Financial Expert

Our Board of Directors has determined Steven Lefkowitz to be the “audit committee financial expert” as defined by the SEC regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002. Mr. Lefkowitz is not an “independent” director as the term is used for the purposes of the New York Stock Exchange’s listing requirements.

Code of Ethics

The Company has adopted a code of ethics that applies to its Chief Executive Officer, Chief Financial Officer, and all employees. This code of ethics is posted on our website at http://www.plygem.com. Any waiver or amendment to this code of ethics will be timely disclosed on our website.

Item 11. EXECUTIVE COMPENSATION

The following table sets forth information on the compensation awarded to, earned by or paid to our President and Chief Executive Officer, Lee D. Meyer, and our four other most highly compensated executive officers whose individual compensation exceeded $100,000 during the twelve months ended December 31, 2005 for services rendered in all capacities to us.

Annual Compensation
												Number of
												Shares
							Other Annual					Underlying		All Other
Name and Principal Position	Year		Salary		Bonus		Compensation		(1)			Stock Options		Compensation(2)

Lee D. Meyer		2005	$	334,423	$	-	$	11,240		(3	)	$	-	$	11,425
President & Chief Executive Officer		2004		319,256		194,704		2,404,143		(4	)				1,012,322
		2003		300,664		267,750		1,025,652		(5	)		50,000		13,000

Lynn Morstad		2005	$	284,519	$	212,811	$	10,248				$	-	$	5,690
President, MW Manufacturers, Inc.		2004		270,000		243,490		13,136							4,376
		2003		N/A		-		-					-		-

John Wayne		2005	$	259,231	$	104,260	$	11,830				$	-	$	12,450
President, Siding and Accessories		2004		236,431		120,708		968,544		(6	)				412,500
		2003		224,635		134,178		121,271					20,000		13,000

Mark Montgomery		2005	$	229,291	$	104,622	$	6,796				$	-	$	6,697
Sr. VP Sales & Marketing, MW		2004		218,077		103,015		51,483							3,110
Manufacturers, Inc.		2003		N/A		-		-					-		-

Jeff Klein		2005	$	90,000	$	333,500	$	-		(7	)	$	-	$	-
President, Great Lakes Window		2004		N/A		-		-							-
		2003		N/A		-							-		-

1) Unless otherwise indicated, represents car allowance and professional services reimbursement.

2) Amounts included in “All Other Compensation” are detailed in the table below.

3) This figure represents Mr. Meyer’s car allowance and professional services reimbursement. On July 28, 2005, Mr. Meyer purchased 112,800 shares of common stock of Ply Gem Investment Holdings, Inc. by exchanging 112,800 phantom incentive units that were acquired by Mr. Meyer pursuant to the Ply Gem Investment Holdings, Inc. Phantom Plan (described below) in February 2004. Because each phantom incentive unit had a fair value equal to one share of Ply Gem Investment Holdings, Inc.’s common stock, there is no dollar value of income to Mr. Meyer to report in this table.

4) Includes a $2,393,643 payment to Mr. Meyer in respect to stock options held by Mr. Meyer in Ply Gem’s former parent Nortek.

5) Includes a dividend payment of $1,004,788 in respect of stock options held by Mr. Meyer in connection with the Nortek Recapitalization and granted pursuant to a rollover stock option agreement.

6) Includes a $957,443 payment to Mr. Wayne in respect to stock options held by Mr. Wayne in Ply Gem’s former parent Nortek.

7) Mr. Klein joined the Company in August of 2005.

All Other Compensation
				One time payment for
				Successful completion
		Matching	Profit Sharing	Of the Ply Gem
		Contribution under	Contribution under	Transaction in
Named Executive Officer	Year	the 401(k) Plan (i)	the 401(k) Plan (i)	February 2004	Total

Lee D. Meyer	2005	$ 6,300	$ 5,125	$ -	$ 11,425
	2004	6,332	6,000	1,000,000	1,012,332
	2003	6,000	7,000	-	13,000

Lynn Morstad	2005	$ 5,690	$ -	$ -	$ 5,690
	2004	4,376	-	-	4,376
	2003	N/A	-	-	-

John Wayne	2005	$ 6,300	$ 6,150	$ -	$ 12,450
	2004	6,500	6,000	400,000	412,500
	2003	6,000	7,000	-	13,000

Mark Montgomery	2005	$ 6,697	$ -	$ -	$ 6,697
	2004	3,110	-	-	3,110
	2003	N/A	-	-	-

Jeff Klein	2005	$ -	$ -	$ -	$ -
	2004	-	-	-	-
	2003	-	-	-	-

(i) Messrs. Meyer, and Wayne participate in the Variform, Inc. 401(k) Savings Plan. Messrs. Morstad and Montgomery participate in the MW 401(k) Savings Plan.

Option Grants in 2005

No options were granted to our named executive officers during 2005.

Aggregated Option Exercises in 2005 and Fiscal Year-End Option Values

No options were exercised during 2005.

Equity Participation Plan Information

The following table gives information about the Ply Gem Investment Holdings, Inc. stock option plan as of December 31, 2005:

	(A)	(B)	( C)
	Number of	Weighted	Number of
	securities to be	average	securities available
	issued upon	exercise price of	for future issuance
	exercise of	outstanding	under equity
	outstanding	options,	compensation plans
	options, warrants	warrants and	(excluding securities
Plan Category	and rights	rights	reflected in column (A)

Equity compensation plans
Approved by shareholders	134,594	$ 10.00	49,471

Equity compensation plans not
Approved by shareholders	-	-	-

Total	134,594	$ 10.00	49,471

Director Compensation

With the exception of Mr. Roach and Mr. Haley, our directors do not receive any compensation for performing their directorial duties. Mr. Roach and Mr. Haley each receive $60,000 annually as compensation for serving on our board of directors.

Phantom Stock Unit Plan

Upon completion of the Ply Gem Acquisition, Messrs. Meyer and Wayne acquired phantom units under the Ply Gem Investment Holdings, Inc.'s Phantom Stock Plan, and Messrs. Morstad and Montgomery acquired phantom units upon the completion of the MW Acquisition in exchange for their contributions of investments in predecessor companies. Each participant's interest in the plan is recorded in a bookkeeping account, and each account is deemed invested in Ply Gem Investment Holdings Inc.'s stock. No stock will initially be issued under the plan, but, upon liquidation and payment of a participant's account under the plan, the value of the account generally may be paid to the participant either in shares of Ply Gem Investment Holdings Inc.'s stock having a market value equal to the account balance or in cash, at the discretion of the Board of Directors of Ply Gem Investment Holdings, Inc. When valuing a participant's account for payment purposes, the following rules generally apply: if Ply Gem Investment Holdings, Inc.'s stock becomes publicly traded through an initial public offering, the stock market will dictate the value of the account; if an event which triggers either "tag-along" or "drag-along" rights under the stockholders' agreement to which the stockholders of Ply Gem Investment Holdings, Inc.'s are parties occurs (each, a "Triggering Event"), the amount paid to shareholders will dictate the value of the account; and if a participant's employment terminates and if neither a Triggering Event nor an initial public offering occurs prior to the time the participant is paid the value of his or her account, certain formulas described in the plan dictate the value of the account (which is dependant upon the length of time a participant has been employed, the circumstances surrounding the termination of employment, and the Company's performance). Following an initial public offering, each participant will generally be paid out five years thereafter. In connection with the MW Acquisition, the plan was amended to adjust the vesting schedule for Phantom Incentive Units (as defined in the plan), revise the definition of Phantom Additional Units (as defined in the plan), and make other conforming changes to the Plan that address the treatment of phantom equity in the MW Acquisition.

Messrs. Meyer, Wayne, and Montgomery acquired 112,800, 38,835, and 45,000 Phantom Incentive Units (as defined in the plan) under the plan, respectively, and Messrs. Meyer, Morstad, and Montgomery acquired 44,472, 8,971, and 784 Phantom Additional Units (as defined in the plan) under the plan, respectively. Each Phantom Incentive Unit acquired by these executives represents one share of Ply Gem Investment Holdings, Inc. common stock, and each Phantom Additional Unit acquired by these executives represents one share of Ply Gem Investment Holdings, Inc. common stock and 0.4591 shares of Ply Gem Investment Holdings, Inc. senior preferred stock.

On July 28, 2005, the Company entered into an agreement with Mr. Meyer whereby 112,800 Phantom Incentive Units held by Mr. Meyer were terminated and Mr. Meyer was paid approximately $10.00 per unit for each of the 112,800 Phantom Incentive Units that were terminated. In conjunction with the partial termination of Mr. Meyer's Phantom Incentive Units, Mr. Meyer purchased 112,800 shares of the Company's common stock at a price of $10.00 per share.

Set forth in the table below are the number of shares of Ply Gem Investment Holdings, Inc. common and senior preferred stock that are represented by Phantom Incentive Units and Phantom Additional Units outstanding as of December 31, 2005.

Phantom Common Stock Unit Plan

				Estimated Future Payouts under Non-Stock
				Price-Based Plans
(a)		(b)	(c)	(d)	(e)	(f)
			Performance
		Number of	or Other
		Shares, Units	Period Until
		or Other	Maturation or	Threshold	Target	Maximum
Name		Rights (#)	Payout	(# of Shares)	(# of Shares)	(# of Shares)

Lee D. Meyer	Common Phantom	44,472	-	44,472	-	-
	Preferred Phantom	20,419	-	20,419	-	-

Lynn Morstad	Common Phantom	8,971	-	8,971	-	-
	Preferred Phantom	4,827	-	4,827	-	-

John Wayne	Common Phantom	38,835	-	38,835	-	-

Mark Montgomery	Common Phantom	45,784	-	45,784	-	-
	Preferred Phantom	421	-	421	-	-

Jeff Klein	Common Phantom	-	-	-	-	-

Ply Gem Investment Holdings Inc. Stock Option Plan

In connection with the Ply Gem Acquisition, we adopted and obtained shareholder approval of the Ply Gem Investment Holdings Inc. 2004 Stock Option Plan, which provides for the grant of incentive and non-qualified stock options to our employees, directors, consultants and advisors. Stock options may be granted under the plan in respect of up to 184,065 common shares of Ply Gem Investment Holdings Inc. Options awarded under the plan will vest in accordance with the terms of applicable option agreement.

Change of Control and Employee Retention Arrangements

Each of Messrs. Wayne, Morstad, Montgomery and Klein and certain other members of our management team, participate in our Employee Retention Plan. This plan generally provides that, in the event of certain specified terminations of employment, the executive will continue to receive their current compensation, including performance based compensation, for a period of 12 months.

Mr. Meyer participates in our Change in Control Severance Benefit Plan. This plan generally provides that if, during the 36 months following a Change in Control, the Company terminates Mr. Meyer's employment without "Cause" (as defined in the plan) or there is a "material adverse change" (as defined in the plan) in the terms of the participant's employment with us, the participant will be entitled to certain severance benefits. The Ply Gem Acquisition constituted a Change in Control under the plan. The plan provides for severance payments during the 24-month period following a termination described above at an annual rate equal to the sum of the participant's 2003 base salary and performance incentive bonus. In addition, Mr. Meyer becomes entitled to severance payments, he will also receive continuing medical and dental insurance coverage during the severance period, subject to his payment of any contributions required of active employees.

Pension Plan Information

The Ply Gem Group Pension Plan, or our "Pension Plan," is a qualified defined benefit pension plan that was frozen as of December 31, 1998, and no further increases in benefits may occur as a result of increases in service or compensation. The benefit payable to a participant at normal retirement equals the accrued benefit as of December 31, 1998 and will be payable as a joint and 50% survivor annuity in the case of a married employee and as a single-life annuity in the case of an unmarried employee, although lump sum payment options are available at the participant's option. Our Pension Plan benefits generally commence upon a participant's attainment of age 65 and equal 15% of the participant's "average pay" (the highest total average pay, up to $100,000, during any five consecutive calendar years within the ten calendar years immediately prior to December 31, 1998) up to the social security integration level, plus 30% of average pay in excess of the social security integration level and reduced by one-twentieth for each year of benefit service less than 20 years. Early retirement benefits may commence upon a participant's attainment of age 55 and 10 years of credited service at a reduced rate. The annual pension benefits entitled to be paid to our named executive officers under our Pension Plans, beginning at age 65, are as follows: Mr. Meyer, $6,069.84 annually for life, Mr. Morstad, $8,069.88 annually for life, and Mr. Montgomery $1,735.20 annually for life. No other named executive officer has the right to receive a pension benefit under our Pension Plan..

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ply Gem Holdings is the sole holder of all 100 issued and outstanding shares of our common stock. Ply Gem Investment Holdings is the sole holder of all 100 issued and outstanding shares of common stock of Ply Gem Holdings. Ply Gem Prime Holdings, Inc. is the sole holder of all 100 issued and outstanding shares of common stock of Ply Gem Investment Holdings.

The following table sets forth the number and percentage of the outstanding shares of common stock of Ply Gem Prime Holdings Inc. beneficially owned as of March 27, 2006 by:

• each named executive officer;

• each of our directors;

• each person known to us to be the beneficial owner of more than 5% of the common stock of Ply Gem Prime Holdings; and

• all of our executive officers and directors as a group.

Unless otherwise noted below, the address of each beneficial owner listed on the table below is c/o Ply Gem Industries, Inc., 185 Platte Clay Way, Kearney, Missouri 64060.

	Shares Beneficially
	Owned (1)
	Common
Named of Beneficial Owner	Shares (2)	%

Caxton-Iseman (Ply Gem), L.P. (3)	2,874,445	89.9%
Frederick Iseman (3) (4)	2,874,445	89.9%
Robert A. Ferris (3)	-	*
Steven M. Lefkowitz (3)	-	*
Lee D. Meyer (5)	121,580	3.8%
John Wayne (6)	17,565	*
Shawn Poe (7)	28,710	*
Brian Sveinson	23,406	*
John D. Roach (8)	3,577	*
Lynn Morstad (9)	48,000	1.5%
Jeff Klein	46,567	1.5%
All Directors and Executive Officers as a Group	3,172,283	99.0%

* Less than 1%.

(1) Determined in accordance with Rule 13d-3 under the Exchange Act.

(2) Ply Gem Prime Holdings also has a series of non-voting senior preferred stock.

(3) Address is c/o Caxton-Iseman Capital, Inc., 500 Park Avenue, New York, New York10022.

(4) By virtue of his indirect control of Caxton-Iseman (Ply Gem) L.P., Mr. Iseman is deemed to beneficially own the 2,874,445 shares of common stock held by that entity.

(5) In connection with the Ply Gem Acquisition, Mr. Meyer acquired phantom stock units representing 157,272 shares of common stock, and phantom stock units representing 20,419 shares of senior preferred stock. In addition, in connection with the MW Acquisition, Mr. Meyer acquired 4,724 shares of senior preferred stock. In 2005, 112,800 of Mr. Meyer’s phantom stock units were terminated, and Mr. Meyer purchased 112,800 of the Company’s common stock.

(6) In connection with the Ply Gem Acquisition, Mr. Wayne acquired phantom incentive stock units representing 38,835 shares of common stock.

(7) In connection with the Ply Gem Acquisition, Mr. Poe acquired phantom incentive stock units representing 13,590 shares of common stock.

(8) Address is c/o Stonegate International, 100 Crescent Court, Dallas, Texas 75201.

(9) In connection with the MW Acquisition, Mr. Morstad acquired phantom incentive stock units representing 8,971 shares of common stock.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Upon completion of the Ply Gem Acquisition, Ply Gem Industries entered into two advisory agreements with an affiliate of Caxton-Iseman Capital (the “Caxton-Iseman Party”), which we refer to as the “Debt Financing Advisory Agreement” and the “General Advisory Agreement”.

Under the Debt Financing Advisory Agreement, Ply Gem Industries paid the Caxton-Iseman Party a debt financing arrangement and advisory fee, equal to 2.375% of the aggregate amount of the debt financing incurred in connection with the Ply Gem Acquisition ($11.4 million).

Under the General Advisory Agreement, the Caxton-Iseman Party provides us with acquisition and financial advisory services as the Board of Directors shall reasonably request. In consideration of these services, Ply Gem Industries agrees to pay the Caxton-Iseman Party (1) an annual fee equal to 2% of our EBITDA, as defined in such agreement, (2) a transaction fee, payable upon the completion by us of any acquisition, of 2% of the sale price, (3) a transaction fee, payable upon the completion by us of any divestitures, of 1% of the sale price, and (4) a transaction fee, payable upon the completion of the sale of our company, of 1% of the sale price. EBITDA in the General Advisory Agreement is based on our net income (loss) plus extraordinary losses and/or any net capital losses realized, provision for income taxes, interest expense (including amortization or write-off of debt discount and debt issuance costs and commissions, and other items), depreciation and amortization (including amortization of goodwill, organization costs, capitalized management fees, and other items), dividends paid or accrued on preferred stock, certain management fees paid to the Caxton-Iseman Party, charges related to certain phantom units, and a number of other items. The annual fee payable in any year may not exceed the amounts permitted under the senior credit facilities or the indenture governing the senior secured notes, and the Caxton-Iseman Party is obligated to return any portion of the annual fee that has been prepaid if an event of default has occurred and is continuing under either the senior credit facilities or the indenture governing the senior secured notes.

In connection with the MW Acquisition, pursuant to the General Advisory Agreement, in November 2004 Ply Gem Industries paid the Caxton-Iseman Party a transaction fee equal to 2% of the purchase price of the equity of MWM Holdings, Inc. ($6.4 million). Under the ‘General Advisory Agreement” the Company paid a management fee of approximately $2.3 million for the year ended December 31, 2005 and approximately $1.7 million for the period from January 23, 2004 to December 31, 2004.

In connection with the Alenco Acquisition, pursuant to the General Advisory Agreement, in March 2006 Ply Gem Industries paid the Caxton-Iseman Party a transaction fee equal to 2% of the purchase price of the equity of AWC Holding Company ($2.4 million).

The initial term of the General Advisory Agreement is 10 years, and is automatically renewable for consecutive one-year extensions, unless Ply Gem Industries or the Caxton-Iseman Party provide notice of termination. In addition, the General Advisory Agreement may be terminated by the Caxton-Iseman Party at any time, upon the occurrence of specified change of control transactions or upon an initial public offering of our shares or shares of any of our parent companies. If the General Advisory Agreement is terminated for any reason prior to the end of the initial term, Ply Gem Industries will pay to the Caxton-Iseman Party an amount equal to the present value of the annual advisory fees that would have been payable through the end of the initial term, based on our cost of funds to borrow amounts under our senior credit facilities.

As a result of the Ply Gem Acquisition, Ply Gem Industries is no longer a division of Nortek, but is a stand-alone company. Prior to the Ply Gem Acquisition, we had a fee arrangement with our former parent, Nortek, under which we reimbursed Nortek for certain parent company corporate charges and have accounted for those charges in accordance with SEC Staff Accounting Bulletin No. 55. This fee arrangement was terminated in connection with the Ply Gem Acquisition. In addition, prior to the Ply Gem Acquisition, we paid certain corporate expenses to Nortek based upon the specific identification method.

In connection with the MW Acquisition, Ply Gem Investment Holdings, Inc. received an equity investment of approximately $0.5 million from The GeMROI Company an outside sales agency that represents, among other products and companies, MW Windows for which the Company pays GeMROI a sales commission for their services. During 2005, the Company paid GeMROI approximately $2.5 million in sales commission for their services.

Tax Sharing Agreement

As a result of the Ply Gem Acquisition, Ply Gem Investment Holdings is the common parent of an affiliated group of corporations that will include Ply Gem Holdings, Ply Gem and their subsidiaries. Ply Gem Investment Holdings will elect to file consolidated federal income tax returns on behalf of the group. Accordingly, Ply Gem Investment Holdings, Ply Gem and Ply Gem Holdings have entered into a Tax Sharing Agreement, under which Ply Gem and Ply Gem Holdings will make payments to Ply Gem Investment Holdings. These payments will not be in excess of the tax liabilities of Ply Gem, Ply Gem Holdings, and their respective subsidiaries, if these tax liabilities had been computed on a stand-alone basis.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees billed to us by the independent registered public accounting firms, KPMG LLP and Ernst & Young LLP, for services rendered during fiscal years 2005 and 2004 (in thousands):

	2005	2004
Audit Fees	$ 616	$ 1,618
Audit-Related Fees ⁽¹⁾	18	55
Tax Fees ⁽²⁾	78	58
Total Fees	$ 712	$ 1,731

(1) Consists primarily of fees paid for accounting and auditing consultation services, audits of the Company’s employee benefits plans and services related to Sarbanes-Oxley readiness.

(2) Consists primarily of fees paid for tax compliance and preparation services and tax consultation relating to the acquisition of MWM Holdings.

Our audit committee adopted a policy in 2004 to pre-approve all audit and non-audit services provided by our independent registered public accounting firm prior to the engagement of our independent registered public accounting firm with respect to such services.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1. Consolidated and Combined Financial Statements

The consolidated and combined financial statements and related notes, together with the reports of KPMG LLP and Ernst & Young LLP, appear in Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.

2. Schedule II Valuation and Qualifying Accounts – page 86

All other schedules have been omitted because they are not applicable, are insignificant or the required information is shown in the consolidated financial statements or notes thereto.

3. Exhibits– The following exhibits are filed as part of this Annual Report on Form 10-K:

Exhibit Number		Description
2.1		Stock Purchase Agreement, dated as of December 19, 2003, among Ply Gem Investment Holdings, Inc., (f/k/a CI Investment Holdings, Inc.), Nortek, Inc. and WDS LLC (incorporated by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
2.2		Stock Purchase Agreement, dated as of July 23, 2004, among Ply Gem Industries, Inc., MWM Holding, Inc. and the stockholders listed on Schedule 1 thereto (incorporated by reference from Exhibit 2.2 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
2.3		Securities Purchase Agreement, dated as of February 6, 2006, among Ply Gem Industries, Inc., and all of the direct and indirect stockholders, warrant holders and stock option holders of AWC Holding Company and FNL Management Corp., an Ohio corporation, as their representative (incorporated by reference from Exhibit 2.1 on Form 8-K dated March 2, 2006 (File No. 333-114041)).
3.1		Certificate of Incorporation of Ply Gem Holdings, Inc. (incorporated by reference from Exhibit 3.3 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
3.2		Bylaws of Ply Gem Holdings, Inc. (incorporated by reference from Exhibit 3.4 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
4.1		Indenture, dated as of February 12, 2004, among Ply Gem Industries, Inc., the Guarantors thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
4.2		First Supplemental Indenture, dated as of August 27, 2004, among Ply Gem Industries, MWM Holding, Inc., MW Manufacturers Holding Corp., MVV Manufacturers, Inc., Lineal Technologies, Inc., Patriot Manufacturing, Inc. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.4 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
4.3		Second Supplemental Indenture, dated as of February 24, 2006, among Ply Gem Industries, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K, dated March 2, 2006 (File No. 333-114041)).
10.1		Third Amended and Restated Credit Agreement, dated as of February 24, 2006, among Ply Gem Industries, as the U.S. borrower, CWD Windows and Doors, Inc., as the Canadian borrower, Ply Gem Holdings, Inc. and the other guarantors party thereto, as guarantors, the lenders party thereto, and UBS Securities LLC and Deutsche Bank Securities, Inc., as joint lead arrangers and bookrunners.
10.2		U.S. Security Agreement, dated February 12, 2004, among by Ply Gem Industries, Inc., as U.S. borrower and the guarantors party thereto and UBS AG, Stamford Branch, as Collateral Agent (incorporated by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
10.3	*	Amended and Restated Ply Gem Prime Holdings Phantom Stock Plan, dated as of February 24, 2006.
10.4	*	Ply Gem Prime Holdings 2004 Stock Option Plan, dated as of February 24, 2006.
10.5	*	Form of Incentive Stock Option Agreement for Ply Gem Prime Holdings, Inc. 2004 Stock Option Plan.
10.6	*	Change in Control Severance Benefit Plan (incorporated by reference from Exhibit 10.6 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
10.7	*	Letter to Lee D. Meyer re Extension of Change of Control Severance Benefit Plan, dated February 12, 2004.
10.8		Debt Financing Advisory Agreement dated as of February 12, 2004, between Ply Gem Industries, Inc. and CxCIC LLC (incorporated by reference from Exhibit 10.13 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
10.9		General Advisory Agreement dated as of February 12, 2004, between Ply Gem Industries, Inc. and CxCIC LLC (incorporated by reference from Exhibit 10.14 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
10.10		Tax Sharing Agreement dated as of February 12, 2004, between Ply Gem Investment Holdings, Inc., Ply Gem Holdings Inc. and Ply Gem Industries, Inc. (incorporated by reference from Exhibit 10.15 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
10.11		Stock Purchase Agreement, dated as of November 22, 2002, between Alcoa Building Products, Inc., Ply Gem Industries, Inc. and Nortek, Inc. (incorporated by reference from Exhibit 10.18 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
10.12		Waiver, dated as of March 10, 2005, to the Second Amended and Restated Credit Agreement, dated as of February 12, 2004, first amended and restated as of March 3, 2004 and further amended and restated as of August 27, 2004, among Ply Gem Industries, Inc., CWD Windows and Doors, Inc., Ply Gem Holdings, Inc. and the other guarantor party thereto, the lenders party thereto and UBS Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners. (Incorporated by reference from Exhibit 10.21 to the Company's Form 10-K dated March 31, 2005 (File No. 333-114041)).
10.13	*	Retention Agreement with John Wayne, dated as of December 1, 2005.
10.14	*	Retention Agreement with Lynn A. Morstad, dated as of February 1, 2006.
10.15	*	Retention Agreement with Mark S. Montgomery, dated as of February 1, 2006.
10.16	*	Retention Agreement with Jeff Klein, dated as of December 1, 2005.
10.17	*	Separation Agreement with David S. McCready, dated as of October 16, 2005.
10.18	*	Separation Agreement with Mark A. Watson, dated as of November 28, 2005.

31.1		Chief Executive Officer’s Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2		Chief Financial Officer’s Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. * Management Agreement

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
December 31, 2005
(In Thousands)

	Balance at Beginning of Year	Charged to Costs and Expenses	Charged to Other Accounts	Addition Due to MW Acquisition	Uncollectible accounts written off, net of recoveries	Balance at End of Year
Year ended December 31, 2005
Allowance for doubtful accounts and sales allowances…………	$ (7,940)	$ (1,386)	$ (1)	$ -	$ 1,007	$ (8,320)

Year ended December 31, 2004
Allowance for doubtful accounts and sales allowances…………	$ (8,695)	$ (897)	$ (6)	$ (1,476)	$ 3,134	$ (7,940)

Year ended December 31, 2003
Allowance for doubtful accounts and sales allowances…………	$ (7,129)	$ (3,255)	$ (74)	$ -	$ 1,763	$ (8,695)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PLY GEM HOLDINGS, INC (Registrant)

Date: March 27, 2006	By:	/s/ Lee D. Meyer
		Name: Lee D. Meyer
		Title: President and Chief Executive Officer

In accordance with the Exchange Act this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.

Signature	Title	Date

/s/ Lee D. Meyer	President, Chief Executive Officer and Director	March 27, 2006
Lee D. Meyer	(Principal Executive Officer)

/s/ Shawn K. Poe	Vice President, Chief Financial Officer, Treasurer	March 27, 2006
Shawn K. Poe	and Secretary (Principal Financial and Accounting
	Officer)

	Chairman of the Board and Director	March 27, 2006
Frederick Iseman

/s/ Robert A. Ferris	Director	March 27, 2006
Robert A. Ferris

/s/ Steven M. Lefkowitz	Director	March 27, 2006
Steven M. Lefkowitz

	Director	March 27, 2006
John D. Roach

EX-10.1 2 ex10_1.htm EXHIBIT 10.1

$470,000,000

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of February 12, 2004,

as first Amended and Restated as of March 3, 2004,

as second Amended and Restated as of August 27, 2004,

as further Amended and Restated as of February 24, 2006,

among

PLY GEM INDUSTRIES, INC.

as U.S. Borrower,

CWD WINDOWS AND DOORS, INC.

as Canadian Borrower,

PLY GEM HOLDINGS, INC.

and

THE OTHER GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO,

UBS SECURITIES LLC

and

DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arrangers and Bookrunners,

J.P. MORGAN SECURITIES INC.,

as Co-Arranger,

UBS AG, STAMFORD BRANCH,

as Issuing Bank, Administrative Agent and Collateral Agent,

UBS LOAN FINANCE LLC,

as Swingline Lender,

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,

as Syndication Agent,

and

JPMORGAN CHASE BANK,

as Documentation Agent

Cahill Gordon & Reindel llp

80 Pine Street

New York, NY 10005

TABLE OF CONTENTS

Section & #160; Page

ARTICLE I

DEFINITIONS

SECTION 1.01	Defined Terms	2
SECTION 1.02	Classification of Loans and Borrowings	41
SECTION 1.03	Terms Generally	42
SECTION 1.04	Accounting Terms; GAAP	42
SECTION 1.05	Resolution of Drafting Ambiguities	42

ARTICLE II

THE CREDITS

SECTION 2.01	Commitments	42
SECTION 2.02	Loans	43
SECTION 2.03	Borrowing Procedure	44
SECTION 2.04	Evidence of Debt; Repayment of Loans	44
SECTION 2.05	Fees	45
SECTION 2.06	Interest on Loans	46
SECTION 2.07	Termination and Reduction of Commitments	47
SECTION 2.08	Interest Elections	48
SECTION 2.09	Amortization of Term Borrowings	49
SECTION 2.10	Optional and Mandatory Prepayments of Loans and Mandatory Offers to Redeem	49
SECTION 2.11	Alternate Rate of Interest	54
SECTION 2.12	Increased Costs	54
SECTION 2.13	Breakage Payments	55
SECTION 2.14	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	56
SECTION 2.15	Taxes	57
SECTION 2.16	Mitigation Obligations; Replacement of Lenders	59
SECTION 2.17	Swingline Loans	60
SECTION 2.18	Letters of Credit	61

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01	Organization; Powers	67
SECTION 3.02	Authorization; Enforceability	67
SECTION 3.03	No Conflicts	67
SECTION 3.04	Financial Statements; Projections	67
SECTION 3.05	Properties	69
SECTION 3.06	Intellectual Property	70
SECTION 3.07	Equity Interests and Subsidiaries	71
SECTION 3.08	Litigation; Compliance with Laws	71
SECTION 3.09	Agreements	72
SECTION 3.10	Federal Reserve Regulations	72
SECTION 3.11	Investment Company Act; Public Utility Holding Company Act	72
SECTION 3.12	Use of Proceeds	72
SECTION 3.13	Taxes	72
SECTION 3.14	No Material Misstatements	73
SECTION 3.15	Labor Matters	73
SECTION 3.16	Solvency	73
SECTION 3.17	Employee Benefit Plans	74
SECTION 3.18	Environmental Matters	74
SECTION 3.19	Insurance	75
SECTION 3.20	Security Documents	75
SECTION 3.21	Acquisition Documents; Representations and Warranties in Acquisition Agreement	77
SECTION 3.22	Anti-Terrorism Law	77
SECTION 3.23	Subordination of Senior Subordinated Notes	78
SECTION 3.24	MW Acquisition Documents; Representations and Warranties in MW Acquisition Agreement	78
SECTION 3.25	Alenco Acquisition Documents; Representations and Warranties in Alenco Acquisition Agreement	78

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01	Conditions to Initial Credit Extension	79
SECTION 4.02	Conditions to All Credit Extensions	84
SECTION 4.03	Conditions to Effectiveness of the Third Amendment and Restatement	85

ARTICLE V

AFFIRMATIVE COVENANTS

SECTION 5.01	Financial Statements, Reports, etc.	88
SECTION 5.02	Litigation and Other Notices	90
SECTION 5.03	Existence; Businesses and Properties	90
SECTION 5.04	Insurance	91
SECTION 5.05	Obligations and Taxes	92
SECTION 5.06	Employee Benefits	92
SECTION 5.07	Maintaining Records; Access to Properties and Inspections; Annual Meetings	93
SECTION 5.08	Use of Proceeds	93
SECTION 5.09	Compliance with Environmental Laws; Environmental Reports	93
SECTION 5.10	Additional Collateral; Additional Guarantors	94
SECTION 5.11	Security Interests; Further Assurances	96
SECTION 5.12	Information Regarding Collateral	97
SECTION 5.13	Post-Closing Matters	97

ARTICLE VI

NEGATIVE COVENANTS

SECTION 6.01	Indebtedness	98
SECTION 6.02	Liens	100
SECTION 6.03	Sale and Leaseback Transactions	103
SECTION 6.04	Investment, Loan and Advances	103
SECTION 6.05	Mergers and Consolidations	104
SECTION 6.06	Asset Sales	105
SECTION 6.07	Acquisitions	106
SECTION 6.08	Dividends	106
SECTION 6.09	Transactions with Affiliates	107
SECTION 6.10	Financial Covenants	109
SECTION 6.11	Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.	110
SECTION 6.12	Limitation on Certain Restrictions on Subsidiaries	111
SECTION 6.13	Limitation on Issuance of Capital Stock	112
SECTION 6.14	Limitation on Creation of Subsidiaries	112
SECTION 6.15	Business	112
SECTION 6.16	Limitation on Accounting Changes	112
SECTION 6.17	Fiscal Year	112
SECTION 6.18	Lease Obligations	112
SECTION 6.19	No Further Negative Pledge	113
SECTION 6.20	Anti-Terrorism Law; Anti-Money Laundering	113
SECTION 6.21	Embargoed Person	113

ARTICLE VII

GUARANTEE

SECTION 7.01	The Guarantee	114
SECTION 7.02	Obligations Unconditional	114
SECTION 7.03	Reinstatement	115
SECTION 7.04	Subrogation; Subordination	116
SECTION 7.05	Remedies	116
SECTION 7.06	Instrument for the Payment of Money	116
SECTION 7.07	Continuing Guarantee	116
SECTION 7.08	General Limitation on Guarantee Obligations	116
SECTION 7.09	Release of Guarantors	116

COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

SECTION 901	Collateral Account	119
SECTION 9.02	Proceeds of Destruction, Taking and Collateral Dispositions	120
SECTION 903	Application of Proceeds	121

ARTICLE X

THE AGENTS

SECTION 10.01	Appointment	122
SECTION 10.02	Agent in Its Individual Capacity	122
SECTION 10.03	Exculpatory Provisions	122
SECTION 10.04	Reliance by Agent	122
SECTION 10.05	Delegation of Duties	123
SECTION 10.06	Successor Agent	123
SECTION 10.07	Non-Reliance on Agent and Other Lenders	123
SECTION 10.08	Name Agents	123
SECTION 10.09	Indemnification	123

ARTICLE XI

MISCELLANEOUS

SECTION 11.01	Notices	124
SECTION 11.02	Waivers; Amendment	125
SECTION 11.03	Expenses; Indemnity	128
SECTION 11.04	Successors and Assigns	130
SECTION 11.05	Survival of Agreement	132
SECTION 11.06	Counterparts; Integration; Effectiveness	133
SECTION 11.07	Severability	133
SECTION 11.08	Right of Setoff	133
SECTION 11.09	Governing Law; Jurisdiction; Consent to Service of Process	134
SECTION 11.10	Waiver of Jury Trial	134
SECTION 11.11	Headings	134
SECTION 11.12	Confidentiality	135
SECTION 11.13	Interest Rate Limitation	135
SECTION 11.14	Lender Addendum	135
SECTION 11.15	Obligations Absolute	135
SECTION 11.16	Judgment Currency	136

ANNEXES

SECTION 11.01	Notices
SECTION 11.02	Waivers; Amendment

SCHEDULES

Schedule 1.01(a)	Assumed Debt
Schedule 1.01( c)	Material Indebtedness
Schedule 1.01(d)	Mortgaged Property
Schedule 1.01(e)	Refinancing Indebtedness to Be Repaid
Schedule 1.01(f)	U.S. Subsidiary Guarantors
Schedule 3.03	Governmental Approvals; Compliance with Laws
Schedule 3.05(b)	Real Property
Schedule 3.07(a)	Subsidiaries
Schedule 3.07( c)	Corporate Organizational Chart
Schedule 3.09( c)	Material Agreements
Schedule 3.17	Employee Benefit Plans
Schedule 3.18	Environmental Matters
Schedule 3.19	Insurance
Schedule 3.21	Acquisition Documents
Schedule 3.24	MW Acquisition Documents
Schedule 3.25	Alenco Acquisition Documents
Schedule 4.01(g)	Local Counsel
Schedule 4.01(n)(vi)	Landlord Access Agreements
Schedule 4.01(o)(iii)	Title Insurance Amounts
Schedule 5.13(a)	Post-Closing Matters
Schedule 6.01(b)	Existing Indebtedness
Schedule 6.02( c)	Existing Liens
Schedule 6.04(b)	Existing Investments
Schedule 6.09(n)	Existing Affiliate Agreements

EXHIBITS

Exhibit A	Form of Administrative Questionnaire
Exhibit B	Form of Assignment and Assumption
Exhibit C-1	Form of U.S. Borrowing Request
Exhibit C-2	Form of Canadian Borrowing Request
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Interest Election Request
Exhibit F	Form of Joinder Agreement
Exhibit G-1	Form of U.S. Landlord Access Agreement
Exhibit G-2	Form of Canadian Landlord Access Agreement
Exhibit H	Restated Form of LC Request
Exhibit I	Form of Lender Addendum
Exhibit J-1	Form of Mortgage
Exhibit J-2	Form of Canadian Mortgage
Exhibit J-3	Form of Leasehold Mortgage
Exhibit K-1	Form of U.S. Term Note
Exhibit K-2	Form of Canadian Term Note
Exhibit K-3	Form of Revolving Note
Exhibit K-4	Form of Swingline Note
Exhibit L-1	Form of Perfection Certificate
Exhibit L-2	Form of Perfection Certificate Supplement
Exhibit L-3	Form of Third Amendment Perfection Certificate Supplement
Exhibit M-1	Form of U.S. Security Agreement
Exhibit M-2	Form of Canadian Security Agreement
Exhibit N-1	Form of Opinion of Company Counsel
Exhibit N-2	Form of Opinion of Local Counsel
Exhibit N-3	Form of Opinion of Canadian Counsel
Exhibit O	Form of Solvency Certificate
Exhibit P-1	Form of Amended and Restated U.S. Intercompany Note
Exhibit P-2	Form of Amended and Restated Canadian Intercompany Note
Exhibit Q	Form of U.S. Tax Compliance Certificate

CREDIT AGREEMENT

WITNESSETH:

WHEREAS, Holdings entered into a stock purchase agreement, dated as of December 19, 2003, as amended on January 23, 2004 and February 12, 2004 (as further amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Acquisition Agreement”), with Nortek Inc., a Delaware corporation, and WDS LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Nortek, Inc. (collectively, the “Seller”), to acquire (the “Acquisition”) all of the capital stock of U.S. Borrower, and on the Original Closing Date, Holdings transferred its rights and obligations under the Acquisition Agreement to Parent.

WHEREAS, the Refinancing, the Acquisition, the issuance of the Senior Subordinated Notes and the Equity Financing were consummated on the Original Closing Date.

WHEREAS, the Borrowers, the Agents and the Lenders entered into this Agreement on February 12, 2004 and first amended and restated this Agreement on March 3, 2004 (as so amended and restated as of such date, the “Original Credit Agreement”).

WHEREAS, the Borrowers requested various Commitments and Credit Extensions on the Original Closing Date and the First Amendment Effectiveness Date, which occurred on such dates.

WHEREAS, on the Second Amendment Effectiveness Date U.S. Borrower acquired (the “MW Acquisition”) all of the Equity Interests of MWM Holding, Inc., a Delaware corporation (“MW”), pursuant to a stock purchase agreement dated as of July 23, 2004 among MW, the stockholders listed on Schedule 1 attached thereto and U.S. Borrower (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “MW Purchase Agreement”).

WHEREAS, in connection with the MW Acquisition, U.S. Borrower repaid all existing indebtedness of MW and its subsidiaries (the “MW Refinancing”) and further amended and restated this Agreement on the Second Amendment Effectiveness Date (as so amended and restated as of such date and as thereafter amended prior to the date hereof, the “Existing Credit Agreement”).

WHEREAS, in connection with the MW Acquisition, U.S. Borrower requested various Commitments and Credit Extensions on the Second Amendment Effectiveness Date which occurred on such date.

WHEREAS, the MW Refinancing, the MW Acquisition, the issuance of the New Senior Subordinated Notes and the Supplemental Financing were consummated on the Second Amendment Effectiveness Date.

WHEREAS, U.S. Borrower shall acquire (the “Alenco Acquisition”) all of the Equity Interests of AWC Holding Company, a Delaware corporation (“Alenco”), pursuant to a securities purchase agreement dated as of February 6, 2006 among FNL Management Corp., the Sellers and beneficial sellers party thereto and U.S. Borrower (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Alenco Purchase Agreement”).

WHEREAS, in connection with the Alenco Acquisition, (i) U.S. Borrower requests that the U.S. Term Loan Lenders extend credit to it in the form of U.S. Term Loans on the Third Amendment Effectiveness Date in an aggregate principal amount of $375.0 million for purposes of voluntarily prepaying all U.S. Term Loans under and as defined in the Existing Credit Agreement and effecting the Alenco Acquisition and to pay related fees and expenses and (ii) Canadian Borrower requests that the Canadian Term Loan Lenders extend credit to it in the form of Canadian Term Loans on the Third Amendment Effectiveness Date in an aggregate principal amount of $25.0 million for purposes of voluntarily prepaying all Canadian Term Loans under and as defined in the Existing Credit Agreement, as permitted by Section 2.10(a) of the Existing Credit Agreement.

WHEREAS, the Alenco Acquisition will be consummated on the Third Amendment Effectiveness Date.

WHEREAS, the Borrowers, the Administrative Agent and the Lenders desire, subject to Section 11.06, to further amend and restate this Agreement as set forth herein.

WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.12.

NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrowers and the Issuing Bank is willing to issue letters of credit for the account of U.S. Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms

. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR,” when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan or ABR Revolving Loan.

“ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acquisition” shall have the meaning assigned to such term in the first recital hereto.

“Acquisition Agreement” shall have the meaning assigned to such term in the first recital hereto.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments by Parent or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition (other than fees and expenses related to such Permitted Acquisition), whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Parent or any of its Subsidiaries.

“Acquisition Documents” shall mean the collective reference to the Acquisition Agreement and the other documents listed on Schedule 3.21.

“Act” shall have the meaning assigned to such term in Section 11.17.

“Additional Term Loans” shall have the meaning assigned to such term in Section 11.02(d).

“Adjusted LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, (a) an interest rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article X.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Advisory Services Agreement” means the advisory services agreement, dated as of February 12, 2004, among U.S. Borrower and Sponsor.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.09, the term “Affiliate” shall also include (i) any person that directly or indirectly owns more than 10% of any class of Equity Interests of the person specified or (ii) any person that is an executive officer or director of the person specified.

“Agents” shall mean the Arrangers, the Documentation Agent, the Syndication Agent, the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alenco” shall have the meaning assigned to such term in the preamble hereto.

“Alenco Acquisition” shall have the meaning assigned to such term in the preamble hereto.

“Alenco Acquisition Documents” shall mean the collective reference to the Alenco Purchase Agreement and the other documents listed on Schedule 3.25.

“Alenco Purchase Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22.

“Applicable Fee” shall mean, for any day, with respect to any Commitment, the applicable percentage set forth in Annex I under the caption “Applicable Fee”.

“Applicable Margin” shall mean, for any day, with respect to any (i) Term Loan, (x) 2.25% for Eurodollar Loans and (y) 1.25% for ABR Loans; provided that for any day for which U.S. Borrower’s corporate family rating from Moody’s Investors Service Inc. is less than B1 and U.S. Borrower’s corporate credit rating from Standard & Poor’s Rating Service is less than B+ it shall mean with respect to any Term Loan (x) 2.50% for Eurodollar Loans and (y) 1.50% for ABR Loans; and (ii) Revolving Loan, the applicable percentage set forth in Annex I.

“Arrangers” shall mean the Joint Lead Arrangers and the Co-Arranger.

“Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property excluding sales of inventory and dispositions of cash equivalents, in each case, in the ordinary course of business, by Parent or any of its Subsidiaries and (b) any issuance or sale of any Equity Interests of any Subsidiary of Parent, in each case, to any person other than (i) either Borrower, (ii) any Subsidiary Guarantor or (iii) other than for purposes of Section 6.06, any other Subsidiary.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an assignee, and accepted by the Administrative Agent, substantially in the form of Exhibit B, or such other form as shall be approved by the Administrative Agent.

“Assumed Debt” shall mean the Indebtedness set forth on Schedule 1.01(a) hereto.

“Auto-Renewal Letter of Credit” shall have the meaning assigned to such term in Section 2.18(c)(ii).

“Bailee Letter” shall have the meaning assigned thereto in the Security Agreement.

“Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent in the United States for dollars from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any partnership, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrowing” shall mean (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” shall mean either a U.S. Borrowing Request or a Canadian Borrowing Request as the context shall require.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Calculation Period” shall have the meaning assigned to such term in Section 2.06(f).

“Canadian Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Borrowing Request” shall mean a request by Canadian Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-2, or such other form as shall be approved by the Administrative Agent.

“Canadian Collateral Account” shall mean a collateral account or sub-account established and maintained by the Collateral Agent for the benefit of the Canadian Secured Parties, in accordance with the provisions of Section 9.01.

“Canadian Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Canadian Guarantors” shall have the meaning assigned to such term in Section 7.01.

“Canadian Intercompany Note” shall mean a promissory note substantially in the form of Exhibit P-2.

“Canadian Loan Parties” shall mean Canadian Borrower and the Canadian Guarantors; provided that Parent and U.S. Borrower shall only constitute Canadian Loan Parties in their capacities as Canadian Guarantors.

“Canadian Mortgaged Property” shall mean the Mortgaged Property owned or leased by the Canadian Loan Parties.

“Canadian Obligations” shall mean (a) obligations of Canadian Borrower and the other Canadian Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Canadian Term Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Canadian Borrower and the other Canadian Loan Parties under this Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Canadian Borrower and the other Canadian Loan Parties under or pursuant to this Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all obligations of Canadian Borrower and the other Canadian Loan Parties under each Hedging Agreement relating to either the Canadian Term Loans or foreign currency exchange rates entered into with any counterparty that was a Lender or an Affiliate of a Lender at the time such Hedging Agreement was entered into (provided that each shall provide that it terminates or expires upon, or prior to, the repayment of all Loans hereunder) (each, a “Permitted Canadian Hedging Agreement”) and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Canadian Term Loan Lender, any Affiliate of a Canadian Term Loan Lender, the Administrative Agent or the Collateral Agent arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds, in each case, with respect to Canadian Term Loans.

“Canadian Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders and each party to a Permitted Canadian Hedging Agreement if such person executes and delivers to the Administrative Agent a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 11.03 and 11.09.

“Canadian Security Agreement” shall mean a Security Agreement substantially in the form of Exhibit M-2 among Loan Parties organized under the laws of Canada or a province thereof and Collateral Agent for the benefit of the Canadian Secured Parties.

“Canadian Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to the Canadian Security Agreement delivered on the Original Closing Date or thereafter pursuant to Section 5.10.

“Canadian Security Documents” shall mean the Canadian Security Agreement, the Mortgages entered into by the Canadian Loan Parties and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Canadian Obligations, and all financing statements or instruments of perfection required by this Agreement, the Canadian Security Agreement or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Canadian Security Agreement and any other document or instrument utilized to pledge as collateral for the Canadian Obligations any property.

“Canadian Subsidiary” shall mean a Subsidiary of Canadian Borrower.

“Canadian Subsidiary Guarantor” shall mean a Canadian Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.10.

“Canadian Term Loan” shall mean the term loans made by the Canadian Term Loan Lenders to Canadian Borrower pursuant to Section 2.01(b). Each Canadian Term Loan shall be either an ABR Term Loan or a Eurodollar Term Loan.

“Canadian Term Loan Commitment” shall mean, with respect to each Canadian Term Loan Lender, the commitment, if any, of such Canadian Term Loan Lender to make a Canadian Term Loan hereunder on the Third Amendment Effectiveness Date in the amount set forth on Schedule I to the Lender Addendum executed and delivered by such Canadian Term Loan Lender on the Third Amendment Effectiveness Date. The aggregate amount of the Lenders’ Canadian Term Loan Commitments is $25.0 million on the Third Amendment Effectiveness Date.

“Canadian Term Loan Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum that provide Canadian Term Loan Commitments or make Canadian Term Loans and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption that provides Canadian Term Loan Commitments or makes Canadian Term Loans, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption.

“CapEx Carryfoward Amount” shall have the meaning assigned to such term in Section 6.10(c).

“Capital Expenditures” shall mean, for any period, without duplication, the increase during that period in the gross property, plant or equipment account in the consolidated balance sheet of U.S. Borrower and its Subsidiaries, determined in accordance with GAAP, whether such increase is due to purchase of properties for cash or financed by the incurrence of Indebtedness, but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property pursuant to Section 2.10(f) and (ii) any portion of such increase attributable solely to acquisitions of property, plant and equipment in Permitted Acquisitions.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” shall mean, as to any person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or Canada or any agency or instrumentality thereof (provided that the full faith and credit of the United States or Canada is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (b) time deposits and certificates of deposit of (1) any Lender or Agent or (2) any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States or Canada, any state or province thereof or the District of Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person; (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (d) commercial paper issued by any person incorporated in the United States or Canada rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such person; (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above; and (f) demand deposit accounts maintained in the ordinary course of business.

“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind and (b) items described in clause (c) or, other than to the extent paid in cash, clauses (f) and (g) of the definition of “Consolidated Interest Expense.”

“Casualty Event” shall mean any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Parent or any of its Subsidiaries. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.

A “Change in Control” shall be deemed to have occurred if:

(a) Parent at any time ceases to own 100% of the Equity Interests of U.S. Borrower or, prior to an IPO at Parent, Holdings ceases to own 100% of the Equity Interests of Parent or Super Holdings ceases to own 100% of the Equity Interests of Holdings;

(b) at any time a change of control (as defined in the documentation for any Material Indebtedness) shall occur;

(c) prior to an IPO, (i) the Permitted Holders cease to own (directly or indirectly), or to have the power to vote or direct the voting of, Voting Stock of U.S. Borrower representing a majority of the voting power of the total outstanding Voting Stock of U.S. Borrower or (ii) the Permitted Holders cease to own (directly or indirectly) Equity Interests representing a majority of the total economic interests of the Equity Interests of U.S. Borrower;

(d) following an IPO, (i) the Permitted Holders shall fail to own (directly or indirectly), or to have the power to vote or direct the voting of, Voting Stock of U.S. Borrower representing more than 35% of the voting power of the total outstanding Voting Stock of U.S. Borrower, (ii) the Permitted Holders cease to own (directly or indirectly) Equity Interests representing more than 35% of the total economic interests of the Equity Interests of U.S. Borrower or (iii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of U.S. Borrower representing more than the voting power of the Voting Stock of U.S. Borrower owned by the Permitted Holders; or

(e) following an IPO, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the IPO Entity (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of the IPO Entity, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the IPO Entity.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation or any interpretation or application thereof by any Governmental Authority after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or Issuing Bank (or for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Charges” shall have the meaning assigned to such term in Section 11.13.

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, U.S. Term Loans, Canadian Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, U.S. Term Loan Commitment, Canadian Term Loan Commitment or Swingline Commitment, in each case, under this Agreement as originally in effect or pursuant to Sections 11.02(d) or (f), of which such Loan, Borrowing or Commitment shall be a part.

“Co-Arranger” shall have the meaning assigned to such term in the preamble hereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean, collectively, all of the U.S. Security Agreement Collateral, the Canadian Security Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature pledged as collateral under any Security Document.

“Collateral Account” shall mean the Canadian Collateral Account or the U.S. Collateral Account, as applicable.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto.

“Commercial Letter of Credit” shall mean any letter of credit or similar instrument issued for the purpose of providing credit support in connection with the purchase of materials, goods or services by U.S. Borrower or any of its Subsidiaries in the ordinary course of their businesses.

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment, U.S. Term Loan Commitment, Canadian Term Loan Commitment or Swingline Commitment, and any Commitment to make Term Loans of a new Class extended by such Lender as provided in Section 11.02(d).

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Companies” shall mean Parent and its Subsidiaries; and “Company” shall mean any one of them.

“Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the form of Exhibit D.

“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of January 2004 relating to U.S. Borrower and its subsidiaries.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of U.S. Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of U.S. Borrower and its Subsidiaries which may properly be classified as current assets on a consolidated balance sheet of U.S. Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of U.S. Borrower and its Subsidiaries which may properly be classified as current liabilities (other than the current portion of any Loans) on a consolidated balance sheet of U.S. Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of U.S. Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary of U.S. Borrower (other than any Foreign Subsidiary or any U.S. Subsidiary Guarantor) only if a corresponding amount would be permitted at the date of determination to be distributed to U.S. Borrower by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organizational Documents and all agreements (other than any municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds), instruments, judgments, decrees, orders, statutes, rules and regulations applicable to such Subsidiary or its equityholders):

(a) Consolidated Interest Expense for such period,

(b) Consolidated Amortization Expense for such period,

(d) Consolidated Tax Expense for such period,

(e) costs and expenses directly incurred (i) in connection with the Transactions during such period (not to exceed $30.0 million) to the extent actually incurred and expensed within one year of the Original Closing Date, (ii) in connection with the Second Amendment Transactions during such period (not to exceed $17.5 million) to the extent actually incurred and expensed within one year of the Second Amendment Effectiveness Date and (iii) in connection with the Third Amendment Transactions during such period (not to exceed $11.0 million) to the extent actually incurred and expensed within one year of the Third Amendment Effectiveness Date,

(f) the aggregate amount of all other non-cash items reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period,

(g) the amount of management fees and transaction fees paid to Sponsor for such period pursuant to the Advisory Services Agreement in accordance with Section 6.09(e),

(h) Restructuring Expenses in an aggregate amount not to exceed $15.0 million in any Test Period and any Restructuring Expenses in connection with the disposition of Thermal-Gard, Inc.,

(i) other expenses incurred by MW in such period and prior to the Second Amendment Effectiveness Date for management fees and abandoned transaction costs in an aggregate amount not to exceed $30.114 million for the fiscal year ended December 27, 2003 and $250,000 for the six months ended July 3, 2004,

(j) other than for purposes of calculating Excess Cash Flow, amounts related to run rate savings not to exceed $10,000,000 in the aggregate for all periods from vertical integration of previously externally sourced materials from outside vendors which are to be produced internally as if the implemented savings had been in place for the entire duration of such measurement period;

(k) other than for purposes of calculating Excess Cash Flow, out-of-pocket costs and expenses related to finding and installing a new Chief Executive Officer for U.S. Borrower not to exceed $2,000,000 in the aggregate for all periods,

(l) other than for purposes of calculating Excess Cash Flow, net out-of-pocket costs related to acquiring the inventory of a prior vinyl siding supplier of 84 Lumber Company in connection with becoming a vinyl siding provider to 84 Lumber Company not to exceed $5,000,000 in the aggregate for all periods,

(m) other than for purposes of calculating Excess Cash Flow, out-of-pocket start up costs not to exceed $7,500,000 in the aggregate for all periods in connection with a new manufacturing facility, and

(y) subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period.

Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis (including any Pro Forma Cost Savings) to give effect to the Acquisition, the MW Acquisition, the Alenco Acquisition, any Permitted Acquisition, each Permitted Sale and Leaseback Transaction and other Asset Sales for consideration individually or in the aggregate in excess of $3.0 million during any Test Period consummated at any time on or after the first day of the Test Period thereof as if the Acquisition, the MW Acquisition, the Alenco Acquisition and each such Permitted Acquisition had been effected on the first day of such period and as if each such Permitted Sale and Leaseback Transaction and other Asset Sale had been consummated on the day prior to the first day of such period.

“Consolidated Indebtedness” shall mean, as at any date of determination, without duplication, (x) the aggregate amount of all Indebtedness of U.S. Borrower and its Subsidiaries less (y) cash and Cash Equivalents on hand of U.S. Borrower and its Subsidiaries other than restricted cash that is not held in a Collateral Account (but including cash held in the Ply Gem LC Restricted Account), determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Coverage Ratio” shall mean, for any Test Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y) Cash Interest Expense for such Test Period.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense (less interest income) of U.S. Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a) imputed interest on Capital Lease Obligations of U.S. Borrower and its Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by U.S. Borrower or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

(c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by U.S. Borrower or any of its Subsidiaries for such period;

(d) cash contributions to any employee stock ownership plan or similar trust made by U.S. Borrower or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than U.S. Borrower or a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;

(e) all interest paid or payable with respect to discontinued operations of U.S. Borrower or any of its Subsidiaries for such period;

(f) the interest portion of any deferred payment obligations of U.S. Borrower or any of its Subsidiaries for such period; and

(g) all interest on any Indebtedness of U.S. Borrower or any of its Subsidiaries of the type described in clause (f) or (j) of the definition of “Indebtedness” for such period;

provided that (A) to the extent directly related to the Transactions, the Second Amendment Transactions or the Third Amendment Transactions, debt issuance costs, debt discount or premium and other financing fees and expenses shall be excluded from the calculation of Consolidated Interest Expense and (B) the amortization during such period of other capitalized financing costs shall be excluded from the calculation of Consolidated Interest Expense; provided that in the case of clause (B) the aggregate amount of amortization relating to such capitalized financing costs deducted in calculating Consolidated Interest Expense shall not exceed 5% of the aggregate amount of the financing giving rise thereto.

Consolidated Interest Expense shall be calculated on a Pro Forma Basis (including any Pro Forma Cost Savings) to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test Period in connection with the Acquisition, the MW Acquisition, the Alenco Acquisition, any Permitted Acquisitions, each Permitted Sale and Leaseback Transaction and other Asset Sales for consideration individually or in the aggregate in excess of $3.0 million during any Test Period as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of U.S. Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(a) the net income (or loss) of any person (other than a Subsidiary of U.S. Borrower) in which any person other than U.S. Borrower and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by U.S. Borrower or (subject to clause (b) below) any of its Subsidiaries during such period;

(b) the net income of any Subsidiary of U.S. Borrower (other than a Foreign Subsidiary or a U.S. Subsidiary Guarantor) during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement (other than any municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds), instrument, judgment, decree, order, statute, rule or regulation applicable to that Subsidiary during such period, except that U.S. Borrower’s equity in net loss of any such Subsidiary for such period, other than any non-cash loss that does not result in an accrual or reserve for cash charges in any future period, shall be included in determining Consolidated Net Income;

(c) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by U.S. Borrower or any of its Subsidiaries upon (i) any Asset Sale (other than any dispositions in the ordinary course of business) by U.S. Borrower or any of its Subsidiaries, (ii) the disposition of any Cash Equivalents or (iii) the repayment or cancellation of any Indebtedness of U.S. Borrower or any of its Subsidiaries;

(d) gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

(e) earnings resulting from any reappraisal, revaluation or write-up of assets;

(f) unrealized gains and losses with respect to Hedging Obligations for such period;

(g) other than for purposes of the definition of Excess Cash Flow, any extraordinary or nonrecurring gain (or extraordinary or nonrecurring loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by U.S. Borrower or any of its Subsidiaries during such period; provided that such nonrecurring losses shall not exceed $7.5 million in any Test Period;

(h) any expenses or reserves for liabilities to the extent that the U.S. Borrower or any of its Subsidiaries is entitled to indemnification therefore under binding agreements; provided that any liabilities for which the U.S. Borrower or such Subsidiary is not actually indemnified shall reduce Consolidated Net Income in the period in which it is determined that the U.S. Borrower or such Subsidiary will not be indemnified; and

(i) the net income (or loss) of Thermal-Gard, Inc., so long as U.S. Borrower is using commercially reasonable efforts to dispose of it or discontinue its operations.

For purposes of this definition of “Consolidated Net Income,” “nonrecurring” means any gain or loss as of any date that is not reasonably likely to recur within two years following such date; provided that if there was a gain or loss similar to such gain or loss within the two years preceding such date, such gain or loss shall not be deemed nonrecurring and (2) Consolidated Net Income shall be reduced (to the extent not already reduced thereby) by the amount of any payments to or on behalf of Parent made pursuant to Sections 6.08(c) and (d).

“Consolidated Senior Indebtedness” shall mean, as at any date of determination, the difference of Consolidated Indebtedness on such date less the aggregate amount of all Subordinated Indebtedness of the Borrowers and the Subsidiary Guarantors determined on a consolidated basis in accordance with GAAP.

“Consolidated Tax Expense” shall mean, for any period, the tax expense of U.S. Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“Contested Collateral Lien Conditions” shall mean, with respect to any Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02, the following conditions:

(a) any proceeding instituted contesting such Lien shall operate to stay the sale or forfeiture of any portion of the Collateral on account of such Lien;

(b) to the extent such Lien is in an amount in excess of $1,000,000, the appropriate Loan Party shall maintain cash reserves in accordance with GAAP; and

(c) such Lien shall in all respects be subject and subordinate in priority to the Lien and security interest created and evidenced by the Security Documents, except if and to the extent that the law or regulation creating, permitting or authorizing such Lien provides that such Lien is or must be superior to the Lien and security interest created and evidenced by the Security Documents.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall have the meaning assigned to such term in the U.S. Security Agreement.

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank.

“Debt Issuance” shall mean the incurrence by Parent or any of its Subsidiaries of any Indebtedness after the Original Closing Date (other than as permitted by Section 6.01).

“Debt Service” shall mean, for any period, Cash Interest Expense for such period plus scheduled principal amortization of all Indebtedness for such period.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, further, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“Documentation Agent” shall have the meaning assigned to such term in the preamble hereto.

“dollars” or “$” shall mean lawful money of the United States.

“Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“Embargoed Person” shall have the meaning assigned to such term in Section 6.21.

“Environment” shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.

“Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation of Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all applicable present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law and judicial or agency interpretation, policy or guidance, relating to protection of public health or the Environment, the Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health.

“Environmental Permit” shall mean any permit, license, approval, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equipment” shall have the meaning assigned to such term in the U.S. Security Agreement.

“Equity Financing” shall mean the cash contribution of approximately $136.7 million by Sponsor, its affiliates and certain members of U.S. Borrower’s management to Holdings in return for Equity Interests in Holdings, and the contribution of such cash by Holdings to Parent in connection with the funding of the Acquisition.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the Original Closing Date or issued after the Original Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“Equity Investors” shall mean Sponsor and one or more investors reasonably satisfactory to the Administrative Agent and the Arrangers.

“Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Parent, Super Holdings or Holdings after the Original Closing Date of any Equity Interests in Parent, Super Holdings or Holdings (including any Equity Interests issued upon exercise of any warrant or option), as applicable, or any warrants or options to purchase such Equity Interests or (ii) any contribution to the capital of Parent, Super Holdings or Holdings; provided, however, that an Equity Issuance shall not include (x) any Preferred Stock Issuance or Debt Issuance, (y) any such sale or issuance by Holdings or Super Holdings of its Equity Interests (including its Equity Interests issued upon exercise of any warrant or option or warrants or options to purchase its Equity Interests but excluding Disqualified Capital Stock), in each case, to directors, officers or employees of any Company and (z) any Excluded Issuance.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) except as set forth on Schedule 3.17, the incurrence by any Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (g) except as set forth on Schedule 3.17, the receipt by any Company or its ERISA Affiliates of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.

“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

“Eurodollar Loan” shall mean any Eurodollar Revolving Loan or Eurodollar Term Loan.

“Eurodollar Revolving Borrowing” shall mean a Borrowing comprised of Eurodollar Revolving Loans.

“Eurodollar Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“Eurodollar Term Borrowing” shall mean a Borrowing comprised of Eurodollar Term Loans.

“Eurodollar Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“Event of Default” shall have the meaning assigned to such term in Article VIII.

“Excess Amount” shall have the meaning assigned to such term in Section 2.10(h)(ii).

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Consolidated EBITDA for such Excess Cash Flow Period, minus, without duplication:

(a) Debt Service for such Excess Cash Flow Period actually paid during such Excess Cash Flow Period;

(b) Capital Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (c) was previously delivered) that are paid in cash;

(c) (x) Capital Expenditures that U.S. Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that U.S. Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of U.S. Borrower and certifying that such Capital Expenditures will be made in the following Excess Cash Flow Period or (y) the CapEx Carryforward Amount for such Excess Cash Flow Period less the CapEx Carryforward Amount from the prior Excess Cash Flow Period that is not used in such Excess Cash Flow Period;

(d) the aggregate amount of investments made in cash during such period pursuant to Sections 6.04(e), (i), (j), (k) and (m) (other than investments made with Excluded Issuances);

(e) taxes of U.S. Borrower and its Subsidiaries that were paid in cash during such Excess Cash Flow Period or will be paid within six months after the end of such Excess Cash Flow Period and for which reserves have been established;

(f) Permitted Tax Distributions that are paid during the respective Excess Cash Flow Period or will be paid within six months after the close of such Excess Cash Flow Period;

(g) the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(h) losses excluded from the calculation of Consolidated Net Income by operation of clause (c) or (g) of the definition thereof that are paid in cash during such Excess Cash Flow Period;

(i) to the extent added to determine Consolidated EBITDA, costs and expenses incurred in connection with the Acquisition, the MW Acquisition and the Alenco Acquisition;

(j) to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment to U.S. Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period; and

(k) permanent repayments and prepayments of Indebtedness (other than the Obligations) made by U.S. Borrower and its Subsidiaries during such fiscal year to the extent funded with internally generated funds;

provided that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication:

(i) the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;

(ii) all proceeds received during such Excess Cash Flow Period of any Indebtedness to the extent used to finance any Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such borrowings);

(iii) to the extent any permitted Capital Expenditures referred to in (c) above do not occur in the Excess Cash Flow Period specified in the certificate of U.S. Borrower provided pursuant to (c) above, such amounts of Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;

(iv) any return of capital on or in respect of investments received in cash during such period other than proceeds of an Asset Sale, which investments were made pursuant to Section 6.04(e), (i), (j), (k) or (m) (other than investments made from Excluded Issuances);

(v) income or gain excluded from the calculation of Consolidated Net Income by operation of clause (c) or (g) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to Section 2.10);

(vi) if deducted in the computation of Consolidated EBITDA, interest income; and

to the extent subtracted in determining Consolidated EBITDA, all items that did not result from a cash payment by U.S. Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

“Excess Cash Flow Period” shall mean each fiscal year of U.S. Borrower ending on or after December 31, 2006.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Issuance” shall mean an issuance and sale of Qualified Capital Stock of Super Holdings to the Permitted Holders and any corresponding issuance and sale of Qualified Capital Stock of Parent to Holdings and Holdings to Super Holdings financed with the net proceeds thereof.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient (each a “Recipient,” and collectively the “Recipients”) of any payment to be made by or on account of any obligation of either Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income as a result of a present or former connection between the Recipient and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Recipient having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with, this Agreement or any other Loan Document), (b) in the case of a Foreign Lender, any U.S. federal withholding taxes that are attributable to such Foreign Lender’s failure to comply with the requirements of Section 2.15(e), (c) Taxes that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, immediately prior to such assignment, to receive additional amounts or indemnification from either Borrower with respect to such withholding taxes pursuant to Section 2.15 (or would have been so entitled had the assignor's tax status (residence, etc.) immediately before such assignment been the same as the assignee's tax status immediately after such assignment) and (d) U.S. federal withholding taxes that are imposed as a result of an event occurring after the Lender becomes a Lender other than a Change in Law or regulation or interpretation thereof.

“Executive Order” shall have the meaning assigned to such term in Section 3.22.

“Executive Orders” shall have the meaning assigned to such term in Section 6.21.

“Existing Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the confidential Fee Letter, dated February 6, 2006, among Holdings, the Arrangers, UBS Loan Finance LLC, Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the LC Participation Fees and the Fronting Fees.

“Final Maturity Date” shall mean the latest of the Revolving Maturity Date and the Term Loan Maturity Date.

“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Amendment Effectiveness Date” shall mean March 3, 2004.

“Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership or entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees employed outside the United States.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

“Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis; provided that with respect to Canadian Borrower and any Canadian Subsidiaries organized under the laws of Canada or a province thereof, for purposes of Sections 3.13, 5.05, 5.07 and 5.09“GAAP” shall mean generally accepted accounting principles in Canada applied on a consistent basis.

“Governmental Authority” shall mean any federal, state, provincial, local or foreign court, central bank or governmental agency, authority, instrumentality or regulatory body or any subdivision thereof.

“Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“Guaranteed Obligations” shall mean the U.S. Guaranteed Obligations and/or the Canadian Guaranteed Obligations, as applicable.

“Guarantees” shall mean the guarantees issued pursuant to Article VII by Parent and the Subsidiary Guarantors.

“Guarantors” shall mean Parent and the Subsidiary Guarantors.

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Holdings” shall mean Ply Gem Investment Holdings, Inc. (formerly known as CI Investment Holdings, Inc.), a Delaware corporation and the direct parent company of Parent.

“Incremental Revolving Commitment” shall have the meaning assigned to such term in Section 11.02(f).

“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 11.03(b).

“Information” shall have the meaning assigned to such term in Section 11.12.

“Insurance Policies” shall mean the insurance policies and coverages required to be maintained by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged Property pursuant to Section 5.04 and all renewals and extensions thereof.

“Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

“Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).

“Intercompany Note” shall mean the U.S. Intercompany Note and the Canadian Intercompany Note.

“Interest Election Request” shall mean a request by either Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including Swingline Loans), the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Revolving Loan or Swingline Loan, the Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated and (d) with respect to any Term Loan, the Term Loan Maturity Date.

“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if available to all affected Lenders, nine or twelve months) thereafter, as the applicable Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing; provided, however, that an Interest Period shall be limited to the extent required under Section 2.03(e).

“Investments” shall have the meaning assigned to such term in Section 6.04.

“IPO” shall mean the first underwritten public offering by Parent, Holdings or Super Holdings of its Equity Interests after the Third Amendment Effectiveness Date pursuant to a registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act.

“IPO Entity” shall mean whichever of Parent, Holdings or Super Holdings effects an IPO.

“Issuing Bank” shall mean, as the context may require, (a) UBS AG, Stamford Branch, with respect to Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.18(j) and (k) with respect to Letters of Credit issued by such Lender; or (c) collectively, all of the foregoing.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit F.

“Joint Lead Arrangers” shall have the meaning assigned to such term in the preamble hereto.

“Judgment Currency” shall have the meaning assigned to such term in Section 11.16.

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 11.16.

“Landlord Access Agreement” shall mean (x) with respect to a Real Property located in the United States, a U.S. Landlord Access Agreement, substantially in the form of Exhibit G-1 and (y) with respect to a Real Property located in Canada, a Canadian Landlord Access Agreement, substantially in the form of Exhibit G-2, or, in either case, a landlord access agreement in such other form as may reasonably be acceptable to the Collateral Agent.

“LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.18, as the same shall be reduced from time to time pursuant to Section 2.07 or Section 2.18. The amount of the LC Commitment is $35.0 million as of the Third Amendment Effectiveness Date, but in no event shall exceed the Revolving Commitments.

“LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all Reimbursement Obligations outstanding at such time; provided that the amount in clause (a) will be reduced by (x) for any purpose other than calculating a fee due under this Agreement, the amount of industrial or economic revenue bonds issued in connection with the Assumed Debt and held by a remarketing agent or trustee for the benefit of the Collateral Agent and (y) the amount of cash deposited by U.S. Borrower in the Ply Gem LC Restricted Account. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LC Request” shall mean a request by U.S. Borrower in accordance with the terms of Section 2.18(b) and substantially in the form of Exhibit H, or such other form as shall be approved by the Administrative Agent.

“LC Sub-Account” shall have the meaning assigned to such term in Section 9.01(d).

“Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

“Lender Addendum” shall mean with respect to any Lender on the Original Closing Date, the First Amendment Effectiveness Date, the Second Amendment Effectiveness Date or the Third Amendment Effectiveness Date, a lender addendum in the form of Exhibit I, to be executed and delivered by such Lender on the Original Closing Date, the First Amendment Effectiveness Date, the Second Amendment Effectiveness Date or the Third Amendment Effectiveness Date as provided in Section 11.14.

“Lender Affiliate” shall mean with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such advisor.

“Lenders” shall mean the U.S. Lenders and the Canadian Term Loan Lenders.

“Letter of Credit” shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case, issued or to be issued by an Issuing Bank for the account of U.S. Borrower pursuant to Section 2.18.

“Letter of Credit Expiration Date” shall mean the date which is fifteen days prior to the Revolving Maturity Date.

“LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period therefor, the rate per annum determined by the Administrative Agent to be the arithmetic mean (rounded to the nearest 1/100th of 1%) of the offered rates for deposits in dollars with a term comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period; provided, however, that (i) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “LIBOR Rate” shall mean, with respect to each day during each Interest Period pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period. “Telerate British Bankers Assoc. Interest Settlement Rates Page” shall mean the display designated as Page 3750 on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market).

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of Lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” shall mean this Agreement, each LC Request or application, the Notes (if any), the Security Documents, each Permitted U.S. Hedging Agreement, each Permitted Canadian Hedging Agreement and, solely for purposes of Section 8.01(e) hereof, the Fee Letter.

“Loan Parties” shall mean Parent, the Borrowers and the Subsidiary Guarantors.

“Loans” shall mean, as the context may require, a Revolving Loan, a U.S. Term Loan, a Canadian Term Loan or a Swingline Loan (and shall include any Loans contemplated by Sections 11.02(d) or (f)).

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) a material adverse effect on the condition (financial or otherwise), business, operations, assets, liabilities or prospects of Parent and its Subsidiaries, taken as a whole; (b) material impairment of the ability of the Loan Parties to fully and timely perform any of their obligations under any Loan Document; (c) material impairment of the rights of or benefits or remedies available to the Lenders or the Collateral Agent under any Loan Document; or (d) a material adverse effect on the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.

“Material Indebtedness” shall mean (a) the Indebtedness listed on Schedule 1.01(c) and (b) any other Indebtedness (other than the Loans and Letters of Credit) or Hedging Obligations of Parent or any of its Subsidiaries in an aggregate outstanding principal amount exceeding $15.0 million. For purposes of determining Material Indebtedness, the “principal amount” in respect of any Hedging Obligations of any Loan Party at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if the related Hedging Agreement were terminated at such time.

“Maximum Rate” shall have the meaning assigned to such term in Section 11.13.

“Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a Lien on a Mortgaged Property, which (i) in the case of Real Property owned in fee by a U.S. Loan Party, shall be substantially in the form of Exhibit J-1, (ii) in the case of Real Property owned in fee by a Canadian Loan Party, shall be substantially in the form of Exhibit J-2, and (iii) in the case of leased Real Property, shall be substantially in the form of Exhibit J-3, or, in each case, another form reasonably satisfactory to the Collateral Agent, and, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law.

“Mortgaged Property” shall mean (a) each Real Property identified on Schedule 1.01(d) hereto and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Original Closing Date pursuant to Section 5.10(d) or (e) or Section 5.13.

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any Company could incur liability.

“MW” shall have the meaning assigned to such term in the recitals hereto.

“MW Acquisition” shall have the meaning assigned to such term in the recitals hereto.

“MW Acquisition Documents” shall mean the collective reference to the MW Acquisition Agreement and the other documents listed on Schedule 3.24.

“MW Purchase Agreement” shall have the meaning assigned to such term in the recitals hereto.

“MW Refinancing” shall have the meaning assigned to such term in the recitals hereto.

“Net Cash Proceeds” shall mean:

(a) with respect to any Asset Sale (other than any issuance or sale of Equity Interests), the cash proceeds received by Parent or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Parent or any of its Subsidiaries) in respect of non-cash consideration initially received) net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and U.S. Borrower’s good faith estimate of income taxes paid or payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Parent or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (iii) U.S. Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold within 90 days of such Asset Sale (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 90 days of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such properties);

(b) with respect to any Debt Issuance, any Equity Issuance or any other issuance or sale of Equity Interests by Super Holdings or any of its Subsidiaries, the cash proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in connection therewith; and

(c) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event.

“Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“New Senior Subordinated Note Agreement” shall mean any indenture, note purchase agreement or other agreement (including the Senior Subordinated Note Agreement) pursuant to which the New Senior Subordinated Notes are issued as in effect on the Second Amendment Effectiveness Date and thereafter amended from time to time subject to the requirements of this Agreement.

“New Senior Subordinated Note Documents” shall mean the New Senior Subordinated Notes, the New Senior Subordinated Note Agreement, the New Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the New Senior Subordinated Notes or the New Senior Subordinated Note Agreement.

“New Senior Subordinated Note Guarantees” shall mean the guarantees of Parent and the U.S. Subsidiary Guarantors pursuant to the New Senior Subordinated Note Agreement.

“New Senior Subordinated Notes” shall mean U.S. Borrower’s 9.0% Senior Subordinated Notes due 2012 issued on the Second Amendment Effectiveness Date pursuant to the New Senior Subordinated Note Agreement and any registered notes issued by U.S. Borrower in exchange for, and as contemplated by, such notes with substantially identical terms as such notes.

“Non-Guarantor Subsidiary” shall mean each Subsidiary that is not a Subsidiary Guarantor.

“Notes” shall mean any notes evidencing the Term Loans, Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit K-1, K-2, K-3 or K-4.

“Obligations” shall mean the Canadian Obligations and the U.S. Obligations.

“OFAC” shall have the meaning assigned to such term in Section 3.22.

“Offer to Redeem” shall have the meaning assigned to such term in Section 2.10(j).

“Officers’ Certificate” shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive officer or the president and one of the Financial Officers, each in his or her official (and not individual) capacity.

“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

“Original Agents” shall mean the Agents under the Original Credit Agreement.

“Original Closing Date” shall mean February 12, 2004.

“Original Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Other List” shall have the meaning assigned to such term in Section 6.21.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including all interest, fines, penalties and additions to tax and related expenses with regard thereto) arising from any payment made or required to be made under any Loan Document or from the execution, delivery, registration or enforcement of, or otherwise with respect to, any Loan Document.

“Parent” shall have the meaning assigned to such term in the preamble hereto.

“Parent Consolidated Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the Test Period then most recently ended, in each case calculated on a consolidated basis for Parent and its Subsidiaries notwithstanding the fact that such definitions and some components thereof only call for calculations based upon U.S. Borrower and its Subsidiaries.

“Participant” shall have the meaning assigned to such term in Section 11.04(e).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean a certificate in the form of Exhibit L-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by the Third Amendment Perfection Certificate Supplement, a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

“Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or of any business or division of any person; (b) acquisition of in excess of 50% of the Equity Interests of any person, and otherwise causing such person to become a Subsidiary of such person; or (c) merger or consolidation or any other combination with any person (other than (x) among U.S. Borrower and/or its Subsidiaries as permitted by Sections 6.05(c) and (d) and (y) between Parent and Holdings or Super Holdings in connection with an IPO), if each of the following conditions is met:

(i) no Default then exists or would result therefrom;

(ii) after giving effect to such transaction on a Pro Forma Basis, (A) U.S. Borrower shall be in compliance with all covenants set forth in Section 6.10 as of the most recent Test Period (assuming, for purposes of Section 6.10, that such transaction, and all other Permitted Acquisitions consummated since the first day of the relevant Test Period for each of the financial covenants set forth in Section 6.10 ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period), and (B) unless expressly approved by the Administrative Agent, the person or business to be acquired shall have generated positive cash flow for the Test Period most recently ended prior to the date of consummation of such acquisition;

(iii) no Company shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness or other liability (including any material tax or ERISA liability) of the related seller or the business, person or properties acquired, except (A) to the extent permitted under Section 6.01 and (B) obligations not constituting Indebtedness incurred in the ordinary course of business and necessary or desirable to the continued operation of the underlying properties, and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Company hereunder shall be paid in full or released as to the business, persons or properties being so acquired on or before the consummation of such acquisition;

(iv) the person or business to be acquired shall be, or shall be engaged in, a business of the type that U.S. Borrower and its Subsidiaries are permitted to be engaged in under Section 6.15 and the property acquired in connection with any such transaction shall be made subject to the Lien of the Security Documents to the extent required by Section 5.10 and shall be free and clear of any Liens, other than Permitted Collateral Liens;

(v) the Board of Directors of the person to be acquired shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

(vi) all transactions in connection therewith shall be consummated in accordance with all applicable laws of all applicable Governmental Authorities;

(vii) with respect to any transaction involving Acquisition Consideration of more than $10.0 million, unless the Administrative Agent shall otherwise agree, U.S. Borrower shall have provided the Administrative Agent and the Lenders with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available and, in the case of a transaction involving Acquisition Consideration of more than $25.0 million, if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) reasonably detailed projections for the succeeding five years pertaining to the person or business to be acquired and updated projections for U.S. Borrower after giving effect to such transaction, (C) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such transaction, and (D) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the Administrative Agent or the Required Lenders; and

(viii) at least 5 Business Days prior to the proposed date of consummation of the transaction, U.S. Borrower shall have delivered to the Agents and the Lenders an Officers’ Certificate certifying that (A) such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance), and (B) such transaction could not reasonably be expected to result in a Material Adverse Effect.

“Permitted Canadian Hedging Agreement” shall have the meaning assigned to such term in the definition of “Canadian Obligations.”

“Permitted Collateral Liens” means (i) Contested Liens (as defined in the Security Agreement), (ii) the Liens described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (m) and (n) of Section 6.02 and (iii) in the case of Mortgaged Property, “Permitted Collateral Liens” shall mean the Liens described in clauses (a), (b), (c), (d), (e), (g), (k) and (n) of Section 6.02; provided, however, upon the Original Closing Date or upon the date of delivery of each additional Mortgage under Section 5.10, 5.11 or 5.13, Permitted Collateral Liens shall mean only those Liens set forth in Schedule B to the applicable Mortgage.

“Permitted Holders” shall mean (1) Sponsor, Caxton Associates, LLC, Caxton-Iseman (Ply Gem) L.P., Frederick J. Iseman, Lee D. Meyer, John Wayne, Shawn Poe, Mark Watson, Bryan Sveinson, David S. McCready, Michael Haley, Robert A. Ferris, Steven M. Lefkowitz, Lynn Morstad, John D. Roach and any other person that is a controlled Affiliate of any of the foregoing and (2) any Related Party of any of the foregoing; provided that in no event shall any operating portfolio company or any holding company for any operating portfolio company (other than U.S. Borrower) be a Permitted Holder.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Parent Debt” shall have the meaning assigned to such term in Section 6.01.

“Permitted Sale and Leaseback Transaction” means one or more Sale and Leaseback Transactions effected as operating leases involving the properties securing the Assumed Debt on the Original Closing Date or involving plants located in Calgary, Alberta or Rocky Mount, Virginia; provided that (i) at the time of and immediately after giving effect to such Permitted Sale and Leaseback Transaction and the application of the proceeds thereof, no Default shall have occurred and be continuing and (ii) the proceeds are used to fund the MW Acquisition.

“Permitted Tax Distributions” shall mean payments, dividends or distributions by U.S. Borrower to Holdings, Super Holdings or Parent or Parent to Holdings or Super Holdings in order to pay consolidated or combined federal, state or local taxes not payable directly by U.S. Borrower or its Subsidiaries which payments by U.S. Borrower are not in excess of the tax liabilities that would have been payable by U.S. Borrower and its Subsidiaries on a stand-alone basis.

“Permitted U.S. Hedging Agreement” shall have the meaning assigned to such term in the definition of “U.S. Obligations.”

“person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership or government, or any agency or political subdivision thereof, in any case, whether acting in a personal, fiduciary or other capacity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any Company could incur liability (including under Section 4069 of ERISA).

“Ply Gem LC Restricted Account” shall mean a restricted deposit account held at the Collateral Agent the amounts in which serve to cash collateralize outstanding Letters of Credit. By its execution of this Agreement, U.S. Borrower consents to and authorizes the establishment and maintenance of such account by the Collateral Agent and pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in, such account and all funds therein. It is understood and agreed that the funds in such account shall be invested only in overnight investments denominated in U.S. dollars.

“PPSA” shall mean the Personal Property Security Act as in effect from time to time (except as otherwise specified) in any applicable Province of Canada.

“Preferred Stock” shall mean, with respect to any person, any and all preferred or preference Equity Interests (however designated) of such person whether now outstanding or issued after the Original Closing Date.

“Preferred Stock Issuance” shall mean the issuance or sale by Super Holdings or any of its Subsidiaries of any Preferred Stock after the Original Closing Date (other than (x) as permitted by Section 6.01 or (y) any Excluded Issuance).

“Premises” shall have the meaning assigned thereto in the applicable Mortgage.

“Pro Forma Basis” shall mean on a basis reasonably satisfactory to the Administrative Agent.

“Pro Forma Cost Savings” shall mean, with respect to any Test Period, the reductions in costs that occurred during the Test Period that are (1) directly attributable to an asset acquisition and calculated on a basis that is consistent with Article 11 of Regulation S-X or (2) implemented, committed to be implemented or the commencement of implementation of which has begun in good faith by the business that was the subject of any such asset acquisition within six months of the date of the asset acquisition and that are supportable and quantifiable by the underlying records of such business, as if, in the case of each of clauses (1) and (2), all such reductions in costs had been effected as of the beginning of such period, decreased by any incremental expenses incurred or to be incurred during the Test Period in order to achieve such reduction in costs.

“Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment.

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however, that (i) such Indebtedness is incurred within one year after such acquisition of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinancing” shall mean the repayment in full, and the termination of any commitment to make extensions of credit in connection with, all of the outstanding indebtedness of Parent or any of its Subsidiaries listed on Schedule 1.01(e).

“Register” shall have the meaning assigned to such term in Section 11.04(c).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reimbursement Obligations” shall mean U.S. Borrower’s obligations under Section 2.18(e) to reimburse LC Disbursements.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Required Lenders” shall mean, at any time, Lenders having Loans, LC Exposure and unused Revolving and Term Loan Commitments representing more than 50% of the sum of all Loans outstanding, LC Exposure and unused Revolving and Term Loan Commitments at such time.

“Requirements of Law” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, ordinances, rules, regulations or similar statutes or case law.

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, clause (i) or (ii) above.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

“Restructuring Expenses” shall mean losses, expenses and charges incurred in connection with restructuring by U.S. Borrower and/or one or more of its Subsidiaries, including in connection with integration of acquired businesses or persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation or consolidation of facilities, including severance, lease termination and other non-ordinary-course, non-operating costs and expenses in connection therewith.

“Revolving Availability Period” shall mean the period from and including the Original Closing Date to but excluding the earlier of (i) the Business Day preceding the Revolving Maturity Date and (ii) the date of termination of the Revolving Commitments.

“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Commitment” shall mean, with respect to each U.S. Lender, the commitment, if any, of such U.S. Lender to make Revolving Loans hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and delivered by such U.S. Lender or by an amendment to this Agreement pursuant to Section 11.02(f), or in the Assignment and Assumption pursuant to which such U.S. Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such U.S. Lender pursuant to Section 11.04. The aggregate amount of the Lenders’ Revolving Commitments as of the Third Amendment Effectiveness Date is $70.0 million.

“Revolving Exposure” shall mean, with respect to any U.S. Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such U.S. Lender, plus the aggregate amount at such time of such Lender’s LC Exposure, plus the aggregate amount at such of such Lender’s Swingline Exposure.

“Revolving Lender” shall mean a U.S. Lender with a Revolving Commitment.

“Revolving Loan” shall mean a Loan made by the U.S. Lenders to U.S. Borrower pursuant to Section 2.01(c). Each Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.

“Revolving Maturity Date” shall mean the date which is five years after the Original Closing Date or, if such date is not a Business Day, the first Business Day thereafter.

“Rollover Equity” shall mean the phantom equity interest of certain existing equityholders of Seller in Holdings valued at $4.3 million on terms and conditions satisfactory to the Administrative Agent in its reasonable judgment.

“Sale and Leaseback Transaction” shall have the meaning assigned to such term in Section 6.03.

“SDN List” shall have the meaning assigned to such term in Section 6.21.

“Second Amendment Effectiveness Date” shall mean August 27, 2004.

“Second Amendment Transaction Documents” shall mean the MW Acquisition Documents, the New Senior Subordinated Note Documents and the Loan Documents.

“Second Amendment Transactions” shall mean, collectively, the transactions to occur on or prior to the Second Amendment Effectiveness Date pursuant to the Second Amendment Transaction Documents, including (a) the consummation of the MW Acquisition; (b) the execution, delivery and performance of those Loan Documents which need to be amended or otherwise modified on the Second Amendment Effectiveness Date to the extent contemplated hereby and the borrowings to occur on the Second Amendment Effectiveness Date hereunder; (c) the MW Refinancing; (d) the Supplemental Financing; (e) the issuance of the New Senior Subordinated Notes; (f) the issuance of the Supplemental Rollover Equity; and (g) the payment of all fees and expenses to be paid on or prior to the Second Amendment Effectiveness Date and owing in connection with the foregoing.

“Second Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of August 2004 relating to U.S. Borrower and its subsidiaries.

“Secured Parties” shall mean the U.S. Secured Parties and the Canadian Secured Parties.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Collateral” shall have the meaning assigned to such term in the U.S. Security Agreement or the Canadian Security Agreement, as applicable.

“Security Agreement” shall mean the U.S. Security Agreement or the Canadian Security Agreement, as applicable.

“Security Documents” shall mean the U.S. Security Documents and the Canadian Security Documents.

“Seller” shall have the meaning assigned to such term in the first recital hereto.

“Senior Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Senior Indebtedness on such date to Consolidated EBITDA for the Test Period then most recently ended.

“Senior Subordinated Note Agreement” shall mean any indenture, note purchase agreement or other agreement pursuant to which the Senior Subordinated Notes are issued as in effect on the Original Closing Date and thereafter amended from time to time subject to the requirements of this Agreement.

“Senior Subordinated Note Documents” shall mean the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

“Senior Subordinated Note Guarantees” shall mean the guarantees of Parent and the U.S. Subsidiary Guarantors pursuant to the Senior Subordinated Note Agreement.

“Senior Subordinated Notes” shall mean U.S. Borrower’s 9.0% Senior Subordinated Notes due 2012 issued pursuant to the Senior Subordinated Note Agreement and any registered notes issued by U.S. Borrower in exchange for, and as contemplated by, such notes with substantially identical terms as such notes.

“Sponsor” shall mean Caxton-Iseman Capital, Inc.

“Standby Letter of Credit” shall mean any standby letter of credit or similar instrument issued for the purpose of supporting (a) workers’ compensation liabilities of U.S. Borrower or any of its Subsidiaries, (b) the obligations of third-party insurers of U.S. Borrower or any of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring third-party insurers to obtain such letters of credit, (c) performance, payment, deposit or surety obligations of U.S. Borrower or any of its Subsidiaries if required by law or governmental rule or regulation or in accordance with custom and practice in the industry, (d) Indebtedness of U.S. Borrower or any of its Subsidiaries permitted to be incurred under Section 6.01 or (e) any other purpose not prohibited hereunder and acceptable to the Issuing Bank.

“Statutory Reserves” shall mean for any Interest Period for any Eurodollar Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “Eurodollar liabilities” (as such term is used in Regulation D). Eurodollar Borrowings shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“Subordinated Indebtedness” shall mean Indebtedness of either Borrower or any Guarantor that is by its terms subordinated in right of payment to the Obligations of such Borrower and such Guarantor, as applicable, including the Senior Subordinated Notes and the New Senior Subordinated Notes.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date and (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of U.S. Borrower.

“Subsidiary Guarantor” shall mean each U.S. Subsidiary Guarantor and each Canadian Subsidiary Guarantor.

“Successful Syndication” shall have the meaning given to such term in the Fee Letter.

“Super Holdings” shall mean Ply Gem Prime Holdings, Inc., a Delaware corporation and the direct parent company of Holdings.

“Supplemental Financing” shall mean the contribution of $32,291,379 million by Equity Investors to Holdings in return for Equity Interests in Holdings, and the contribution of such cash by Holdings to Parent in connection with the funding of the MW Acquisition.

“Supplemental Rollover Equity” shall mean the phantom equity interest of certain members of MW’s senior management in Holdings valued at $2,008,621 million on terms and conditions satisfactory to the Administrative Agent in its reasonable judgment.

“Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by Section 4.01(o)(iii) or (b) otherwise acceptable to the Collateral Agent.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17, as the same may be reduced from time to time pursuant to Section 2.07 or Section 2.17. The amount of the Swingline Commitment is $15.0 million as of the Third Amendment Effectiveness Date, but in no event shall exceed the Revolving Commitments.

“Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.17.

“Syndication Agent” shall have the meaning assigned to such term in the preamble hereto.

“Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

“Taxes” shall mean (i) any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by the U.S. Internal Revenue Service or any other taxing authority (whether domestic or foreign and including any federal, state, U.S. possession, county, local, provincial or foreign government or any subdivision or taxing agency thereof), whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing, and (ii) any transferee, successor, joint and several, contractual or other liability (including liability pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. law)) in respect of any item described in clause (i).

“Term Borrowing” shall mean a Borrowing comprised of Term Loans.

“Term Loan Commitments” shall mean the U.S. Term Loan Commitments and the Canadian Term Loan Commitments.

“Term Loan Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.

“Term Loan Maturity Date” shall mean August 15, 2011 or, if such date is not a Business Day, the first Business Day thereafter.

“Term Loan Repayment Date” shall have the meaning assigned to such term in Section 2.09(a).

“Term Loans” shall mean the U.S. Term Loans and the Canadian Term Loans.

“Test Period” shall mean, at any time, the four consecutive fiscal quarters of U.S. Borrower then last ended (in each case taken as one accounting period) for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b).

“Third Amendment Effectiveness Date” shall have the meaning assigned to such term in Section 4.03.

“Third Amendment Perfection Certificate Supplement” shall mean a certificate in the form of Exhibit L-3 (which shall be completed after giving effect to the Alenco Acquisition) or any other form approved by the Collateral Agent.

“Third Amendment Transaction Documents” shall mean the Alenco Acquisition Documents and the Loan Documents.

“Third Amendment Transactions” shall mean, collectively, the transactions to occur on or prior to the Third Amendment Effectiveness Date pursuant to the Third Amendment Transaction Documents, including (a) the consummation of the Alenco Acquisition; (b) the execution, delivery and performance of those Loan Documents which need to be amended or otherwise modified on the Third Amendment Effectiveness Date to the extent contemplated hereby and the borrowings to occur on the Third Amendment Effectiveness Date hereunder; and (c) the payment of all fees and expenses to be paid on or prior to the Third Amendment Effectiveness Date and owing in connection with the foregoing.

“Third Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of February 2006 relating to U.S. Borrower and its subsidiaries.

“Title Company” shall mean any title insurance company as shall be retained by U.S. Borrower and reasonably acceptable to the Administrative Agent.

“Title Policy” shall have the meaning assigned to such term in Section 4.01(o)(iii).

“Total Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the Test Period then most recently ended.

“Transaction Documents” shall mean the Acquisition Documents, the Senior Subordinated Note Documents and the Loan Documents.

“Transactions” shall mean, collectively, the transactions to occur on or prior to the Original Closing Date pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution, delivery and performance of the Loan Documents and the initial borrowings hereunder; (c) the Refinancing; (d) the Equity Financing; (e) the issuance of the Senior Subordinated Notes; (f) the issuance of the Rollover Equity; and (g) the payment of all fees and expenses to be paid on or prior to the Original Closing Date and owing in connection with the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“United States” shall mean the United States of America.

“U.S. Borrower” shall have the meaning assigned to such term in the preamble hereto.

“U.S. Borrowing Request” shall mean a request by U.S. Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1, or such other form as shall be approved by the Administrative Agent.

“U.S. Collateral Account” shall mean a collateral account or sub-account established and maintained by the Collateral Agent for the benefit of the U.S. Secured Parties, in accordance with the provisions of Section 9.01.

“U.S. Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“U.S. Guarantors” shall have the meaning assigned to such term in Section 7.01.

“U.S. Intercompany Note” shall mean a promissory note substantially in the form of Exhibit P-1.

“U.S. Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant to a Lender Addendum that make U.S. Loans or provide Commitments to U.S. Borrower and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption that makes U.S. Loans or provides a Commitment to U.S. Borrower, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term “U.S. Lenders” shall include the Swingline Lender.

“U.S. Loan Parties” shall mean Parent, U.S. Borrower and the U.S. Subsidiary Guarantors.

“U.S. Loans” shall mean all Loans other than the Canadian Term Loans.

“U.S. Mortgaged Property” shall mean the Mortgaged Properties owned or leased by the U.S. Loan Parties.

“U.S. Obligations” shall mean (a) obligations of U.S. Borrower and the other U.S. Loan Parties from time to time arising (including by way of Article VII) under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the U.S. Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by U.S. Borrower and the other U.S. Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of U.S. Borrower and the other U.S. Loan Parties under this Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of U.S. Borrower and the other U.S. Loan Parties under or pursuant to this Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all obligations of U.S. Borrower and the other U.S. Loan Parties under each Hedging Agreement relating to either the U.S. Loans or foreign currency exchange rates entered into with any counterparty that was a Lender or an Affiliate of a Lender at the time such Hedging Agreement was entered into (provided that each shall provide that it terminates or expires upon, or prior to, the repayment of all Loans hereunder) (each, a “Permitted U.S. Hedging Agreement”) and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any U.S. Lender, any Affiliate of a U.S. Lender, the Administrative Agent or the Collateral Agent arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds, in each case, with respect to U.S. Loans.

“U.S. Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the U.S. Lenders and each party to a Permitted U.S. Hedging Agreement if such person executes and delivers to the Administrative Agent a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 11.03 and 11.09.

“U.S. Security Agreement” shall mean a Security Agreement substantially in the form of Exhibit M-1 among the U.S. Loan Parties and Collateral Agent for the benefit of the Secured Parties.

“U.S. Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to the U.S. Security Agreement delivered on the Original Closing Date or thereafter pursuant to Section 5.10.

“U.S. Security Documents” shall mean the U.S. Security Agreement, the Mortgages entered into by the U.S. Loan Parties and each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the U.S. Security Agreement, any Mortgage or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the U.S. Security Agreement or any Mortgage and any other document or instrument utilized to pledge as collateral for the Obligations any property.

“U.S. Subsidiaries” shall mean all Subsidiaries of U.S. Borrower other than Canadian Borrower and Canadian Subsidiaries.

“U.S. Subsidiary Guarantor” shall mean each U.S. Subsidiary listed on Schedule 1.01(f), and each other U.S. Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.10.

“U.S. Term Loan” shall mean the term loans made by the U.S. Term Loan Lenders to U.S. Borrower pursuant to Section 2.01(a). Each U.S. Term Loan shall be either an ABR Term Loan or a Eurodollar Term Loan.

“U.S. Term Loan Commitment” shall mean, with respect to each U.S. Term Loan Lender, the commitment, if any, of such U.S. Term Loan Lender to make a U.S. Term Loan hereunder on the Third Amendment Effectiveness Date in the amount set forth on Schedule I to the Lender Addendum executed and delivered by such U.S. Term Loan Lender on the Third Amendment Effectiveness Date. The aggregate amount of the Lenders’ U.S. Term Loan Commitments as of the Third Amendment Effectiveness Date is $375.0 million.

“U.S. Term Loan Lender” shall mean each U.S. Lender that has a U.S. Term Loan Commitment or is the holder of a U.S. Term Loan.

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02 Classification of Loans and Borrowings

. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing,” “Borrowing of Canadian Term Loans”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03 Terms Generally

. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise indicated.

SECTION 1.04 Accounting Terms; GAAP

. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect on the Third Amendment Effectiveness Date unless otherwise agreed to by U.S. Borrower and the Required Lenders.

SECTION 1.05 Resolution of Drafting Ambiguities

. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II

THE CREDITS

SECTION 2.01 Commitments

. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly:

(a) to make a U.S. Term Loan to U.S. Borrower on the Third Amendment Effectiveness Date in the principal amount not to exceed its U.S. Term Loan Commitment on the Third Amendment Effectiveness Date; and

(b) to make a Canadian Term Loan to Canadian Borrower on the Third Amendment Effectiveness Date in the principal amount not to exceed its Canadian Term Loan Commitment on the Third Amendment Effectiveness Date; and

(c) to make Revolving Loans to U.S. Borrower, at any time and from time to time on or after the Original Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.

Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, conditions and limitations set forth herein, U.S. Borrower may borrow, pay or prepay and reborrow Revolving Loans.

SECTION 2.02 Loans

(a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $2.5 million or (ii) equal to the remaining available balance of the applicable Commitments.

(b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c) Except with respect to Loans made pursuant to Section 2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 noon, New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by U.S. Borrower in the applicable U.S. Borrowing Request maintained with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(e) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or Term Loan Maturity Date, as applicable.

SECTION 2.03 Borrowing Procedure

. To request a Revolving Borrowing or Term Borrowing, the applicable Borrower shall deliver, by hand delivery or telecopy, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(a) whether the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term Loans or Canadian Term Loans;

(b) the aggregate amount of such Borrowing;

(d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Third Amendment Effectiveness Date, the Interest Period for any Term Loans shall be seven days;

(f) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and

(g) that the conditions set forth in Sections 4.02(b) through (d) have been satisfied as of the date of the notice.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration (subject to the proviso in clause (e) above). Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Evidence of Debt; Repayment of Loans

(a) U.S. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each U.S. Term Loan Lender, the principal amount of each U.S. Term Loan of such U.S. Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, U.S. Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.

(b) Canadian Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Canadian Term Loan Lender, the principal amount of each Canadian Term Loan of such Canadian Term Loan Lender as provided in Section 2.09.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(d) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e) The entries made in the accounts maintained pursuant to paragraphs (c) and (d) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with their terms.

(f) Any Lender by written notice to the applicable Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit K-I, K-2, K-3 or K-4, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.05 Fees

(a) Commitment Fee. Each Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”) equal to the Applicable Fee per annum on the average daily unused amount of each Commitment of such Lender to such Borrower during the period from and including the Original Closing Date to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Original Closing Date, and (B) on the date on which such Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b) Administrative Agent Fees. U.S. Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter or such other fees payable in the amounts and at the times separately agreed upon between U.S. Borrower and the Administrative Agent (the “Administrative Agent Fees”).

(c) LC and Fronting Fees. U.S. Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the later of the Original Closing Date and the date on which such fee was last paid to and including the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the later of the Original Closing Date and the date on which such fee was last paid to and including the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that U.S. Borrower shall pay the Fronting Fees directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06 Interest on Loans

(a) Subject to the provisions of Section 2.06(c), the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

(b) Subject to the provisions of Section 2.06(c), the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by either Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal and premium, if any, of or interest on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in Section 2.06(a) (in either case, the “Default Rate”).

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or a Swingline Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

(f) For purposes of the Interest Act (Canada), whenever interest payable pursuant to this Agreement is calculated with respect to any monetary Obligation relating to the Canadian Term Loans on the basis of a period other than a calendar year (the “Calculation Period”), each rate of interest determined pursuant to such calculation expressed as an annual rate is equivalent to such rate as so determined, multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in the Calculation Period.

(g) The principle of deemed reinvestment of interest with respect to any monetary Obligation relating to the Canadian Term Loans shall not apply to any interest calculation under this Agreement.

(h) The rates of interest with respect to any monetary Obligation relating to the Canadian Term Loans stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

SECTION 2.07 Termination and Reduction of Commitments

(a) The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Third Amendment Effectiveness Date. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date.

(b) At its option, the applicable Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments.

(c) The applicable Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

(d) The LC Commitment shall automatically be reduced on a dollar for dollar basis by the face amount of letters of credit terminated in connection with any Permitted Sale and Leaseback Transaction one Business Day after the receipt of such proceeds; provided that the LC Commitment shall not be reduced below $20.0 million pursuant to this Section 2.07(d).

SECTION 2.08 Interest Elections

(a) Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, the Borrowers shall not be entitled to request any conversion or continuation that, if made, would result in more than ten Eurodollar Borrowings outstanding hereunder at any one time. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. Any interest or conversion election pursuant to this Agreement does not constitute a new Borrowing but simply an adjustment of the basis on which interest payable to the applicable Lenders will be calculated.

(b) To make an election pursuant to this Section, the applicable Borrower shall deliver, by hand delivery or telecopy, a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing or Term Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request shall be irrevocable.

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”; provided that until the earlier of (x) the date on which the Syndication Agent shall have notified U.S. Borrower that a Successful Syndication has been achieved and (y) 60 days after the Third Amendment Effectiveness Date, the Interest Period for Term Loans shall be seven days.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration (subject to the proviso in clause (iv) above).

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If an Interest Election Request with respect to a Eurodollar Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to U.S. Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09 Amortization of Term Borrowings

(a) U.S. Borrower shall pay to the Administrative Agent, for the account of the U.S. Term Loan Lenders, on the dates set forth on Annex II, or if any such date is not a Business Day, on the immediately preceding Business Day (each such date, a “Term Loan Repayment Date”), a principal amount of the U.S. Term Loans equal to the amount set forth on Annex II for such date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) Canadian Borrower shall pay to the Administrative Agent, for the account of the Canadian Term Loan Lenders, on the Term Loan Repayment Dates, a principal amount of the Canadian Term Loans equal to the amount set forth on Annex II for such date (as adjusted from time to time pursuant to Section 2.10(h)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

SECTION 2.10 Optional and Mandatory Prepayments of Loans and Mandatory Offers to Redeem.

(a) Optional Prepayments. Each Borrower shall have the right at any time and from time to time to prepay any Borrowing made by such Borrower, in whole or in part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $2.5 million.

(b) Revolving Loan Prepayments.

(i) In the event of the termination of all the Revolving Commitments, U.S. Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit or cash collateralize all outstanding Letter of Credit in accordance with the procedures set forth in Section 2.18(i).

(ii) In the event of any partial reduction of the Revolving Commitments, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify U.S. Borrower and the Revolving Lenders of the sum of the Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then U.S. Borrower shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Borrowings and third, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(iii) In the event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving Commitments then in effect, U.S. Borrower shall, without notice or demand, immediately first, repay or prepay Revolving Borrowings, and second, replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, U.S. Borrower shall, without notice or demand, immediately replace outstanding Letters of Credit or cash collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.

(c) Asset Sales. (I) Not later than three Business Days following the receipt of any Net Cash Proceeds from an Asset Sale pursuant to Section 6.06(h), U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to such Offer to Redeem in accordance with Sections 2.10(h), (i) and (j); provided that in the case of an Asset Sale pursuant to Section 6.06(h)(X) (i) notwithstanding anything to the contrary in Section 2.10(h) such amount shall first be applied to redeem the Canadian Term Loans and the Obligations related thereto on behalf of the Canadian Borrower and (ii) any such amount remaining after the redemption in full of the Canadian Term Loans and the Obligations related thereto shall be applied in accordance with Section 2.10(c)(II).

(II) Not later than three Business Days following the receipt of any Net Cash Proceeds of any Asset Sale (other than a Permitted Sale and Leaseback Transaction or an Asset Sale pursuant to Section 6.06(h)) by Parent, U.S. Borrower or any U.S. Subsidiary, U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); and not later than one Business Day following the receipt of any Net Cash Proceeds of any Asset Sale (other than a Permitted Sale and Leaseback Transaction) by Canadian Borrower or any Canadian Subsidiary, the Borrowers shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); provided, in each case, that:

(i) so long as no Default shall then exist or would arise therefrom, no such Offer to Redeem shall be required under this Section 2.10(c)(II)(i) with respect to (A) any Asset Sale permitted by Section 6.06(a), (B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in no more than $500,000 in Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less than $3.0 million in Net Cash Proceeds in any fiscal year; provided that clause (C) shall not apply in the case of any Asset Sale described in clause (b) of the definition thereof or to an Asset Sale pursuant to Section 6.06(h); and

(ii) so long as no Default shall then exist or would arise therefrom and the aggregate of Net Cash Proceeds of Asset Sales shall not exceed $30.0 million in any fiscal year of U.S. Borrower (not including for purposes of this limit only, Net Cash Proceeds of Permitted Sale and Leaseback Transactions or an Asset Sale pursuant to Section 6.06(h)), no Offer to Redeem shall be required on such date to the extent that (A) U.S. Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets within 365 days following the date of such Asset Sale (which Officers’ Certificate shall set forth the estimates of the proceeds to be so expended); and (B) all Net Cash Proceeds in respect of all Asset Sales (other than those referred to in clause (C) of Section 2.10(c)(II)(i)) in excess of $15.0 million in the aggregate at any time shall be held in the applicable Collateral Account and released therefrom only in accordance with the provisions of Article IX; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 365-day period, such unused portion shall be applied to make an Offer to Redeem on the last day of such period as provided in this Section 2.10(c)(II); and provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11.

(d) Debt Issuance. Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by Parent, U.S. Borrower or any of its U.S. Subsidiaries, U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j). Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by Canadian Borrower or any Canadian Subsidiary, the Borrowers, shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h) , (i) and (j).

(e) Equity Issuance or Preferred Stock Issuance. Not later than one Business Day following the receipt of any Net Cash Proceeds of any Equity Issuance, U.S. Borrower shall apply an amount equal to 50% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i). Not later than one Business Day following the receipt of any Net Cash Proceeds of any Preferred Stock Issuance by Holdings, Parent, Super Holdings, U.S. Borrower or any of its U.S. Subsidiaries, U.S. Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i).

(f) Casualty Events. Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Parent, U.S. Borrower or any of its U.S. Subsidiaries, U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); and not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Canadian Borrower or any Canadian Subsidiary, the Borrowers, shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); provided, in each case, that:

(i) so long as no Default shall then exist or arise therefrom, no Offer to Redeem shall be required on such date to the extent that U.S. Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to invest in other fixed or capital assets, no later than 365 days (or such longer period as may be approved by the Administrative Agent) following the date of receipt of such proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11;

(ii) all Net Cash Proceeds in respect of all Casualty Events in excess of $15.0 million in the aggregate shall be held in the applicable Collateral Account and released therefrom only in accordance with the provisions of Article IX; and

(iii) if any portion of such Net Cash Proceeds shall not be so applied within such 365-day (or longer) period, such unused portion shall be applied to make an Offer to Redeem on the last day of such period as provided in this Section 2.10(f).

(g) Excess Cash Flow. No later than the earlier of (i) 90 days after the end of each Excess Cash Flow Period and (ii) the date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section 5.01(a), U.S. Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount equal to the excess of (x) 50% of Excess Cash Flow for the Excess Cash Flow Period then ended less (y) any voluntary prepayments of Term Loans and any permanent voluntary reductions to the Revolving Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in Debt Service, during such Excess Cash Flow Period; provided that only 25% of Excess Cash Flow for the Excess Cash Flow Period then ended need be applied pursuant to this Section 2.10(g) if the Senior Leverage Ratio is less than 1.5:1.0 as of the end of such Excess Cash Flow Period.

(h) Application of Prepayments and Redemptions.

(i) Prior to any optional (subject to Section 2.10(a)) or mandatory prepayment or redemption pursuant to any Offer to Redeem hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid or redeemed and shall specify such selection in the notice of such prepayment or Offer to Redeem pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h). Subject to Section 2.10(h)(iii), any prepayments or redemptions of Term Loans pursuant to Section 2.10(a), (c), (d), (e), (f) or (g) shall be applied to reduce scheduled prepayments required under Sections 2.09(a) and (b) on a pro rata basis among the prepayments remaining to be made on each Term Loan Repayment Date and shall be applied, in the case of prepayments or redemptions to be made solely by U.S. Borrower, first, to U.S. Term Loans and second if all U.S. Term Loans have been repaid, to Canadian Term Loans on behalf of Canadian Borrower, and, in the case of prepayments or redemptions by the Borrowers, first, by Canadian Borrower to Canadian Term Loans and second, if all Canadian Term Loans have been repaid, by U.S. Borrower to U.S. Term Loans. After application of redemptions and mandatory prepayments described above in this Section 2.10(h) and to the extent there are redemption or mandatory prepayment amounts remaining after such application, the Revolving Commitments shall be permanently reduced ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an aggregate amount equal to such excess, and U.S. Borrower shall comply with Section 2.10(b).

(ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment or redemption of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each such application shall be applied to prepay or redeem Eurodollar Term Loans or Eurodollar Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment or redemption as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid or redeemed and, at the election of the applicable Borrower, the balance of such required prepayment shall be either (A) deposited in the applicable Collateral Account and applied to the prepayment or redemption of Eurodollar Loans on the last day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (ii) at any time while a Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit in either Collateral Account to the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

(iii) Notwithstanding Sections 2.10(e) and 2.10(g), the aggregate amount of all prepayments by the Borrowers with respect to each Canadian Term Loan pursuant to Sections 2.10(e) and 2.10(g) and Section 2.09 as in effect on the Third Amendment Effectiveness Date within the first five years following the Third Amendment Effectiveness Date shall not exceed 25% of the initial principal amount of that Canadian Term Loan, except for payments required as a result of an acceleration of the Obligations of the Borrowers pursuant to Article VIII. For greater certainty and notwithstanding any other provision of this Agreement, the failure of the Borrowers to make any prepayment of the Canadian Term Loans contemplated in Sections 2.10(e) and 2.10(g) or Section 2.09 solely as a consequence of the immediately preceding sentence shall not constitute a Default. Nothing in this Section 2.10(h)(iii) shall affect prepayments of U.S. Loans pursuant to Sections 2.10(e) and 2.10(g) or Section 2.09.

(i) Notice of Prepayment or Offer to Redeem. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment or Offer to Redeem hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment and (iv) in the case of an Offer to Redeem, five Business Days prior to the proposed date of redemption. Each such notice shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such termination is revoked in accordance with Section 2.07. Each such notice shall specify the prepayment or redemption date, the principal amount of each Borrowing or portion thereof to be prepaid or redeemed and, in the case of a mandatory prepayment or Offer to Redeem, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication. Each partial prepayment or Offer to Redeem of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment or Offer to Redeem of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments and Offers to Redeem shall be accompanied by accrued interest to the extent required by Section 2.06. The Administrative Agent shall advise the applicable Borrower if an Offer to Redeem is accepted or declined by the Lenders on the Business Day prior to the proposed redemption date. If an Offer to Redeem is declined all funds that were to be used to redeem Borrowings shall revert to the applicable Borrower.

(j) Mandatory Offers to Redeem. When required by Sections 2.10(c), (d) and (f), each Borrower shall make an offer to redeem Borrowings made by the Borrowers in accordance with the terms of Section 2.10(i), which offer may be accepted or declined by the Lenders in accordance with Section 11.02(e) (an “Offer to Redeem”). If any Offer to Redeem is accepted, all redemptions shall be made in accordance with Section 2.10(h).

SECTION 2.11 Alternate Rate of Interest

. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

(b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give written notice thereof to U.S. Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies U.S. Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to use its commercially reasonable efforts to do promptly after it learns such circumstances cease to exist), (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.12 Increased Costs

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against property of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOR Rate) or the Issuing Bank; or

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition or expense affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such Lender’s or the Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered, it being understood that, to the extent duplicative of the provisions of Section 2.15, this Section 2.12 shall not apply to Taxes.

(b) If any Lender or the Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 shall be delivered to the applicable Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Such Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that neither Borrower shall be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies such Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall not begin earlier than the date of effectiveness of the Change in Law.

SECTION 2.13 Breakage Payments

. In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by a Borrower pursuant to Section 2.16, then, in any such event, such Borrower shall compensate each Lender for the loss (other than lost profit or spread), cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the applicable Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof.

SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs

(a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Section 2.12, 2.13 or 2.15, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 677 Washington Boulevard, Stamford, Connecticut, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise (including by exercise of its rights under Section 9.1 of the Security Agreement), obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by either Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to U.S. Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.

(d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), 2.14(d), 2.17(d), 2.18(d), 2.18(e) or 11.03(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.15 Taxes

(a) Any and all payments by or on account of any obligation of either Borrower hereunder or under any other Loan Document shall be made without setoff, counterclaim or other defense and free and clear of and without deduction or withholding for any and all Indemnified Taxes; provided that if either Borrower or any Secured Party shall be required by law to deduct or pay any Indemnified Taxes from or in respect of such payments, then (i) the sum payable shall be increased as necessary so that after making or allowing for all required deductions and payments (including deductions, withholdings or payments applicable to additional sums payable under this Section 2.15) the Administrative Agent, any Lender or the Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions, withholdings or payments been required, (ii) such Borrower shall make such deductions or withholdings, as are required to be made by it and (iii) such Borrower shall pay the full amount deducted or withheld by it to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, such Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Each Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower hereunder or under any other Loan Document, or otherwise with regard to any Loan Document, (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to either Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes and in any event within 30 days of any such payment being due, by either Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Each Foreign Lender shall deliver to the Borrowers and the Administrative Agent two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit Q and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Foreign Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrowers under this Agreement and the other Loan Documents. Such forms shall be delivered by each Foreign Lender on or before the date it becomes a party to this Agreement. In addition, each Foreign Lender shall deliver such forms within ten (10) Business Days after receipt of a written notification from the Borrowers that any form previously delivered by such Foreign Lender is invalid or is due to expire or to become obsolete. Each Foreign Lender shall promptly notify the Borrowers at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrowers (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Foreign Lender shall not be required to deliver any form pursuant to this paragraph that such Foreign Lender is not legally able to deliver.

(f) If the Administrative Agent or a Lender determines in its reasonable discretion that it is entitled to claim a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.15, it promptly shall notify the applicable Borrower of the availability of such refund claim. Upon receipt of a written request from a Borrower, such Administrative Agent or Lender shall use reasonable efforts to file a timely claim to such taxation authority for such refund, solely at the Borrower’s expense. If the Administrative Agent or a Lender receives a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) or in respect of any Indemnified Taxes or Other Taxes with respect to which a Borrower has paid additional amounts pursuant to this Section 2.15, it shall within 30 days from the date of such receipt pay over the amount of such refund to the applicable Borrower, net of all reasonable out-of-pocket expenses of such Administrative Agent or Lender (as determined in the Administrative Agent’s or Lender’s reasonable discretion) and without interest (other than interest paid by the relevant taxation authority with respect to such refund); provided, however, that (i) each Borrower, upon the request of the Administrative Agent or such Lender (or assignee), agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges (including Taxes) imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender (or assignee) within a reasonable time (not to exceed 20 days) after receipt of written notice that the Administrative Agent or such Lender (or assignee) is required to repay such refund to such Governmental Authority and (ii) such Administrative Agent or Lender shall not be required to make any payment under this Section 2.15(f) if an Event of Default shall have occurred and be continuing. Nothing contained in this Section 2.15(f) shall require the Administrative Agent or any Lender (or assignee) to make available its Tax Returns or any other information which it deems confidential to a Borrower or any other person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to a Borrower the payment of which would place such Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes had never been paid.

(g) The Administrative Agent and each Lender agrees, upon written request from a Borrower, to use reasonable efforts (subject to overall policy considerations of the Administrative Agent or such Lender, as the case may be, and legal and regulatory restrictions) to avoid or minimize any amounts that might otherwise be payable by a Borrower pursuant to this Section 2.15; provided that such effort shall not impose on the Administrative Agent or any Lender any additional costs or any other economic, legal, regulatory or other disadvantage, as determined in the Administrative Agent’s or such Lender’s sole discretion; provided, further, that nothing in this Section 2.15(g) shall affect or postpone any of the obligations of a Borrower or the rights of any Administrative Agent or Lender pursuant to this Section 2.15.

(h) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

SECTION 2.16 Mitigation Obligations; Replacement of Lenders

(a) Mitigation of Obligations. If any Lender requests compensation under Section 2.12, or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers, as applicable, hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses in reasonable detail submitted by such Lender to the Administrative Agent shall be conclusive absent manifest error.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or any Lender is a non-consenting Lender under Section 11.02(c), or if any Lender defaults in its obligation to fund Loans hereunder, then the applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.04), all of its interests, rights and obligations under this Agreement to an assignee selected by such Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and Swingline Lender), which consents shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (assuming for this purpose that the Loans of such Lender were being prepaid) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling a Borrower to require such assignment and delegation cease to apply.

SECTION 2.17 Swingline Loans

(a) Swingline Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to U.S. Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15.0 million or (ii) the sum of the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, U.S. Borrower may borrow, repay and reborrow Swingline Loans.

(b) Swingline Loans. To request a Swingline Loan, U.S. Borrower shall deliver, by hand delivery or telecopy, a duly completed and executed U.S. Borrowing Request to the Administrative Agent and the Swingline Lender, not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan. Each Swingline Loan shall be an ABR Loan. The Swingline Lender shall make each Swingline Loan available to U.S. Borrower by means of a credit to the general deposit account of U.S. Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.18(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. U.S. Borrower shall not request a Swingline Loan if at the time of or immediately after giving effect to the Extension of Credit contemplated by such request a Default has occurred and is continuing or would result therefrom. Swingline Loans shall be made in minimum amounts of $500,000 and integral multiples of $250,000 above such amount.

(c) Prepayment. U.S. Borrower shall have the right at any time and from time to time to repay any Swingline Loan, in whole or in part, upon giving written notice to the Swingline Lender and the Administrative Agent before 12:00 (noon), New York City time, on the proposed date of repayment.

SECTION 2.18 Letters of Credit

(a) General. Subject to the terms and conditions set forth herein, U.S. Borrower may request the Issuing Bank, and the Issuing Bank agrees, to issue Letters of Credit for its own account or the account of a Subsidiary in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Availability Period (provided that U.S. Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary). The Issuing Bank shall have no obligation to issue, and U.S. Borrower shall not request the issuance of, any Letter of Credit at any time if after giving effect to such issuance, the LC Exposure would exceed the LC Commitment or the total Revolving Exposure would exceed the total Revolving Commitments. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by U.S. Borrower to, or entered into by U.S. Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, U.S. Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) an LC Request to the Issuing Bank and the Administrative Agent not later than 11:00 a.m. on the third Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is acceptable to the Issuing Bank).

A request for an initial issuance of a Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank:

(i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(ii) the amount thereof;

(iii) the expiry date thereof (which shall not be later than the close of business on the Letter of Credit Expiration Date);

(iv) the name and address of the beneficiary thereof;

(v) whether the Letter of Credit is to be issued for its own account or for the account of one of its Subsidiaries (provided that U.S. Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of Credit issued for the account of a Subsidiary);

(vi) the documents to be presented by such beneficiary in connection with any drawing thereunder;

(vii) the full text of any certificate to be presented by such beneficiary in connection with any drawing thereunder; and

(viii) such other matters as the Issuing Bank may require.

A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail satisfactory to the Issuing Bank:

(i) the Letter of Credit to be amended, renewed or extended;

(ii) the proposed date of amendment, renewal or extension thereof (which shall be a Business Day);

(iii) the nature of the proposed amendment, renewal or extension; and

(iv) such other matters as the Issuing Bank may require.

If requested by the Issuing Bank, U.S. Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension of each Letter of Credit, U.S. Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed the LC Commitment, (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments and (iii) the conditions set forth in Article IV in respect of such issuance, amendment, renewal or extension shall have been satisfied. Unless the Issuing Bank shall agree otherwise, no Letter of Credit shall be in an initial amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a Standby Letter of Credit, or is to be denominated in a currency other than Dollars.

(c) Expiration Date. (i) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which is no later than one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension thereof, no later than one year after such renewal or extension) and (y) the Letter of Credit Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that is no later than 180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of any renewal or extension thereof, no later than 180 days after such renewal or extension) and (y) the Letter of Credit Expiration Date.

(ii) If U.S. Borrower so requests in any LC Request, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Bank, U.S. Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the Letter of Credit Expiration Date; provided that the Issuing Bank shall not permit any such renewal if (x) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.18(l) or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this paragraph, from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 are not then satisfied

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by U.S. Borrower on the date due as provided in Section 2.18(e), or of any reimbursement payment required to be refunded to U.S. Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default, reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall notify the Revolving Lenders promptly after the issuance, amendment or expiration of any Letter of Credit.

(e) Reimbursement.

(i) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, U.S. Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on the date that such LC Disbursement is made if U.S. Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by U.S. Borrower prior to such time on such date, then not later than 3:00 p.m., New York City time, on the Business Day immediately following the day that U.S. Borrower receives such notice; provided that U.S. Borrower may, subject to the conditions to borrowing set forth herein, request (x) in accordance with Section 2.03 that such payment be financed with ABR Revolving Loans in an equivalent amount and, to the extent so financed, U.S. Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loans or (y) that such payment be satisfied with the proceeds of Term Loans held in the Ply Gem LC Restricted Account.

(ii) If U.S. Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from U.S. Borrower in respect thereof and such Revolving Lender’s Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(c) with respect to Revolving Loans made by such Revolving Lender, and the Administrative Agent will promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from U.S. Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from U.S. Borrower thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Bank, as appropriate.

(iii) If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of such Revolving Lender and U.S. Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of U.S. Borrower, the rate per annum set forth in Section 2.18(h) and (ii) in the case of such Lender, at a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(f) Obligations Absolute. The Reimbursement Obligation of U.S. Borrower as provided in Section 2.18(e) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.18, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of U.S. Borrower hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of U.S. Borrower and its Subsidiaries. None of the Agents, the Lenders, the Issuing Bank or any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to U.S. Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by U.S. Borrower to the extent permitted by applicable law) suffered by U.S. Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly give written notice to the Administrative Agent and U.S. Borrower of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve U.S. Borrower of its Reimbursement Obligation to the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such Reimbursement Obligation set forth in Section 2.18(e)).

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless U.S. Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that U.S. Borrower reimburses such LC Disbursement, at the rate per annum determined pursuant to Section 2.06(a) until the day after U.S. Borrower is notified of such LC Disbursement and thereafter pursuant to Section 2.06(c). Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.18(e) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that U.S. Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, U.S. Borrower shall deposit in the LC Sub-Account, in the name of the Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to U.S. Borrower described in paragraph (g) or (h) of Article VIII. Funds in the LC Sub-Account shall be applied by the Collateral Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of U.S. Borrower under this Agreement. If U.S. Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to U.S. Borrower within three Business Days after all Events of Default have been cured or waived.

(j) Additional Issuing Banks. U.S. Borrower may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an issuing bank under the terms of this Agreement, with the consent of the Administrative Agent (which consent shall not be unreasonable withheld), the Issuing Bank and such Revolving Lender(s). Any Lender designated as an issuing bank pursuant to this paragraph (j) shall be deemed (in addition to being a Revolving Lender) to be the Issuing Bank with respect to Letters of Credit issued or to be issued by such Revolving Lender, and all references herein and in the other Loan Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Lender in its capacity as Issuing Bank, as the context shall require.

(k) Resignation or Removal of the Issuing Bank. The Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days’ prior notice to the Lenders, the Administrative Agent and U.S. Borrower. The Issuing Bank may be replaced at any time by written agreement among U.S. Borrower, each Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank or any such additional Issuing Bank. At the time any such resignation or replacement shall become effective, U.S. Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.05(c). From and after the effective date of any such resignation or replacement or addition, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or such addition or to any previous Issuing Bank, or to such successor or such addition and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. If at any time there is more than one Issuing Bank hereunder, U.S. Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit.

(l) Other. The Issuing Bank shall be under no obligation to issue any Letter of Credit if

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Second Amendment Effectiveness Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Second Amendment Effectiveness Date and which the Issuing Bank in good faith deems material to it; or

(ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank.

The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(m) Foreign Currency Letters of Credit. If the Issuing Bank agrees pursuant to the last sentence of Section 2.18(b) to issue a Letter of Credit denominated in a currency other than Dollars, then notwithstanding anything herein to the contrary, with respect to any such Letter of Credit, the related LC Exposure, the related Reimbursement Obligation of U.S. Borrower, any reimbursement obligation of any Revolving Lender pursuant to Section 2.18(e), any other obligation owed by or to any Revolving Lender, and any LC Participation Fee or Fronting Fee owed pursuant to Section 2.05(c) shall be calculated and due solely in Dollars. The exchange rate for conversion into Dollars utilized shall be the Dollar equivalent of the applicable foreign currency as reasonably determined by the Issuing Bank and the Administrative Agent based on the rate at which the Issuing Bank could convert or has converted any such foreign currency into Dollars taking into account all transaction costs. Any such exchange rate shall be updated at intervals reasonably determined by the Issuing Bank and the Administrative Agent.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders (with references to the Companies being references thereto after giving effect to the Third Amendment Transactions, the Second Amendment Transactions and the Transactions unless otherwise expressly stated) that:

SECTION 3.01 Organization; Powers

. Each Company (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There is no existing default under any Organizational Document of any Company or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder.

SECTION 3.02 Authorization; Enforceability

. The Transactions, the Second Amendment Transactions and the Third Amendment Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 No Conflicts

. Except as set forth on Schedule 3.03, the Transactions, the Second Amendment Transactions and the Third Amendment Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company or any law, judgment, decree or order of any Governmental Authority, (c) will not violate or result in a default or require any consent or approval under any indenture, agreement, Organizational Document or other instrument binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents and Permitted Liens.

SECTION 3.04 Financial Statements; Projections

(a) U.S. Borrower has, prior to the Original Closing Date, delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of U.S. Borrower (i) as of and for the fiscal years ended December 31, 2000, December 31, 2001 and December 31, 2002, audited by and accompanied by the unqualified opinion of Ernst & Young, LLP, independent public accountants, and (ii) as of and for the nine-month period ended September 30, 2003 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP and present fairly and accurately, in all material respects, the financial condition and results of operations and cash flows of U.S. Borrower as of the dates and for the periods to which they relate. Except as set forth in such financial statements, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents, the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents.

(b) U.S. Borrower has, prior to the Original Closing Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma consolidated balance sheet and statements of income and cash flows and pro forma EBITDA for the fiscal year ended December 31, 2002, and as of and for the nine-month period ended September 30, 2003 and for the four-quarter period ended September 30, 2003, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the Original Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates.

(c) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders the unaudited consolidated balance sheets and related statements of income and cash flows of each of U.S. Borrower and MW as of and for July 3, 2004 and the comparable six-month period of the preceding fiscal year, in each case, subject to a review in accordance with the standards of the Public Company Accounting Oversight Board performed by Ernst & Young, LLP, the independent registered public accounting firm used by the Companies, and in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements have been prepared in accordance with GAAP and present fairly and accurately, in all material respects, the financial condition and results of operations and cash flows of U.S. Borrower or MW, as applicable, as of the dates and for the periods to which they relate.

(d) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for the fiscal year ended December 31, 2003, and for the six-month period ended July 3, 2004, as well as its pro forma consolidated balance sheet as of July 3, 2004 and pro forma EBITDA for the twelve-month period ended July 3, 2004, in each case after giving effect to the Second Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the Second Amendment Effectiveness Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Second Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Second Amendment Transactions had occurred at such dates.

(e) U.S. Borrower has, prior to the Third Amendment Effectiveness Date, delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Alenco as of and for the fiscal years ended March 28, 2003, April 2, 2004 and April 1, 2005, audited by and accompanied by the unqualified opinion of Grant Thornton, LLP (in the case of the 2005 financials) and Hein & Associates LLP (in the case of the 2004 and 2003 financials), independent public accountants. Such financial statements have been prepared in accordance with GAAP consistently applied and present fairly, in all material respects, the financial position of Alenco as of the dates indicated and the results of operations for the periods then ended.

(f) U.S. Borrower has, prior to the Third Amendment Effectiveness Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for the fiscal year ended December 31, 2005, as well as its pro forma consolidated balance sheet as of December 31, 2005, in each case after giving effect to the Third Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Third Amendment Effectiveness Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Third Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Third Amendment Transactions had occurred at such dates.

(g) The forecasts of financial performance of Parent and its subsidiaries furnished to the Lenders have been prepared in good faith by U.S. Borrower and based on assumptions believed by U.S. Borrower to reasonable.

(h) Since December 31, 2002, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.05 Properties

(a) Each Company has good title to, or valid leasehold interests in, all its property material to its business, free and clear of all Liens except for, in the case of Collateral, Permitted Collateral Liens and, in the case of all other material property, Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted), except to the extent that the failure to be in such condition could not reasonably be expected to result in a Material Adverse Effect, and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted.

(b) Schedule 3.05(b) contains a true and complete list of each interest in Real Property (i) owned by any Company as of the date hereof, and describes the type of interest therein held by such Company and (ii) leased, subleased or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Company and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions, the Second Amendment Transactions or the Third Amendment Transactions.

(c) No Company has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event in excess of $7.5 million affecting all or any portion of its property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such act has been obtained in accordance with Section 5.04.

(d) Each Company owns or has rights to use all of the Collateral and all material rights with respect to any of the foregoing used in, necessary for or material to each Company’s business as currently conducted. The use by each Company of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Company’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(e) The Equipment of each Company is in good repair, working order and condition, reasonable wear and tear excepted. Each Company shall cause the Equipment to be maintained and preserved in good repair, working order and condition, reasonable wear and tear excepted, and shall as quickly as commercially practicable make or cause to be made all repairs, replacements and other improvements which are necessary or appropriate in the conduct of each Company’s business.

SECTION 3.06 Intellectual Property

(a) Ownership/No Claims. Each Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim. To the knowledge of the Loan Parties, the use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Registrations. Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business (including those that are listed in Schedules 14(a) and 14(b) to the Perfection Certificate), on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has taken no affirmative action to authorize or enable any other person to use, any copyright, patent or trademark (as such terms are defined in the U.S. Security Agreement) listed in Schedules 14(a) and 14(b) to the Perfection Certificate and (ii) to the knowledge of the Loan Parties, all issuances and registrations listed in Schedules 14(a) and 14(b) to the Perfection Certificate are valid and in full force and effect.

(c) No Violations or Proceedings. To each Loan Party’s knowledge, on and as of the date hereof, there is no material violation by others of any right of such Loan Party with respect to any copyright, patent or trademark listed in Schedules 14(a) and 14(b) to the Perfection Certificate, respectively, pledged by it under the name of such Loan Party.

SECTION 3.07 Equity Interests and Subsidiaries

(a) Schedule 3.07(a) sets forth a list of (i) all the Subsidiaries of Super Holdings and their jurisdiction of organization as of the Third Amendment Effectiveness Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Third Amendment Effectiveness Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Third Amendment Effectiveness Date. All Equity Interests of each Company owned by Parent and its Subsidiaries are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of U.S. Borrower, are owned by U.S. Borrower, directly or indirectly through Subsidiaries. All Equity Interests of U.S. Borrower are owned directly by Parent (or, after an IPO, the IPO Entity) and, prior to an IPO, all Equity Interests of Parent are owned directly by Holdings and all Equity Interests of Holdings are owned directly by Super Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the U.S. Security Agreement, free of any and all Liens, rights or claims of other persons, except the security interest created by the U.S. Security Agreement and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

(b) No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof.

(c) An accurate organization chart, showing the ownership structure of Parent, U.S. Borrower and each Subsidiary on the Third Amendment Effectiveness Date, and after giving effect to the Third Amendment Transactions, is set forth on Schedule 3.07(c).

SECTION 3.08 Litigation; Compliance with Laws

(a) There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or any of the Transactions, the Second Amendment Transactions or the Third Amendment Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b) Except for matters covered by Section 3.18, no Company or any of its property is in violation of, nor will the continued operation of its property as currently conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Company’s Real Property or is in default with respect to any judgment, writ, injunction, decree, rule or order of any Governmental Authority, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.09 Agreements

(a) No Company is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(b) No Company is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.

(c) Schedule 3.09(c) accurately and completely lists all material agreements (other than leases of Real Property set forth on Schedule 3.05(b)) to which any Company is a party which are in effect on the date hereof in connection with the operation of the business conducted thereby and U.S. Borrower has delivered to the Administrative Agent complete and correct copies of all such material agreements, including any amendments, supplements or modifications with respect thereto, and as of the date hereof all such agreements are in full force and effect.

SECTION 3.10 Federal Reserve Regulations

(a) No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U or X. The pledge of the Securities Collateral pursuant to the Security Agreement does not violate such regulations.

SECTION 3.11 Investment Company Act; Public Utility Holding Company Act

. No Company is (a) an “investment company” or a company “controlled” by a person required to register as an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) a “holding company,” an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company,” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

SECTION 3.12 Use of Proceeds

. The Borrowers will use the proceeds of (a) the Revolving Loans after the Original Closing Date for general corporate purposes, (b) the U.S. Term Loans extended on the Third Amendment Effectiveness Date to effect the Alenco Acquisition and to pay related fees and expenses and to voluntarily repay all U.S. Term Loans under and as defined in the Existing Credit Agreement, (c) the Canadian Term Loans extended on the Third Amendment Effectiveness Date to voluntarily repay all Canadian Term Loans under and as defined in the Existing Credit Agreement, and (d) the Swingline Loans after the Original Closing Date for general corporate purposes.

SECTION 3.13 Taxes

. Each Company has (a) timely filed or caused to be timely filed all federal Tax Returns and all state, local and foreign Tax Returns or materials required to have been filed by it and all such Tax Returns are true and correct in all material respects and (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with GAAP and (ii) which could not, individually or in the aggregate, have a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Each Company is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. No Company has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 3.14 No Material Misstatements

. No information, report, financial statement, certificate, Borrowing Request, LC Request, exhibit or schedule furnished by or on behalf of any Company to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto (including the Confidential Information Memorandum, the Second Confidential Information Memorandum and the Third Confidential Information Memorandum), taken as a whole, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Company represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule.

SECTION 3.15 Labor Matters

. As of the date hereof and the Original Closing Date, there are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of any Company, threatened. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable federal, state, local or foreign law dealing with such matters in any manner which could reasonably be expected to result in a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions, the Second Amendment Transactions and the Third Amendment Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

SECTION 3.16 Solvency

. Immediately after the consummation of the Transactions to occur on the Original Closing Date, immediately after the consummation of the Second Amendment Transactions on the Second Amendment Effectiveness Date, immediately after the consummation of the Third Amendment Transactions on the Third Amendment Effective Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the properties of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following such date or Loan.

SECTION 3.17 Employee Benefit Plans

(a) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Company and its ERISA Affiliates is in compliance with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on any of the property of any Company. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10.0 million the fair market value of the property of all such underfunded Plans. Except as set forth on Schedule 3.17, using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.

(b) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. No Company has incurred any material unpaid obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued.

SECTION 3.18 Environmental Matters

(a) Except as set forth in Schedule 3.18 and except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(i) The Companies and their businesses, operations and Real Property are and in the last six years have been in compliance with, and the Companies have no liability under, Environmental Law;

(ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing;

(iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could result in liability by the Companies under Environmental Law;

(iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened against the Companies, or relating to the Real Property currently or formerly owned, leased or operated by the Companies or relating to the operations of the Companies, and to the knowledge of the Companies, there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Claim;

(v) No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation; and

(vi) No Company is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Real Property or any other location.

(b) Except as set forth in Schedule 3.18:

(i) No Real Property or facility owned, operated or leased by the Companies and, to the knowledge of the Companies, no Real Property or facility formerly owned, operated or leased by the Companies or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum;

(ii) No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or property of the Companies;

(iii) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other Environmental Law; and

(iv) The Companies have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, the Companies concerning compliance with or liability under Environmental Law, including those concerning the existence of Hazardous Material at Real Property or facilities currently or formerly owned, operated, leased or used by the Companies.

SECTION 3.19 Insurance

. Schedule 3.19 sets forth a true, complete and correct description of all insurance maintained by each Company as of the Third Amendment Effectiveness Date. All insurance maintained by the Companies is in full force and effect, all premiums have been duly paid, no Company has received notice of violation or cancellation thereof, the Premises, and the use, occupancy and operation thereof, comply in all material respects with all Insurance Requirements, and there exists no material default under any Insurance Requirement. Each Company has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations.

SECTION 3.20 Security Documents

(a) The U.S. Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the U.S. Security Agreement Collateral and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of the U.S. Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the U.S. Security Agreement), the Liens created by the U.S. Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the U.S. Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the U.S. Security Agreement) and (B) such U.S. Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Collateral Liens.

(c) When the U.S. Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such U.S. Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral (as defined in such Security Agreement) in which a security interest may be perfected under applicable U.S. law, in each case subject to no Liens other than Permitted Collateral Liens.

(d) Each Mortgage granted by a U.S. Loan Party is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of such U.S. Loan Party’s right, title and interest in and to the U.S. Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when such Mortgages are filed in the offices specified on Schedule 1.01(d) (or, in the case of any such Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.10, 5.11 and 5.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.10, 5.11 and 5.13), such Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the U.S. Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage.

(e) Each Mortgage granted by a Canadian Loan Party is effective to create, in favor of the Collateral Agent or its sub-agent, for its benefit and the benefit of the Canadian Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of such Canadian Loan Party’s right, title and interest in and to the Canadian Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, and when such Mortgages are filed in the offices specified on Schedule 1.01(d) (or, in the case of any such Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.10 and 5.11, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.10 and 5.11), such Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Canadian Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage.

(f) Each Security Document delivered pursuant to Sections 5.10, 5.11 and 5.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the applicable Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Collateral Liens.

SECTION 3.21 Acquisition Documents; Representations and Warranties in Acquisition Agreement

(a) Schedule 3.21 lists (i) each exhibit, schedule, annex or other attachment to the Acquisition Agreement and (ii) each agreement, certificate, instrument, letter or other document contemplated by the Acquisition Agreement or any item referred to in clause (i) to be entered into, executed or delivered or to become effective in connection with the Acquisition or otherwise entered into, executed or delivered in connection with the Acquisition. The Lenders have been furnished true and complete copies of each Acquisition Document to the extent executed and delivered on or prior to the Original Closing Date.

(b) All representations and warranties of each Company set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Original Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

SECTION 3.22 Anti-Terrorism Law

(a) No Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

(b) No Loan Party and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

(i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

(c) No Loan Party and, to the knowledge of the Loan Parties, no broker or other agent of any Loan Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

SECTION 3.23 Subordination of Senior Subordinated Notes

. The Obligations are “Senior Debt,” the U.S. Guaranteed Obligations are “Guarantor Senior Debt” and the Obligations and U.S. Guaranteed Obligations are “Designated Senior Debt,” in each case, within the meaning of the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents.

SECTION 3.24 MW Acquisition Documents; Representations and Warranties in MW Acquisition Agreement

(a) Schedule 3.24 lists (i) each exhibit, schedule, annex or other attachment to the MW Acquisition Agreement and (ii) each agreement, certificate, instrument, letter or other document contemplated by the MW Acquisition Agreement or any item referred to in clause (i) to be entered into, executed or delivered or to become effective in connection with the MW Acquisition or otherwise entered into, executed or delivered in connection with the MW Acquisition. The Lenders have been furnished true and complete copies of each MW Acquisition Document to the extent executed and delivered on or prior to the Second Amendment Effectiveness Date.

(b) All representations and warranties of each Company set forth in the MW Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Second Amendment Effectiveness Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

SECTION 3.25 Alenco Acquisition Documents; Representations and Warranties in Alenco Purchase Agreement

(a) Schedule 3.25 lists (i) each exhibit, schedule, annex or other attachment to the Alenco Purchase Agreement and (ii) each agreement, certificate, instrument, letter or other document contemplated by the Alenco Purchase Agreement or any item referred to in clause (i) to be entered into, executed or delivered or to become effective in connection with the Alenco Acquisition or otherwise entered into, executed or delivered in connection with the Alenco Acquisition. The Lenders have been furnished true and complete copies of each Alenco Acquisition Document to the extent executed and delivered on or prior to the Third Amendment Effectiveness Date.

(b) All representations and warranties of each Company set forth in the Alenco Purchase Agreement were true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Third Amendment Effectiveness Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01 Conditions to Initial Credit Extension

. The obligation of each Lender and, if applicable, each Issuing Bank to fund the initial Credit Extension requested to be made by it was subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01.

(a) Loan Documents. All legal matters incident to this Agreement, the Credit Extensions hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent and there shall have been delivered to the Administrative Agent an executed counterpart of each of the Loan Documents and the Perfection Certificate.

(b) Corporate Documents. The Administrative Agent shall have received:

(i) a certificate of the secretary or assistant secretary of each Loan Party dated the Original Closing Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of each Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i));

(ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other applicable Governmental Authority); and

(iii) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request.

(c) Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Original Closing Date and signed by the chief executive officer and the chief financial officer of U.S. Borrower, confirming compliance with the conditions precedent set forth in this Section 4.01 and Sections 4.02(b), (c) and (d).

(d) Financings and Other Transactions, Etc.

(i) The Transactions shall have been consummated or shall be consummated simultaneously on the Original Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Joint Lead Arrangers (such consent not to be unreasonably withheld).

(ii) U.S. Borrower shall have received not less than $225.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders.

(iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents and the Senior Subordinated Notes, except as permitted by the Loan Documents.

(iv) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

(e) Financial Statements, Pro Forma Balance Sheet; Projections. The Lenders shall have received and shall be reasonably satisfied with the form and substance of the financial statements described in Section 3.04(b) and with the forecasts of the financial performance of Parent and its Subsidiaries.

(f) Indebtedness and Minority Interests. After giving effect to the Transactions and the other transactions contemplated hereby, no Company shall have outstanding any Indebtedness or preferred stock other than (i) the Loans and Credit Extensions hereunder, (ii) the Senior Subordinated Notes, (iii) the Indebtedness listed on Schedule 6.01(b), (iv) the Assumed Debt and (v) Indebtedness owed to either Borrower or any Guarantor.

(g) Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Arrangers, the Lenders and the Issuing Bank, a favorable written opinion of (i) Paul Weiss, Rifkind, Wharton & Garrison LLP, special counsel for the Loan Parties, substantially to the effect set forth in Exhibit N-1, (ii) each local counsel listed on Schedule 4.01(g), substantially to the effect set forth in Exhibit N-2, and (iii) Bennett Jones LLP, Canadian counsel for the Loan Parties, substantially to the effect set forth in Exhibit N-3, in each case (A) dated the Original Closing Date and (B) addressed to the Agents, the Issuing Bank and the Lenders, and (iii) a copy of each legal opinion delivered under the other Transaction Documents, accompanied by reliance letters from the party delivering such opinion authorizing the Agents, Lenders and the Issuing Bank to rely thereon as if such opinion were addressed to them.

(h) Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form of Exhibit O, dated the Original Closing Date and signed by the treasurer or the chief financial officer of U.S. Borrower.

(i) Requirements of Law. The Lenders shall be satisfied that Parent, its Subsidiaries and the Transactions shall be in full compliance with all material Requirements of Law, including Regulations T, U and X of the Board, and shall have received reasonably satisfactory evidence of such compliance reasonably requested by them.

(j) Consents. The Lenders shall be reasonably satisfied that all requisite Governmental Authorities and third parties shall have approved or consented to the Transactions, and there shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby.

(k) Litigation. There shall be no litigation, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, actual or threatened, that, singly or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or could materially and adversely affect the ability of Holdings, Parent, U.S. Borrower and their respective Subsidiaries to fully and timely perform their respective obligations under the Transaction Documents, or the ability of the parties to consummate the financings contemplated hereby or the other Transactions.

(l) Sources and Uses. The sources and uses of the Loans shall be as set forth in Section 3.12.

(m) Fees. The Arrangers and the Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Original Closing Date, including reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of Cahill Gordon & Reindel llp, special counsel to the Agents, and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors) required to be reimbursed or paid by either Borrower hereunder or under any other Loan Document.

(n) Personal Property Requirements. The Collateral Agent shall have received:

(i) all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(ii) the Intercompany Note executed by and among Parent and each of its Subsidiaries (other than Canadian Borrower) and the Canadian Intercompany Note executed by and among Canadian Borrower, Parent and each of its Subsidiaries, each accompanied by instruments of transfer undated and endorsed in blank;

(iii) all other certificates, agreements, including control agreements, or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, all Instruments, all Deposit Accounts and all Investment Property of each Loan Party (as each such term is defined in either Security Agreement and to the extent required by either Security Agreement);

(iv) financing statements in appropriate form for filing under the UCC and PPSA, filings with the United States Patent and Trademark Office, and the United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents under the laws of the United States, Canada or any State or Province thereof and, with respect to all UCC financing statements required to be filed pursuant to the Loan Documents, evidence satisfactory to the Administrative Agent that U.S. Borrower has retained, at its sole cost and expense, a service provider acceptable to the Administrative Agent for the tracking of all such financing statements and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof;

(v) certified copies of UCC, PPSA, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any property of any Loan Party is located and the state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Collateral Liens or any other Liens acceptable to the Collateral Agent);

(vi) with respect to each location set forth on Schedule 4.01(n)(vi), a Landlord Access Agreement or Bailee Letter, as applicable; provided that no such Landlord Access Agreement shall be required with respect to any Real Property that could not be obtained after the Loan Party that is the lessee or owner of the inventory or other personal property Collateral stored with the bailee thereof, as applicable, shall have used all commercially reasonable efforts to do so; and

(vii) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

(o) Real Property Requirements. The Collateral Agent shall have received:

(i) a Mortgage, encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the applicable Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Collateral Agent;

(ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;

(iii) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, which fair market value is set forth on Schedule 4.01(o)(iii), which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, separate tax lot revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than Permitted Collateral Liens and exceptions acceptable to the Collateral Agent;

(iv) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above;

(v) evidence reasonably acceptable to the Collateral Agent of payment by U.S. Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above;

(vi) with respect to each Real Property or Mortgaged Property, copies of all Leases in which U.S. Borrower or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be acceptable to the Collateral Agent;

(vii) with respect to each Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Property; and

(viii) Surveys with respect to each Mortgaged Property.

(p) Insurance. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent.

(q) No Material Change. No change shall have occurred since October 4, 2003, and no additional information shall be disclosed to or discovered by the Administrative Agent (including, without limitation, information contained in any review or report required to be provided to it in connection with this Agreement), which the Administrative Agent determines has had or could reasonably be expected to have a material adverse effect on the business, results of operations, condition (financial or otherwise), assets or liabilities of Parent, U.S. Borrower and their respective subsidiaries taken as a whole.

SECTION 4.02 Conditions to All Credit Extensions

. The obligation of each Lender and each Issuing Bank to make any Credit Extension (including the initial Credit Extension and any Credit Extension on the Third Amendment Effectiveness Date) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a) Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.18(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a U.S. Borrowing Request as required by Section 2.17(b).

(b) No Default. The Borrowers and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after giving effect to such Credit Extension and the application of the proceeds thereof, no Default shall have occurred and be continuing on such date.

(c) Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Article III hereof (other than, in the case of the initial Credit Extension and the Credit Extension on the Second Amendment Effectiveness Date and the Third Amendment Effectiveness Date only, Section 3.04(h) or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(d) No Legal Bar. No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.

(e) USA Patriot Act. With respect to Letters of Credit issued for the account of a Subsidiary only, the Lenders shall have received, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, including the information described in Section 11.17.

Each of the delivery of a Borrowing Request or notice requesting the issuance, amendment, extension or renewal of a Letter of Credit and the acceptance by a Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by such Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in this Section 4.02 have been satisfied. Each Borrower shall provide such information (including calculations in reasonable detail of the covenants in Section 6.10) as the Administrative Agent may reasonably request to confirm that the conditions in this Section 4.02 have been satisfied.

SECTION 4.03 Conditions to Effectiveness of the Third Amendment and Restatement

. The effectiveness of this Agreement shall be subject to, and occur upon the date of (the “Third Amendment Effectiveness Date”), the satisfaction of each of the conditions precedent set forth below.

(a) Financings and Other Third Amendment Transactions, Etc. (i) The Third Amendment Transactions shall have been consummated or shall be consummated simultaneously on the Third Amendment Effectiveness Date, in each case in all material respects in accordance with the terms hereof and the terms of the Third Amendment Transaction Documents, without the waiver or amendment of any such terms unless approved by the Joint Lead Arrangers (such approval not to be unreasonably withheld).

(ii) All liens in favor of the existing lenders to Alenco and its Subsidiaries shall be unconditionally released and the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being eliminated; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested, to release and terminate of record the Liens securing such debt.

(b) Indebtedness and Minority Interests. After giving effect to the Third Amendment Transactions and the other transactions contemplated hereby, no Company shall have outstanding any Indebtedness or preferred stock other than (i) the Loans and Credit Extensions hereunder, (ii) the Senior Subordinated Notes, (iii) the New Senior Subordinated Notes, (iv) the Supplemental Financing, (v) Indebtedness permitted under the Existing Credit Agreement and (vi) Indebtedness owed to either Borrower or any Guarantor.

(c) Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Arrangers, the Lenders and the Issuing Bank, (x) a favorable written opinion of (i) Paul Weiss, Rifkind, Wharton & Garrison LLP, special counsel for the Loan Parties, substantially to the effect set forth in Exhibit N-1 modified as appropriate for the Third Amendment Transactions, (ii) each local counsel listed on Schedule 4.01(g), substantially to the effect set forth in Exhibit N-2 modified as appropriate for the Third Amendment Transactions, and (iii) Bennett Jones LLP, Canadian counsel for the Loan Parties substantially to the effect set forth in Exhibit N-3 modified as appropriate for the Third Amendment Transactions, in each case (A) dated the Third Amendment Effectiveness Date and (B) addressed to the Agents, the Issuing Bank and the Lenders, and (y) a copy of each legal opinion delivered under the other Third Amendment Transaction Documents, accompanied by reliance letters from the party delivering such opinion authorizing the Agents, Lenders and the Issuing Bank to rely thereon as if such opinion were addressed to them.

(d) Solvency Certificate. The Administrative Agent shall have received a solvency certificate in the form of Exhibit O, dated the Third Amendment Effectiveness Date and signed by the treasurer or the chief financial officer of U.S. Borrower.

(e) Requirements of Law. The Lenders shall be satisfied that Parent, its Subsidiaries and the Third Amendment Transactions shall be in full compliance with all material Requirements of Law, including Regulations T, U and X of the Board, and shall have received reasonably satisfactory evidence of such compliance reasonably requested by them.

(f) Consents. The Lenders shall be reasonably satisfied that all requisite Governmental Authorities and third parties shall have approved or consented to the Third Amendment Transactions, and there shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Third Amendment Transactions or the other transactions contemplated hereby.

(g) Litigation. There shall be no litigation, public or private, or administrative proceedings, governmental investigation or other legal or regulatory developments, actual or threatened, that, singly or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or could materially and adversely affect the ability of Super Holdings, Holdings, Parent, U.S. Borrower and their respective Subsidiaries to fully and timely perform their respective obligations under the Third Amendment Transaction Documents, or the ability of the parties to consummate the financings contemplated hereby or by the other Third Amendment Transactions.

(h) Sources and Uses. The sources and uses of the Loans shall be as set forth in Section 3.12.

(i) Fees. The Arrangers and the Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Third Amendment Effectiveness Date, including reimbursement or payment of all out-of-pocket expenses (including the reasonable legal fees and expenses of Cahill Gordon & Reindel llp, special counsel to the Agents, and the fees and expenses of any local counsel and foreign counsel) required to be reimbursed or paid by either Borrower hereunder, under any other Loan Document or under the Fee Letter.

(j) Collateral Requirements. (A) The Borrowers shall have complied with Sections 5.10(b) and (c) with respect to the Alenco Acquisition (provided that all actions required to be taken under Sections 5.10(b) and (c) shall have been taken on or prior to the Third Amendment Effectiveness Date without giving effect to the 30-day period referred to in such Sections); (B) the Collateral Agent shall have received financing statements in appropriate form for filing under the UCC and PPSA, filings with the United States Patent and Trademark Office and the United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents under the laws of the United States, Canada or any State or Province thereof; (C) the Collateral Agent shall have received the Third Amendment Perfection Certificate Supplement (together with all schedules thereto); and (D) the Borrowers shall have performed such other lien searches in relevant jurisdictions with respect to Parent and its Subsidiaries as the Collateral Agent may reasonably request.

(k) Insurance. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance satisfactory to the Administrative Agent.

(l) No Material Change. No change shall have occurred since September 30, 2005, and no additional information shall be disclosed to or discovered by the Administrative Agent (including, without limitation, information contained in any review or report required to be provided to it in connection with this Agreement), which the Administrative Agent determines has had or could reasonably be expected to have a material adverse effect on the business, results of operations, condition (financial or otherwise), assets or liabilities of Parent, U.S. Borrower, Alenco and their respective subsidiaries taken as a whole.

(m) Authorization. The Administrative Agent shall have received evidence satisfactory to it that this amendment and restatement shall have been approved by the Required Lenders and the Term Loan Lenders in accordance with the provisions of Section 11.02(b).

(n) Corporate Documents. The Administrative Agent shall have received:

(i) a certificate of the secretary or assistant secretary of each Loan Party dated the Third Amendment Effectiveness Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of each Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i));

(iii) such other documents as the Administrative Agent may reasonably request.

(o) USA Patriot Act. The Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, including the information described in Section 11.17.

(p) Maximum Leverage Ratio. The Total Leverage Ratio of Parent and its subsidiaries (pro forma for the Alenco Acquisition and the Closing Date Credit Extensions hereunder) for the last four-quarter period ending more than 30 days prior to the Closing Date shall not be greater than 5.60x.

(q) Officers’ Certificate. The Administrative Agent shall have received a certificate, dated the Third Amendment Effectiveness Date and signed by the chief executive officer and the chief financial officer of U.S. Borrower, confirming compliance with the conditions precedent set forth in this Section 4.03 and Sections 4.02(b), (c) and (d).

ARTICLE V

AFFIRMATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its Subsidiaries to:

SECTION 5.01 Financial Statements, Reports, etc.

Furnish to the Administrative Agent and each Lender:

(a) Annual Reports. As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Parent would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the consolidated balance sheet of Parent as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Parent, U.S. Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of Ernst & Young LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Parent as of the dates and for the periods specified in accordance with GAAP and (ii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, including a discussion of sales by product category, as compared to the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);

(b) Quarterly Reports. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Parent would be required to file a Form 10-Q under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the consolidated balance sheet of Parent as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Parent, U.S. Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Parent as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, subject to normal year-end audit adjustments and (ii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, including a discussion of sales by product category, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-Q);

(c) Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (ii) concurrently with any delivery of financial statements under Section 5.01 (a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.07(f) and 6.10 (including the aggregate amount of Excluded Issuances for such period and the uses therefor) and, in the case of Section 5.01(a) above, setting forth U.S. Borrower’s calculation of Excess Cash Flow; and (iii) in the case of Section 5.01(a) above, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Parent and its Subsidiaries, which audit was conducted in accordance with GAAP, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

(d) Financial Officer’s Certificate Regarding Collateral. Concurrently with any delivery of financial statements under Section 5.01(a) above, a certificate of a Financial Officer setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Third Amendment Perfection Certificate Supplement or latest Perfection Certificate Supplement;

(e) Public Reports. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Company with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any trustee, agent or other representative therefor), as the case may be;

(f) Management Letters. Promptly after the receipt thereof by any Company, a copy of any final “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

(g) Budgets. No later than 45 days after the first day of each fiscal year of Parent and U.S. Borrower, a budget in form reasonably satisfactory to the Administrative Agent (including budgeted statements of income for each of U.S. Borrower’s business units and sources and uses of cash and balance sheets and a projection of sales by product category) prepared by each of Parent and U.S. Borrower, respectively, for each quarter of such fiscal year prepared in summary form, accompanied by the statement of a Financial Officer of each of Parent and U.S. Borrower to the effect that the budget of Parent and U.S. Borrower, respectively, is a reasonable estimate for the period covered thereby and, promptly when available, any significant revisions of such budget;

(h) Organization. Within 90 days after the close of each fiscal year of Parent, Parent shall deliver an accurate organization chart as required by Section 3.07(c), or confirm that there are no changes to Schedule 3.07(c);

(i) Organizational Documents. Promptly provide copies of any Organizational Documents that have been amended or modified in accordance with the terms hereof and deliver a copy of any notice of default given or received by any Company under any Organizational Document within 15 days after such Company gives or receives such notice; and

(j) Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Company, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02 Litigation and Other Notices

. Furnish to the Administrative Agent and each Lender written notice of the following promptly (and, in any event, within three Business Days of any Company becoming aware thereof):

(a) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b) the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document;

(d) the occurrence of a Casualty Event in excess of $5.0 million; and

(e) (i) the incurrence of any material Lien (other than Permitted Collateral Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any other event which could materially affect the value of the Collateral.

SECTION 5.03 Existence; Businesses and Properties

(a) Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05 or Section 6.06 or, in the case of any Subsidiary, where the failure to perform such obligations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; comply with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Leases, Transaction Documents, Second Amendment Transaction Documents and Third Amendment Transaction Documents except, in the case of all such documents other than the Loan Documents, where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain, preserve and protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

SECTION 5.04 Insurance

(a) Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to Mortgaged Properties and other properties material to the business of the Companies against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, including (i) physical hazard insurance on an “all risk” basis, (ii) commercial general liability against claims for bodily injury, death or property damage covering any and all insurable claims, (iii) explosion insurance in respect of any boilers, machinery or similar apparatus constituting Collateral, (iv) business interruption insurance, (v) worker’s compensation insurance and such other insurance as may be required by any Requirement of Law and (vi) such other insurance against risks as the Administrative Agent may from time to time require (such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the Administrative Agent and the Collateral Agent); provided that with respect to physical hazard insurance, neither the Collateral Agent nor the applicable Company shall agree to the adjustment of any claim thereunder without the consent of the other (such consent not to be unreasonably withheld or delayed); provided, further, that no consent of any Company shall be required during an Event of Default.

(b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the applicable Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable, (iii) if reasonably requested by the Collateral Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Collateral Agent.

(c) Notify the Administrative Agent and the Collateral Agent immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.04 is taken out by any Company; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies.

(d) With respect to each U.S. Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time require, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

(e) Deliver to the Administrative Agent and the Collateral Agent and the Lenders a report of a reputable insurance broker with respect to such insurance and such supplemental reports with respect thereto as the Administrative Agent or the Collateral Agent may from time to time reasonably request.

(f) No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

SECTION 5.05 Obligations and Taxes

(a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions.

(b) Timely and correctly file all material Tax Returns required to be filed by it. Withhold, collect and remit all Taxes that it is required to collect, withhold or remit.

(c) U.S. Borrower does not intend to treat the Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event U.S. Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof.

SECTION 5.06 Employee Benefits

. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (x) as soon as possible after, and in any event within 10 days after any Responsible Officer of any Company or any ERISA Affiliates of any Company knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Companies or any of their ERISA Affiliates in an aggregate amount exceeding $1.0 million or the imposition of a Lien, a statement of a Financial Officer of U.S. Borrower setting forth details as to such ERISA Event and the action, if any, that the Companies propose to take with respect thereto, and (y) upon request by the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by any Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request.

SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings

(a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities. Each Company will permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the property of such Company at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors therefor (including independent accountants).

(b) Within 120 days after the close of each fiscal year of the Companies, at the request of the Administrative Agent or Required Lenders, hold a meeting (at a mutually agreeable location and time or, at the option of the Administrative Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of the Companies and the budgets presented for the current fiscal year of the Companies.

SECTION 5.08 Use of Proceeds

. Use the proceeds of the Loans only for the purposes set forth in Section 3.12 and request the issuance of Letters of Credit only for the purposes set forth in the definition of Commercial Letter of Credit or Standby Letter of Credit, as the case may be.

SECTION 5.09 Compliance with Environmental Laws; Environmental Reports

(a) Comply, and cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

(b) If a Default caused by reason of a breach of Section 3.18 or Section 5.09(a) shall have occurred and be continuing for more than 20 days without the Companies commencing activities reasonably likely to cure such Default, at the written request of the Administrative Agent or the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of U.S. Borrower, an environmental assessment report regarding the matters which are the subject of such Default, including, where appropriate, any soil and/or groundwater sampling, prepared by an environmental consulting firm and, in the form and substance, reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them.

(c) Each Loan Party that is an owner of Mortgaged Property shall not install nor permit to be installed in the Mortgaged Property any Hazardous Materials, other than in compliance with applicable Environmental Laws.

SECTION 5.10 Additional Collateral; Additional Guarantors

(a) Subject to this Section 5.10, with respect to any property acquired after the Third Amendment Effectiveness Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other applicable Secured Parties, a Lien on such property subject to no other Liens other than Permitted Collateral Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents against such after-acquired properties.

(b) With respect to any person that is or becomes a U.S. Subsidiary after the Third Amendment Effectiveness Date, promptly (and in any event within 30 days after such person becomes a U.S. Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such U.S. Subsidiary owned by Parent or any of its Subsidiaries, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such U.S. Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) cause such new U.S. Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a U.S. Subsidiary Guarantor and a joinder agreement to the U.S. Security Agreement, substantially in the form annexed thereto or, in the case of a Foreign Subsidiary (other than a Canadian Subsidiary), execute a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the U.S. Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent pursuant to clause (i) of this Section 5.10(b) shall not include any Equity Interests of a Foreign Subsidiary created or acquired after the Third Amendment Effectiveness Date and (2) no Foreign Subsidiary shall be required to take the actions specified in clause (ii) of this Section 5.10(b), if, in the case of either clause (1) or (2), doing so would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger a non de minimis increase in the net income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor provision) of the Code, as reasonably determined by the Administrative Agent; provided that this exception shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 5.10(b).

(c) With respect to any person that is or becomes a Canadian Subsidiary after the Third Amendment Effectiveness Date, promptly (and in any event within 30 days after such person becomes a Canadian Subsidiary) (i) deliver to the Collateral Agent, a pledge agreement in a form reasonably satisfactory to the Collateral Agent, the certificates, if any, representing all of the Equity Interests of such Canadian Subsidiary owned by Canadian Borrower or a Canadian Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Canadian Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) cause such new Subsidiary (A) to execute a Joinder Agreement or such comparable documentation to become a Canadian Subsidiary Guarantor and a joinder agreement to the Canadian Security Agreement, substantially in the form annexed thereto or, in the case of a Subsidiary not organized under the laws of Canada, execute a security agreement compatible with the laws of such Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by such security document to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent.

(e) Promptly grant to the Collateral Agent, within 60 days of the acquisition thereof, a security interest in and Mortgage creating a Lien on (i) each Real Property owned in fee by such Canadian Loan Party as is acquired by such Canadian Loan Party after the Original Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $1.0 million, and (ii) unless the Collateral Agent otherwise consents, each leased Real Property of such Canadian Loan Party which lease individually has a fair market value of at least $1.0 million, in each case, as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Canadian Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy (if available in the relevant jurisdiction), Survey and local counsel opinion (including as to title if a Title Policy is unavailable and otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).

(f) The parties hereto agree that the provisions of this Section 5.10 (other than this Section 5.10(f)) shall not apply to Non-Guarantor Subsidiaries. Either Borrower may designate any of its Subsidiaries acquired or formed after the Third Amendment Effectiveness Date as a Non-Guarantor Subsidiary by written notice to the Administrative Agent; provided, however, that if at any time any Non-Guarantor Subsidiary or group of Non-Guarantor Subsidiaries in the aggregate (other than any Foreign Subsidiary that is not required to take the actions specified in Section 5.10(b)(ii) by operation of the last sentence of Section 5.10(b)) not otherwise subject to Section 5.10(b) has assets with either a book value or fair market value in excess of $2.0 million, then such Borrower shall, and shall cause one or more of such Subsidiaries to, comply with Section 5.10(b) within the time frames set forth therein so that no Non-Guarantor Subsidiary or group of Non-Guarantor Subsidiaries in the aggregate holds property having either a book value or fair market value in excess of $2.0 million.

SECTION 5.11 Security Interests; Further Assurances

SECTION 5.12 Information Regarding Collateral

(a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) or (vi) in the case of tangible personal property in Canada, the Province in which such property is located, unless a PPSA financing statement has already been filed in respect of the Loan Party in the province to which the property is re-located until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.

(b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of U.S. Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

SECTION 5.13 Post-Closing Matters.

(a) The Borrowers shall comply with Sections 5.10(d) and (e) with respect to the Alenco Acquisition; provided that the Administrative Agent may extend in its sole discretion the 60-day period referred to in each such Section.

(b) If at the end of any Business Day there is more than $100,000 in Alenco Holding Corporation’s account at Regions Bank, number 6250004499, then U.S. Borrower will cause the delivery of a Control Agreement reasonably satisfactory to the Collateral Agent with respect to such account within 10 Business Days of such Business Day (subject to extension or waiver by the Collateral Agent in its sole discretion).

(c) U.S. Borrower shall deliver to the Collateral Agent stock certificates evidencing 100% of the issued and outstanding capital stock of AWC Holding Company within three Business Days of the date hereof (subject to extension or waiver by the Collateral Agent in its sole discretion).

(d) Each Loan Party shall deliver to the Administrative Agent evidence of its good standing as of the date hereof in its jurisdiction of incorporation and each Loan Party shall deliver evidence of its good standing as of a date satisfactory to the Collateral Agent in each jurisdiction in which it is qualified as a foreign entity, in each case no later than 5 Business Days after the date hereof (subject to extension or waiver by the Collateral Agent in its sole discretion).

(e) The Loan Parties shall deliver to the Administrative Agent no later than two Business Days after the date hereof (subject to extension or waiver by the Collateral Agent in its sole discretion) a revised Schedule 3.05(b) the only change to which shall be to add a column stating whether the leases, subleases or other instruments described in Section 3.05(b)(ii) require the consent of the landlord thereunder, or other parties thereto, to the Third Amendment Transactions.

ARTICLE VI

NEGATIVE COVENANTS

Each Loan Party warrants, covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, no Loan Party will, nor will they cause or permit any Subsidiaries to:

SECTION 6.01 Indebtedness

. Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except

(a) Indebtedness incurred under this Agreement and the other Loan Documents;

(c) Indebtedness under Hedging Obligations that are designed to protect against fluctuations in interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (a) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(d) Indebtedness permitted by Section 6.04(f);

(e) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $20.0 million at any time outstanding;

(f) Indebtedness incurred by Foreign Subsidiaries in an aggregate amount not to exceed $30.0 million (not including the Canadian Intercompany Note) at any time outstanding;

(g) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed), in an aggregate amount not to exceed $20.0 million at any time outstanding;

(h) Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01;

(i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(j) the Canadian Intercompany Note;

(k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(l) unsecured Indebtedness of any Company in an aggregate amount not to exceed $40.0 million at any time outstanding;

(m) Indebtedness assumed in connection with any Permitted Acquisition, and refinancing or renewals thereof, in an aggregate amount not to exceed $40.0 million at any time outstanding;

(n) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or property of U.S. Borrower or any Subsidiary of U.S. Borrower or Equity Interests of any Subsidiary of U.S. Borrower, other than guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, property or Equity Interests for the purpose of financing any such acquisition; provided that the maximum aggregate liability in respect of all such obligations outstanding under this clause (n) shall at no time exceed (a) in the case of an acquisition, $15.0 million (provided that the amount of such liability shall be deemed to be the amount thereof, if any, reflected on the balance sheet of U.S. Borrower or any Subsidiary (e.g., the amount of such liability shall be deemed to be zero if no amount is reflected on such balance sheet)) and (b) in the case of a disposition, the gross proceeds actually received by U.S. Borrower and its Subsidiaries in connection with such disposition;

(o) Indebtedness incurred in the ordinary course of business under guarantees of Indebtedness of suppliers, licensees, franchisees or customers in an aggregate amount, together with the aggregate amount of Investments made pursuant to Section 6.04(j), not to exceed $10.0 million at any time outstanding; and

(p) unsecured Indebtedness of Parent (“Permitted Parent Debt”) that (A) is not subject to any Guarantee by U.S. Borrower or any of its Subsidiaries, (B) will not mature prior to the date that is 181 days after the Term Loan Maturity Date, (C) has no scheduled amortization, mandatory prepayment events or payments of principal (other than prepayments related to asset sales or a change of control, subject to prior payment of all Obligations), (D) does not permit any payments in cash of interest or other amounts in respect of the principal thereof for at least five (5) years from the date of the issuance or incurrence thereof, and (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those contained in the Senior Subordinated Note Agreement, taken as a whole (other than provisions customary for senior discount notes of a holding company); provided any such Indebtedness shall constitute Permitted Parent Debt only if (i) both before and after giving effect to the issuance or incurrence thereof, no Default or Event of Default shall have occurred and be continuing and the public ratings of the Loans by S&P and Moody’s are not lower than the respective ratings of the Loans by such rating agencies existing on the Third Amendment Effectiveness Date, and (ii) after giving pro forma effect to the issuance or incurrence thereof, the Parent Consolidated Leverage Ratio shall be less than 5.50:1.00 and the Total Leverage Ratio shall be less than 4.00:1.00.

SECTION 6.02 Liens

. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

(a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which (i) are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, (ii) in the case of any such charge or claim which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions and (iii) individually or in the aggregate, could not reasonably expected to have a Material Adverse Effect;

(b) Liens in respect of property of any Company imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole, (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (iii) in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(c) any Lien in existence on the Third Amendment Effectiveness Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A), does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Third Amendment Effectiveness Date and (ii) does not encumber any property other than the property subject thereto on the Original Closing Date (any such Lien, an “Existing Lien”);

(d) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of such Real Property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property;

(e) Liens arising out of judgments, attachments or awards not resulting in a Default and in respect of which such Company shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings and, in the case of any such Lien which has or may become a Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions;

(f) Liens (other than any Lien imposed by ERISA) (x) imposed by law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien, (ii) to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and Cash Equivalents, (iii) in the case of any such Lien against any of the Collateral, such Lien and the contest thereof shall satisfy the Contested Collateral Lien Conditions and (iv) the aggregate amount of deposits at any time pursuant to clause (y) and clause (z) of this paragraph (f) shall not exceed $3.5 million in the aggregate;

(g) Leases of the properties of any Company, in each case entered into in the ordinary course of such Company’s business so long as such Leases are subordinate in all respects to the Liens granted and evidenced by the Security Documents and do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of any Company or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto;

(h) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business;

(i) Liens securing Indebtedness incurred pursuant to Section 6.01(e); provided that any such Liens attach only to the property being financed pursuant to such Indebtedness and do not encumber any other property of any Company;

(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(k) Liens on property of a person existing at the time such person is acquired or merged with or into or consolidated with any Company to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than such existing Lien;

(l) Liens granted pursuant to the Security Documents to secure the Obligations;

(m) licenses of Intellectual Property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies;

(n) the filing of UCC or PPSA financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(o) Liens securing Indebtedness incurred pursuant to Section 6.01(f); provided that (i) such Liens do not extend to, or encumber, property which constitutes Collateral and (ii) such Liens extend only to the property (or Equity Interests) of the Foreign Subsidiary incurring such Indebtedness;

(p) the existence of the “equal and ratable” clause in the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents (but not any security interests granted pursuant thereto); and

(q) Liens incurred in the ordinary course of business of any Company with respect to obligations that do not in the aggregate exceed $7.5 million at any time outstanding, so long as such Liens, to the extent covering any Collateral, are junior to the Liens granted pursuant to the Security Documents;

provided, however, that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the Security Documents.

SECTION 6.03 Sale and Leaseback Transactions

. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”) (other than a Permitted Sale and Leaseback Transaction) unless (i) the sale of such property is permitted by Section 6.06 and (ii) any Liens arising in connection with its use of such property are permitted by Section 6.02.

SECTION 6.04 Investment, Loan and Advances

. Directly or indirectly, lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

(a) the Companies may consummate (i) the Transactions in accordance with the provisions of the Transaction Documents, (ii) the Second Amendment Transactions in accordance with the provisions of the Second Amendment Transaction Documents and (iii) the Third Amendment Transactions in accordance with the provisions of the Third Amendment Transaction Documents;

(b) Investments outstanding on the Third Amendment Effectiveness Date and identified on Schedule 6.04(b);

(c) the Companies may (i) acquire and hold accounts receivables owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make lease, utility and other similar deposits in the ordinary course of business;

(d) Hedging Obligations incurred pursuant to Section 6.01(c);

(e) loans and advances to directors, employees and officers of U.S. Borrower and the Subsidiaries for bona fide business purposes and to purchase Equity Interests of Super Holdings or, if the IPO Entity, Holdings, in aggregate amount not to exceed $7.5 million at any time outstanding;

(f) Investments (i) by Parent, U.S. Borrower or any U.S. Subsidiary Guarantor in U.S. Borrower or any U.S. Subsidiary Guarantor, (ii) by Canadian Borrower or any Canadian Subsidiary Guarantor in Canadian Borrower or any Canadian Subsidiary Guarantor and (iii) by a Subsidiary that is not a Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary Guarantor; provided that any Investment in the form of a loan or advance by or in a Loan Party shall be evidenced by an Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents;

(g) Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(h) Investments made by U.S. Borrower or any Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with Section 6.06;

(i) (x) Investments in Foreign Subsidiaries in an aggregate amount not to exceed $20.0 million at any time outstanding, after taking into account amounts returned in cash (including upon disposition) and (y) Investments in Foreign Subsidiaries with the proceeds of Excluded Issuances to the extent such proceeds have not been utilized for any other purpose; provided that any such Investment made in the form of a loan or advance shall be evidenced by an Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents;

(j) loans and advances to suppliers, licensees, franchisees or customers of U.S. Borrower or any of its Subsidiaries made in the ordinary course of business in an aggregate amount, together with the aggregate amount of Indebtedness incurred pursuant to Section 6.01(o), not to exceed $10.0 million at any time outstanding;

(k) Investments in Subsidiaries as a result of the consummation of Permitted Acquisitions;

(l) Guarantees of Indebtedness not prohibited by Section 6.01; and

(m) other investments in an aggregate amount not to exceed $30.0 million at any time outstanding.

SECTION 6.05 Mergers and Consolidations

. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a) Asset Sales in compliance with Section 6.06;

(b) acquisitions in compliance with Section 6.07;

(c) (x) any Company (other than Canadian Borrower or any Canadian Subsidiaries) may merge or consolidate with or into U.S. Borrower or any U.S. Subsidiary Guarantor (as long as U.S. Borrower or a U.S. Subsidiary Guarantor is the surviving person in such merger or consolidation and remains a Wholly Owned Subsidiary of Parent); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable and (y) any Non-Guarantor Subsidiary may transfer property or lease to or acquire or lease property from any Non-Guarantor Subsidiary or may be merged into any other Non-Guarantor Subsidiary; and

(d) Canadian Borrower or any Canadian Subsidiaries may merge or consolidate with or into Canadian Borrower or any Canadian Subsidiary Guarantor (as long as Canadian Borrower or a Canadian Subsidiary Guarantor is the surviving person in such merger or consolidation and remains a Wholly Owned Subsidiary of Parent); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; and

(e) any Subsidiary (other than Canadian Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and

(f) Holdings or Super Holdings may merge with or into or consolidate with or into Parent in connection with any IPO, as long as the surviving person assumes all of the obligations of Parent under the Loan Documents and no Default shall have occurred and be continuing.

To the extent the Required Lenders waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions they deem appropriate in order to effect the foregoing.

SECTION 6.06 Asset Sales

. Effect any Asset Sale, or agree to effect any Asset Sale, except that the following shall be permitted subject to Section 2.10(c):

(a) disposition of used, worn out, obsolete or surplus property by any Loan Party in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of U.S. Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole;

(b) Asset Sales (other than Asset Sales of Equity Interests in Canadian Borrower); provided that the aggregate consideration received in respect of all Asset Sales pursuant to this clause (b) shall not exceed $50.0 million in any four consecutive fiscal quarters of U.S. Borrower;

(c) leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;

(d) the Transactions as contemplated by the Transaction Documents, the Second Amendment Transactions as contemplated by the Second Amendment Transaction Documents and the Third Amendment Transactions as contemplated by the Third Amendment Transaction Documents;

(e) mergers and consolidations in compliance with Section 6.05;

(f) Investments in compliance with Section 6.04;

(g) Permitted Sale and Leaseback Transactions;

(h) the sale of (X) (i) all, but not less than all, of the Equity Interests in Canadian Borrower or (ii) all or substantially all of the assets of Canadian Borrower; provided that, in the case of (ii), the sale yields Net Cash Proceeds that would be sufficient to redeem all Canadian Term Loans and Obligations related thereto, (Y) all, but not less than all, of the Equity Interests in, or all or substantially all of the assets of, Kroy Building Products, Inc. or (Z) all, but not less than all, of the Equity Interests in, or all or substantially all of the assets of, Great Lakes Window, Inc. and/or Napco Window Systems, Inc.;

(i) U.S. Borrower and the Subsidiaries may sell Cash Equivalents in the ordinary course of business;

(j) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; and

(k) within 365 days after the consummation of a Permitted Acquisition, the sale, transfer or disposition for cash, and for fair market value, of assets acquired in connection with such Permitted Acquisition and not required in the operation of the business of U.S. Borrower or any of the Subsidiaries.

To the extent the Required Lenders waive the provisions of this Section 6.06 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.06, such Collateral (unless sold to a Company) shall be sold free and clear of the Liens created by the Security Documents, and the Agents shall take all actions they deem appropriate in order to effect the foregoing.

SECTION 6.07 Acquisitions

. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property (whether tangible or intangible) of any person (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

(a) Capital Expenditures by U.S. Borrower and the Subsidiaries shall be permitted to the extent permitted by Section 6.10(c);

(b) purchases and other acquisitions of inventory, materials, equipment and intangible property in the ordinary course of business;

(d) leases of real or personal property in the ordinary course of business and in accordance with the applicable Security Documents;

(e) the Transactions as contemplated by the Transaction Documents, the Second Amendment Transactions as contemplated by the Second Amendment Transaction Documents and the Third Amendment Transactions as contemplated by the Third Amendment Transaction Documents;

(f) Permitted Acquisitions; and

(g) mergers and consolidations in compliance with Section 6.05;

provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable.

SECTION 6.08 Dividends

. Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Company, except that the following shall be permitted:

(a) Dividends by any Company to U.S. Borrower, Canadian Borrower or any Subsidiary of U.S. Borrower and to minority equityholders of any Subsidiary paid ratably;

(b) payments by U.S. Borrower or by Parent to permit Holdings, Super Holdings or Parent, and which are used by Holdings, Super Holdings or Parent, to redeem Equity Interests of U.S. Borrower, Holdings, Super Holdings or Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed the sum of (A) $10.0 million during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (B) the amount of any Net Cash Proceeds received by or contributed to U.S. Borrower from the issuance and sale after the Original Closing Date of Qualified Capital Stock of Parent, Holdings, Super Holdings or U.S. Borrower to its officers, directors or employees that have not been applied to the payment of Dividends pursuant to this clause (b), plus (C) the Net Cash Proceeds of any “key-man” life insurance policies that have not been applied to the payment of Dividends pursuant to this clause (b);

(c) (A) to the extent actually used by Parent, Holdings and Super Holdings to pay such taxes, costs and expenses, payments by U.S. Borrower to or on behalf of Parent, Holdings and Super Holdings in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of Parent, Holdings and Super Holdings and (B) payments by U.S. Borrower to or on behalf of Parent, Holdings and Super Holdings in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead of Parent, Holdings and Super Holdings in the case of clauses (A) and (B) in an aggregate amount not to exceed $750,000 in any fiscal year;

(d) Permitted Tax Distributions by U.S. Borrower to Parent, Holdings or Super Holdings, so long as Parent, Holdings or Super Holdings uses such distributions to pay its taxes;

(e) distributions of the proceeds of any Permitted Parent Debt to Holdings; and

(f) distributions to Parent in order to enable Parent, Holdings or Super Holdings to pay, and which are used by Parent, Holdings or Super Holdings to pay, customary and reasonable costs and expenses of an offering of securities of Parent, Holdings or Super Holdings that is not consummated.

SECTION 6.09 Transactions with Affiliates

. Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Company (other than between or among U.S. Borrower and one or more U.S. Subsidiary Guarantors or between or among Canadian Borrower and one or more Canadian Subsidiary Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a) Dividends permitted by Section 6.08;

(b) Investments permitted by Sections 6.04(e), (f), (i) and, to the extent such Investments are in Subsidiaries, (m);

(c) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification, compensation, employment and severance agreements, in each case approved by the Board of Directors;

(d) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Loan Documents;

(e) so long as no Default exists, the payment of regular management fees and transaction fees payable upon acquisitions, divestitures and the sale of Parent, to Sponsor in the amounts and at the times specified in the Advisory Services Agreement, as in effect on the Original Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Original Closing Date;

(f) sales or issuances of Qualified Capital Stock to Affiliates of U.S. Borrower not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith;

(g) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock;

(h) the Transactions as contemplated by the Transaction Documents, the Second Amendment Transactions as contemplated by the Second Amendment Transaction Documents and the Third Amendment Transactions as contemplated by the Third Amendment Transaction Documents;

(i) the entering into of a tax sharing agreement, or payments pursuant thereto, between U.S. Borrower and/or one or more Subsidiaries, on the one hand, and any other person with which U.S. Borrower or such Subsidiaries are required or permitted to file a consolidated tax return or with which U.S. Borrower or such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by U.S. Borrower and its Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;

(j) entering into an agreement that provides registration rights to the shareholders of U.S. Borrower, Holdings, Super Holdings or Parent or amending any such agreement with shareholders of U.S. Borrower, Holdings, Super Holdings or Parent and the performance of such agreements;

(k) any transaction with a joint venture or similar entity which would constitute a transaction with an Affiliate solely because U.S. Borrower or any of its Subsidiaries owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of U.S. Borrower or any of its Subsidiaries other than U.S. Borrower or any Subsidiary of U.S. Borrower shall have a beneficial interest in such joint venture or similar entity;

(l) any merger, consolidation or reorganization of U.S. Borrower with an Affiliate, solely for the purposes of (a) reorganizing to facilitate an IPO of securities of U.S. Borrower, Holdings, Super Holdings, Parent or other holding company, (b) forming a holding company or (c) reincorporating U.S. Borrower in a new jurisdiction;

(m) sales of inventory between or among U.S. Borrower and/or one or more of its Subsidiaries in the ordinary course of business; and

(n) (i) any agreement in effect on the Third Amendment Effectiveness Date listed on Schedule 6.09(n), as in effect on the Third Amendment Effectiveness Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Third Amendment Effectiveness Date or (ii) any transaction pursuant to any agreement referred to in the immediately preceding clause (i).

SECTION 6.10 Financial Covenants.

(a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, at any date during any period set forth in the table below, to exceed the ratio set forth opposite such period in the table below:

Test Period	Leverage Ratio
Closing Date - June 30, 2007		6.50 to 1.0
July 1, 2007 - September 29, 2007		6.40 to 1.0
September 30, 2007 - March 29, 2008		6.30 to 1.0
March 30, 2008 - June 28, 2008		6.20 to 1.0
June 29, 2008 - September 27, 2008		6.00 to 1.0
September 28, 2008 - April 4, 2009		5.85 to 1.0
April 5, 2009 - July 4, 2009		5.75 to 1.0
July 5, 2009 - October 3, 2009		5.50 to 1.0
October 4, 2009 - April 3, 2010		5.25 to 1.0
April 4, 2010 - July 3, 2010		5.00 to 1.0
July 4, 2010 and thereafter		4.75 to 1.0

(b) Minimum Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio, for any Test Period ending during any period set forth in the table below, to be less than the ratio se

Test Period	Interest Coverage Ratio
Closing Date - December 31, 2006		1.50 to 1.0
January 1, 2007 - September 29, 2007		1.60 to 1.0
September 30, 2007 - June 28, 2008		1.70 to 1.0
June 29, 2008 - April 4, 2009		1.75 to 1.0
April 5, 2009 - October 3, 2009		1.80 to 1.0
October 4, 2009 - April 3, 2010		1.85 to 1.0
April 4, 2010 and thereafter		1.90 to 1.0

(c) Limitation on Capital Expenditures. Permit the aggregate amount of Capital Expenditures made in any period set forth below, to exceed the amount set forth opposite such period below:

Test Period		Amount
Closing Date --December 31, 2006		$37.5 million
January 1, 2007 - December 31, 2007		$37.5 million
January 1, 2008 - December 31, 2008		$37.5 million
January 1, 2009 - December 31, 2009		$37.5 million
Each calendar year ending after 2009		$37.5 million

; provided, however, that (x) if the aggregate amount of Capital Expenditures made in any fiscal year shall be less than the maximum amount of Capital Expenditures permitted under this Section 6.10(c) for such fiscal year (before giving effect to any carryover), then an amount of such shortfall not exceeding 50% of such maximum amount (without giving effect to clause (z) below) (the “CapEx Carryforward Amount”) may be added to the amount of Capital Expenditures permitted under this Section 6.10(c) for the immediately succeeding (but not any other) fiscal year, (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any carryover) and (z) the amount set forth in the table above for any period may be increased by the amount of Net Cash Proceeds of Excluded Issuances designated for Capital Expenditures for such period during such period.

SECTION 6.11 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.

Directly or indirectly:

(a) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under the Senior Subordinated Notes, the New Senior Subordinated Notes or any other Subordinated Indebtedness, except as otherwise permitted by this Agreement; provided that up to $40.0 million in the aggregate may be used during the term of this Agreement (starting with the Original Closing Date) to optionally redeem Senior Subordinated Notes and New Senior Subordinated Notes so long as (i) no Default or Event of Default has occurred and is continuing at the time of each such redemption or will occur after giving effect to each such redemption, (ii) after giving effect to each such redemption the excess of the Revolving Commitments over the sum of all Lenders’ Revolving Exposures is at least $25.0 million, (iii) in connection with each such redemption, after giving effect on Pro Forma Basis to such redemption and the hypothetical incurrence of an additional $25.0 million of Revolving Loans the covenants in Sections 6.10(a) and 6.10(b) would be satisfied and (iv) in connection with each such redemption the Administrative Agent shall have received an Officers’ Certificate from U.S. Borrower certifying that the conditions set forth in clauses (i), (ii) and (iii) above have been met, showing the calculations related thereto and specifying the amount of Senior Subordinated Notes and New Senior Subordinated Notes redeemed and the aggregate redemption price therefor;

(b) amend or modify, or permit the amendment or modification of, any provision of any Transaction Document, any Second Amendment Transaction Document or any Third Amendment Transaction Document in any manner that is adverse in any material respect to the interests of the Lenders;

(c) terminate, amend, modify (not including electing to treat any Pledged Interests (as defined in the U.S. Security Agreement) as a “security” under Section 8-103 of the UCC so long as it has followed the Collateral Agent’s reasonable requests to ensure the perfection of the Collateral Agent’s security interest in such Pledged Interests) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not adverse in any material respect to the interests of the Lenders; provided that Parent may issue such Equity Interests, so long as such issuance is not prohibited by Section 6.13 or any other provision of this Agreement, and may amend its Organizational Documents to authorize any such Equity Interests; or

(d) cause or permit any other obligation (other than the Obligations and the Guaranteed Obligations) to constitute Designated Senior Debt (as defined in the Senior Subordinated Note Documents or the New Senior Subordinated Note Documents).

Notwithstanding the foregoing, the MW Refinancing shall not be prohibited by this Section 6.11.

SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries

. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by U.S. Borrower or any Subsidiary, or pay any Indebtedness owed to U.S. Borrower or a Subsidiary, (b) make loans or advances to U.S. Borrower or any Subsidiary or (c) transfer any of its properties to U.S. Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents as in effect on the Original Closing Date or the New Senior Subordinated Note Documents as in effect on the Second Amendment Effectiveness Date; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (v) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vi) any Lien permitted by Section 6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale; (viii) any agreement applicable to such Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of U.S. Borrower; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sales and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person; (x) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (xii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity; (xiii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clauses (iii), (viii) or (xi) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; or (xiv) encumbrances or restrictions contained in Indebtedness of Foreign Subsidiaries, or municipal loan or related agreements entered into in connection with the incurrence of industrial or economic revenue bonds, permitted to be incurred under this Agreement; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not, in the good faith judgment of the Board of Directors of U.S. Borrower, materially impair either Borrower’s ability to make payment on the Obligations when due.

SECTION 6.13 Limitation on Issuance of Capital Stock

(a) With respect to Parent, issue any Equity Interest that is not Qualified Capital Stock.

(b) With respect to U.S. Borrower or any Subsidiary, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of U.S. Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of U.S. Borrower formed after the Original Closing Date in accordance with Section 6.14 may issue Equity Interests to U.S. Borrower or the Subsidiary of Borrower which is to own such Equity Interests; and (iii) U.S. Borrower may issue common stock that is Qualified Capital Stock to Parent. All Equity Interests issued in accordance with this Section 6.13(b) shall, to the extent required by Sections 5.10 and 5.11 or any Security Document, be delivered to the Collateral Agent for pledge pursuant to the applicable Security Document.

SECTION 6.14 Limitation on Creation of Subsidiaries

. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, U.S. Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of U.S. Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Sections 6.04(f), (k) or (m) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.10(b) shall be complied with.

SECTION 6.15 Business

(a) With respect to Parent, engage in any business activities or have any properties or liabilities, other than (i) its ownership of the Equity Interests of U.S. Borrower, (ii) obligations under the Loan Documents, the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents and (iii) activities and properties incidental, ancillary or complementary to the foregoing clauses (i) and (ii).

(b) With respect to U.S. Borrower and the Subsidiaries, engage (directly or indirectly) in any business other than those businesses in which U.S. Borrower and its Subsidiaries are engaged on the Third Amendment Effectiveness Date as described in the Third Confidential Information Memorandum (or, in the good faith judgment of the Board of Directors, which are substantially related thereto or are reasonable extensions thereof).

SECTION 6.16 Limitation on Accounting Changes

. Make or permit, any significant change in accounting policies or reporting practices, without the consent of the Administrative Agent, which consent shall not be unreasonably withheld, except changes that are required by GAAP.

SECTION 6.17 Fiscal Year

. Change its fiscal year-end to a date other than December 31.

SECTION 6.18 Lease Obligations

. Create, incur, assume or suffer to exist any obligations as lessee for the rental or hire of real or personal property of any kind under leases or agreements to lease having an original term of one year or more other than (1) such obligations existing on the Third Amendment Effectiveness Date, (2) such obligations acquired in connection with a Permitted Acquisition that are not incurred in anticipation of such Permitted Acquisition and are obligations only of any legal entities acquired in such Permitted Acquisition and (3) with respect to other obligations, created, incurred, assumed or suffered to exist after the Third Amendment Effectiveness Date, such obligations that would cause the direct and contingent liabilities of U.S. Borrower and its Subsidiaries, on a consolidated basis, in respect of all such obligations created, incurred, assumed or suffered to exist after the Third Amendment Effectiveness Date not to exceed the sum of (i) $10.0 million and (ii) amounts payable in respect of leases entered into in connection with Permitted Sale and Leaseback Transactions, payable in any period of 12 consecutive months.

SECTION 6.19 No Further Negative Pledge

. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3) the Senior Subordinated Note Documents as in effect on the Original Closing Date and the New Senior Subordinated Note Documents as in effect on the Second Amendment Effectiveness Date; (4) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations; and (5) any prohibition or limitation that (a) exists pursuant to applicable law, (b) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale, (c) restricts subletting or assignment of any lease governing a leasehold interest of U.S. Borrower or a Subsidiary, (d) exists in any agreement in effect at the time such Subsidiary becomes a Subsidiary of U.S. Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary or (e) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (3) or (5)(e); provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing.

SECTION 6.20 Anti-Terrorism Law; Anti-Money Laundering

(a) Directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.20).

(b) Cause or permit any of the funds of such Loan Party that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of law.

SECTION 6.21 Embargoed Person

. Cause or permit (a) any of the funds or properties of the Loan Parties that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked Persons” (the “SDN List”) maintained by OFAC and/or on any other similar list (“Other List”) maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by law, or the Loans made by the Lenders would be in violation of law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders (collectively, “Executive Orders”), or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the Loan Parties (whether directly or indirectly) is prohibited by law or the Loans are in violation of law.

ARTICLE VII

GUARANTEE

SECTION 7.01 The Guarantee

. Parent and each U.S. Subsidiary Guarantor (the “U.S. Guarantors”) hereby, jointly and severally guarantee, as a primary obligor and not as a surety to each U.S. Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, U.S. Borrower, and all other U.S. Obligations from time to time owing to the Secured Parties by any U.S. Loan Party under any Loan Document in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “U.S. Guaranteed Obligations”). Parent, the U.S. Borrower and each Canadian Subsidiary Guarantor (the “Canadian Guarantors”) hereby, jointly and severally guarantee, as a primary obligor and not as a surety to each Canadian Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the Notes held by each Lender of, Canadian Borrower, and all other Canadian Obligations from time to time owing to the Canadian Secured Parties by any Canadian Loan Party under any Loan Document in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Canadian Guaranteed Obligations”). The U.S. Guarantors hereby jointly and severally agree that if U.S. Borrower or other U.S. Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the U.S. Guaranteed Obligations, the U.S. Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the U.S. Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. The Canadian Guarantors hereby jointly and severally agree that if Canadian Borrower or other Canadian Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guaranteed Obligations, the Canadian Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

SECTION 7.02 Obligations Unconditional

. The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, Issuing Bank or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor pursuant to Section 7.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against either Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against either Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

SECTION 7.03 Reinstatement

. The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers or other Loan Party in respect of the applicable Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the applicable Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

SECTION 7.04 Subrogation; Subordination

. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all applicable Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against either Borrower or any other Guarantor of any of the applicable Guaranteed Obligations or any security for any of the applicable Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan Party’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

SECTION 7.05 Remedies

. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of either Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have become automatically due and payable in the circumstances provided in said Article VIII) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against either Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by either Borrower) shall forthwith become due and payable by the applicable Guarantors for purposes of Section 7.01.

SECTION 7.06 Instrument for the Payment of Money

. Each Guarantor hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

SECTION 7.07 Continuing Guarantee

. The guarantee in this Article VII is a continuing guarantee of payment, and shall apply to all applicable Guaranteed Obligations whenever arising.

SECTION 7.08 General Limitation on Guarantee Obligations

. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

SECTION 7.09 Release of Guarantors

. If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is U.S. Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be released from its obligations under this Agreement (including under Section 11.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Security Documents shall be released, and the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.01 Events of Default

. Upon the occurrence and during the continuance of the following events (“Events of Default”):

(a) default shall be made in the payment of any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof (including a Term Loan Repayment Date) or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;

(b) default shall be made in the payment of any interest on any Loan or any Fee or any other amount (other than an amount referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings or issuances of Letters of Credit hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(d) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02, 5.03(a) or 5.08, 5.13(c), 5.13(d), 5.13(e) or in Article VI;

(e) default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied or shall not be waived for a period of 30 days after written notice thereof from the Administrative Agent or the Required Lenders to U.S. Borrower;

(f) any Company shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer purchase by the obligor; provided that it shall not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds $15.0 million at any one time (provided that, in the case of Hedging Obligations, the amount counted for this purpose shall be the amount payable by all Companies if such Hedging Obligations were terminated at such time);

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Company, or of a substantial part of the property of any Company, under Title 11 of the Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; or (iii) the winding-up or liquidation of any Company; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) any Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Company or for a substantial part of the property of any Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose of effecting any of the foregoing; or (viii) wind up or liquidate;

(i) one or more judgments, orders or decrees for the payment of money in an aggregate amount in excess of $15.0 million shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such judgment;

(j) one or more ERISA Events or with respect to Foreign Plans noncompliance with applicable legal requirements or Foreign Plan underfunding shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other such ERISA Events and with respect to Foreign Plans noncompliance with applicable legal requirements or Foreign Plan underfunding that have occurred, could reasonably be expected to result in a Material Adverse Effect or the imposition of a Lien on any properties of a Company;

(k) any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the applicable Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Documents (including a perfected first priority security interest in and Lien on, all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) in favor of the Collateral Agent, or shall be asserted by U.S. Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby;

(l) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation for the Obligations;

(m) there shall have occurred a Change in Control;

(n) the Acquisition shall not have occurred on the Original Closing Date in accordance with the terms and conditions of the Acquisition Agreement; or

(o) the Alenco Acquisition shall not have occurred on the Third Amendment Effectiveness Date in accordance with the terms and conditions of the Alenco Purchase Agreement; or

(p) the failure by either Borrower to make an Offer to Redeem when and as required by Section 2.10;

then, and in every such event (other than an event with respect to Parent or either Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans and Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans and Reimbursement Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Parent or either Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE IX

COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

SECTION 9.01 Collateral Account

(a) The Collateral Agent is hereby authorized to establish and maintain at its office at 677 Washington Boulevard, Stamford, Connecticut 06901, in the name of the Collateral Agent, a restricted deposit account designated “Ply Gem Industries, Inc. U.S. Collateral Account.” Each U.S. Loan Party shall deposit into the U.S. Collateral Account from time to time (i) the cash proceeds of any of the U.S. Security Agreement Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to U.S. Security Agreement Collateral, to the extent contemplated herein or in any other Loan Document, and (iii) any cash such U.S. Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents.

The Collateral Agent is hereby authorized to establish and maintain at its office at 677 Washington Boulevard, Stamford, Connecticut 06901, in the name of the Collateral Agent, a restricted deposit account designated “CWD Windows and Doors, Inc. Canadian Collateral Account.” Each Canadian Loan Party shall deposit into the Canadian Collateral Account from time to time (i) the cash proceeds of any of the Canadian Security Agreement Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Canadian Security Agreement Collateral, to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Canadian Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents.

(b) The balance from time to time in either Collateral Account shall constitute part of the relevant Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. So long as no Event of Default has occurred and is continuing or will result therefrom, the Collateral Agent shall within two Business Days of receiving a request of the applicable Loan Party for release of cash proceeds (i) from the Collateral Account constituting Net Cash Proceeds relating to any Casualty Event or Asset Sale remit such cash proceeds on deposit in either Collateral Account to or upon the order of such Loan Party, so long as such Loan Party has satisfied the conditions relating thereto set forth in Section 9.02 and (ii) with respect to the LC Sub-Account, remit such Net Cash Proceeds on deposit in the LC Sub-Account to or upon the order of such U.S. Loan Party (x) at such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of the Letters of Credit have been paid in full or (y) otherwise in accordance with Section 2.18(i). At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time outstanding to the credit of either Collateral Account to the payment of the applicable Obligations in the manner specified in Section 9.03 hereof subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Sections 2.18(i) and 9.03. The Loan Parties shall have no right to withdraw, transfer or otherwise receive any funds deposited in either Collateral Account except to the extent specifically provided herein.

(c) Amounts on deposit in either Collateral Account shall be invested and reinvested from time to time in Cash Equivalents as the applicable Loan Party (or, after the occurrence and during the continuance of an Event of Default, the Collateral Agent) shall determine by written instruction to the Collateral Agent, or if no such instructions are given, then as the Collateral Agent, in its sole discretion, shall determine which Cash Equivalents shall be held in the name and be under the control of the Collateral Agent (or any sub-agent); provided that at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may (and, if instructed by the Required Lenders as specified herein, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalents and to apply or cause to be applied the proceeds thereof to the payment of the applicable Obligations in the manner specified in Section 9.03 hereof subject, however, in the case of amounts deposited in the LC Sub-Account, to the provisions of Section 2.18(i).

(d) Amounts deposited into the U.S. Collateral Account as cover for liabilities in respect of Letters of Credit under any provision of this Agreement requiring such cover shall be held by the Administrative Agent in a separate sub-account designated as the “LC Sub-Account” (the “LC Sub-Account”) and, subject to Section 2.18(i), all amounts held in the LC Sub-Account shall constitute collateral security to be applied in accordance with Section 2.18(i).

(e) Earnings on the amounts deposited in any Collateral Account shall be for the account of the applicable Loan Party and absent any Default will be released to the applicable Borrower upon its request.

SECTION 9.02 Proceeds of Destruction, Taking and Collateral Dispositions

. So long as no Event of Default shall have occurred and be continuing, in the event the applicable Loan Party elects to reinvest Net Cash Proceeds in respect of any Asset Sale or Casualty Event in accordance with the provisions of Sections 2.10(c) and 2.10(f) as applicable, the Collateral Agent shall receive at least 10 days’ prior notice of each request for payment and shall not release any part of such Net Cash Proceeds, until the applicable Loan Party has furnished to the Collateral Agent (i) an Officers’ Certificate setting forth: (A) a brief description of the reinvestment to be made, (B) the dollar amount of the expenditures to be made, or costs incurred by such Loan Party in connection with such reinvestment and (C) evidence that the properties acquired in connection with such reinvestment have a fair market value at least equal to the amount of such Net Cash Proceeds requested to be released from the applicable Collateral Account and (ii) all security agreements and Mortgages and other items required by the provisions of Sections 5.10 and 5.11 to, among other things, subject such reinvestment properties to the Lien of the Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties.

SECTION 9.03 Application of Proceeds

. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:

(a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other applicable Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other applicable Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting applicable Obligations (other than principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the applicable Obligations (including Reimbursement Obligations); and

(e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (e) of this Section 9.03, the applicable Loan Parties shall remain liable, jointly and severally, for any deficiency.

ARTICLE X

THE AGENTS

SECTION 10.01 Appointment

. Each Lender hereby irrevocably designates and appoints each of the Administrative Agent and the Collateral Agent as an agent of such Lender under this Agreement and the other Loan Documents. Each Lender irrevocably authorizes each Agent, in such capacity, through its agents or employees, to take such actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

SECTION 10.02 Agent in Its Individual Capacity

. Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with U.S. Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

SECTION 10.03 Exculpatory Provisions

. No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose or shall be liable for the failure to disclose, any information relating to U.S. Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document.

SECTION 10.04 Reliance by Agent

. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by a proper person. Each Agent also may rely upon any statement made to it orally and believed by it to be made by a proper person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for either Borrower), independent accountants and other advisors selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or advisors.

SECTION 10.05 Delegation of Duties

. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

SECTION 10.06 Successor Agent

. Each Agent may resign as such at any time upon at least 30 days’ prior notice to the Lenders, the Issuing Bank and U.S. Borrower. Upon any such resignation, the Required Lenders shall have the right, with, if no Default shall have occurred and be continuing, the consent of Borrower (such consent not to be unreasonably withheld), to appoint a successor Agent from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent, which successor shall be a commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $250 million; provided that if such retiring Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent.

Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by U.S. Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between U.S. Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article X and Section 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

SECTION 10.07 Non-Reliance on Agent and Other Lenders

. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

SECTION 10.08 Name Agents

. The parties hereto acknowledge that the Documentation Agent and the Syndication Agent hold such titles in name only, and that such titles confer no additional rights or obligations relative to those conferred on any Lender hereunder.

SECTION 10.09 Indemnification

. The Lenders severally agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers or the Guarantors and without limiting the obligation of the Borrowers or the Guarantors to do so), ratably according to their respective outstanding Loans and Commitments in effect on the date on which indemnification is sought under this Section 10.09 (or, if indemnification is sought after the date upon which all Commitments shall have terminated and the Loans and Reimbursement Obligations shall have been paid in full, ratably in accordance with such outstanding Loans and Commitments as in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans and Reimbursement Obligations) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01 Notices

. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to any Loan Party, to U.S. Borrower at:

Ply Gem Industries, Inc.

303 West Major

Kearney, Missouri 64060

Attention: Chief Financial Officer

Telecopy No.: (816) 903-4330;

(b) if to the Administrative Agent, the Collateral Agent or the Issuing Bank, to it at:

UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Vladimira Holeckova

Telecopy No.: (203) 719-4176;

(c) if to a Lender, to it at its address (or telecopy number) set forth on the applicable Lender Addendum or in the Assignment and Assumption pursuant to which such Lender shall have become a party hereto; and

(d) if to the Swingline Lender, to it at:

UBS Loan Finance LLC

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: Vladimira Holeckova

Telecopy No.: (203) 719-4176.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or by certified or registered mail, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 11.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 11.01, and failure to deliver courtesy copies of notices and other communications shall in no event affect the validity or effectiveness of such notices and other communications.

SECTION 11.02 Waivers; Amendment

(a) No failure or delay by any Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as provided in paragraph (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall:

(i) increase the Commitment of any Lender without the written consent of such Lender;

(ii) reduce the principal amount or premium of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any Fees payable hereunder, or change the currency of payment of any Obligation, without the written consent of each Lender affected thereby;

(iii) postpone or extend the maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or the required date of payment of any Reimbursement Obligation, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (except interest payable under Section 2.06(c)), or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Revolving Maturity Date, without the written consent of each Lender affected thereby;

(iv) change Section 2.14(b) or (c) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender;

(v) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be);

(vi) release any Guarantor from its Guarantee (except as expressly provided in Article VII), or limit its liability in respect of such Guarantee, without the written consent of each Lender;

(vii) release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Obligations equally and ratably with the other Obligations), in each case without the written consent of each Lender;

(viii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected Class;

(ix) without the consent of the Required Lenders and Term Loan Lenders holding more than 50% of the principal amount of the outstanding Term Loans, reduce the amount of, or extend the date of, any scheduled payment on the Term Loans required to be made under Section 2.09, change the order of application of prepayments among Term Loans and Revolving Commitments under Section 2.10(h) or change the application of prepayments of Term Loans set forth in Section 2.10(h) to the remaining scheduled amortization payments to be made thereon under Section 2.09; or

(x) without the consent of Term Loan Lenders holding more than 50% of the principal amount of each of the outstanding U.S. Term Loans and Canadian Term Loans, change the order of application of prepayments amounts of the U.S. Term Loans and the Canadian Term Loans under Section 2.10(h);

provided, further, that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, (2) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Loan Lenders), the Term Loan Lenders (but not the Revolving Lenders), or one Class of Term Loan Lenders (but no other Lenders) may be effected by an agreement or agreements in writing entered into by the Borrowers and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time, and (3) any waiver, amendment or modification prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Administrative Agent) may not be effected without the written consent of the Administrative Agent. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Bank and the Swingline Lender) if (x) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (y) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

(c) If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 11.02(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16 so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.

(e) Notwithstanding anything in this Agreement to the contrary, any Offer to Redeem shall be accepted by all Lenders to which such Offer to Redeem was made unless three Business Days prior to the proposed redemption date the Required Lenders give their consent for such Offer to Redeem to be declined by all such Lenders.

SECTION 11.03 Expenses; Indemnity

(a) The Loan Parties agree, jointly and severally, to pay, promptly upon demand:

(i) all reasonable costs and expenses incurred by the Arrangers, the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank, including the reasonable fees, charges and disburse-ments of Advisors for the Arrangers, the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank, in connection with the syndication of the Loans and Commitments, the preparation, execution and delivery of the Loan Documents, the administration of the Loans and Commitments, the perfection and maintenance of the Liens securing the Collateral and any actual or proposed amendment, supplement or waiver of any of the Loan Documents (whether or not the transactions contem-plated hereby or thereby shall be consummated);

(ii) all costs and expenses incurred by the Administrative Agent or the Collateral Agent, including the reasonable fees, charges and disburse-ments of Advisors for the Administrative Agent and the Collateral Agent, in connection with any action, suit or other proceeding affecting the Collateral or any part thereof, in which action, suit or proceeding the Administrative Agent or the Collateral Agent is made a party or participates or in which the right to use the Collateral or any part thereof is threatened, or in which it becomes necessary in the judgment of the Administrative Agent or the Collateral Agent to defend or uphold the Liens granted by the Security Documents (including any action, suit or proceeding to establish or uphold the compliance of the Collateral with any Requirements of Law);

(iii) all costs and expenses incurred by the Arrangers, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank or any Lender, including the reasonable fees, charges and disburse-ments of Advisors for the Arrangers, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank or any Lender, incurred in connection with the enforce-ment or protection of its rights under the Loan Documents, including its rights under this Section 11.03(a), or in connection with the Loans made or Letters of Credit issued hereunder and the collection of the Obligations, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the Obligations; and

(iv) all documentary and similar taxes and charges in respect of the Loan Documents.

For purposes of this Section 11.03(a), “Advisors” shall mean legal counsel (including local counsel), auditors, accountants, consultants, appraisers or other advisors; provided that (x) in the case of clause (i), the engagement of any Advisors other than legal counsel (including local counsel) shall be subject to approval by U.S. Borrower (which approval shall not be unreasonably withheld) and (y) in the case of clause (iii), the engagement of any Advisors other than one firm of legal counsel by any Lender shall be subject to approval by the Administrative Agent.

(b) The Loan Parties agree, jointly and severally, to indemnify the Agents, each Lender, the Issuing Bank and the Swingline Lender, each Affiliate of any of the foregoing persons and each of their respective partners, controlling persons, directors, officers, trustees, employees and agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses, claims, damages, liabilities, penalties, judgments, suits and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution, delivery, performance, administration or enforcement of the Loan Documents, (ii) any actual or proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim related in any way to any Company; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee.

(c) The provisions of this Section 11.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Loans and Reimbursement Obligations, the release of all or any portion of the Collateral, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Agents, the Issuing Bank or any Lender. All amounts due under this Section 11.03 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

(d) To the extent that either Borrower fails to promptly pay any amount required to be paid by it to the Agents, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Agents, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against any of the Agents, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

SECTION 11.04 Successors and Assigns

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender, the Swingline Lender and each Lender (and any attempted assignment or transfer by either Borrower without such consent shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender shall have the right at any time to assign to one or more banks, insurance companies, investment companies or funds or other institutions (other than the Borrowers, Parent or any Subsidiary thereof) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender, an Affiliate of a Lender or a Lender Affiliate, the Administrative Agent and U.S. Borrower (and, in the case of an assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the Swingline Lender) must give its prior written consent to such assignment (which consents shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender, an Affiliate of a Lender or a Lender Affiliate, any assignment made in connection with the syndication of the Commitments and Loans by the Arrangers or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) with respect to Term Loan Commitments and Term Loans, $1.0 million and (y) with respect to Revolving Commitments and Revolving Loans, $2.5 million, unless each of U.S. Borrower and the Administrative Agent otherwise consents, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (iii) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans other than an assignment of any rights and obligations with respect to any Term Loans which may be assigned only on a pro rata basis between (x) U.S. Term Loans and (y) Canadian Term Loans (i.e., an assignment of U.S. Term Loans representing a percentage of the total principal amount of U.S. Term Loans then outstanding shall be accompanied by an assignment of Canadian Term Loans representing the same percentage of the total principal amount of Canadian Term Loans then outstanding), (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi) in the case of an assignment to an Affiliate of Parent, such Affiliate hereby agrees that, unless it holds all Loans of the applicable Class, its Loans and Commitments shall be disregarded for purposes of determining the requisite percentage or number of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under any Loan Document or make any determination or grant any consent thereunder; and provided, further, that any consent of U.S. Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing or during the primary syndication of the Commitments. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (provided that any liability of either Borrower to such assignee under Section 2.12 or 2.13 shall be limited to the amount, if any, that would have been payable thereunder by such Borrower in the absence of such assignment, except to the extent any such amounts are attributable to a Change in Law occurring after the date of such assignment), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 11.03).

(c) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e) Any Lender shall have the right at any time, without the consent of either Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, to sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 11.02(b) that affects such Participant. Subject to paragraph (f) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15, so long as such Participant complies with the requirements of each such Section, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees in writing to be subject to Section 2.14(c) as though it were a Lender. Each Lender shall, acting for this purpose as an agent of the Borrowers, maintain at one of its offices a register for the recordation of the names and addresses of its Participants, and the amount and terms of its participations; provided that no Lender shall be required to disclose or share the information contained in such register with the Borrowers or any other party, except as required by applicable law.

(f) A Participant shall not be entitled to receive any greater payment under Section 2.12, 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the prior written consent of the applicable Borrower (which consent shall not be unreasonably withheld or delayed).

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of the Borrowers or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

SECTION 11.05 Survival of Agreement

. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.14, 2.15 and 11.03 and Article X shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the payment of the Reimbursement Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 11.06 Counterparts; Integration; Effectiveness

. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and the Fee Letter constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when the conditions precedent set forth in Section 4.03 have been met and when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Borrowers, the Guarantors, the Agents and the Lenders agree that (a) all obligations under the Existing Credit Agreement that are not repaid on the Third Amendment Effectiveness Date shall continue to exist under and be evidenced by this Agreement and the other Loan Documents and shall constitute Obligations, (b) except as expressly stated herein or amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all present and future Obligations, (c) without limiting the foregoing, the existing Security Documents shall continue to secure all present and future Obligations (or such part of them as is described in the respective Security Documents) and (d) this Agreement is an amendment and restatement, not a novation or rescission, of the Existing Credit Agreement. The Borrower, the Guarantors, the Agent and the Lenders agree that notwithstanding the foregoing or anything else herein to the contrary the provisions of Article X and Section 11.03 of the Original Credit Agreement survive and remain in full force and effect for the benefit of the Original Agents. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 11.07 Severability

. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 11.08 Right of Setoff

. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of either Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 11.09 Governing Law; Jurisdiction; Consent to Service of Process

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 11.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopy) in Section 11.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable law.

SECTION 11.10 Waiver of Jury Trial

. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 11.11 Headings

. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 11.12 Confidentiality

. Each of the Agents, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ and Lender Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential pursuant to the terms hereof), (b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the applicable Borrower and its obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Loan or Loan Party, (g) with the consent of U.S. Borrower or (h) to the extent such Information (i) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than U.S. Borrower or any Subsidiary. For the purposes of this Section, “Information” means all information received from U.S. Borrower or any Subsidiary relating to U.S. Borrower or any Subsidiary or its business that is clearly identified at the time of delivery as confidential, other than any such information that is available to any Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by U.S. Borrower or any Subsidiary. Any person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.

SECTION 11.13 Interest Rate Limitation

. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 11.14 Lender Addendum

. Each Lender to become a party to this Agreement on the Original Closing Date, the First Amendment Effectiveness Date, the Second Amendment Effectiveness Date or the Third Amendment Effectiveness Date shall do so by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the applicable Borrower and the Administrative Agent.

SECTION 11.15 Obligations Absolute

. To the fullest extent permitted by applicable law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d) any exchange, release or non-perfection of any other Collateral, or any release or

amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties, except for the defense of payment or performance of such obligations.

SECTION 11.16 Judgment Currency.

(a) Each Borrower’s obligation hereunder and under the other Loan Documents to make payments in dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than dollars, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of dollars expressed to be payable to the Administrative Agent or such Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against a Borrower in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than dollars (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in dollars, the conversion shall be made at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining any rate of exchange for this Section 11.16, such amounts shall include any premium and costs payable in connection with the purchase of dollars.

SECTION 11.17 USA PATRIOT Act Notice

. Each Lender, the Swingline Lender and each Issuing Bank that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers (and any Subsidiary in whose account a Letter of Credit is issued) that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrowers (and any Subsidiary in whose account a Letter of Credit is issued), which information includes the name, address and tax identification number of Borrowers or such Subsidiary and other information regarding Borrowers or such Subsidiary that will allow such Lender or the Administrative Agent, as applicable, to identify Borrowers or such Subsidiary in accordance with the Act. This notice is given in accordance with the requirements of the Act and is effective as to the Lenders, the Swingline Lender, each Issuing Bank and the Administrative Agent.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

PLY GEM INDUSTRIES, INC.

By:

Name: Shawn K. Poe

Title: Vice President, Chief Financial Officer, Treasurer and Secretary

CWD WINDOWS AND DOORS, INC.

By:

Name: Shaw n K. Poe

Title: Vice President, Treasurer and Secretary

PLY GEM HOLDINGS, INC.

By:

Name: Shawn K. Poe

Title: Vice President, Chief Financial

Officer, Treasurer and Secretary

GREAT LAKES WINDOW, INC.

KROY BUILDING PRODUCTS, INC.

NAPCO, INC.

NAPCO WINDOW SYSTEMS, INC.

Title: Vice President, Treasurer and Secretary

MWM HOLDING, INC.

MW MANUFACTURERS INC.

PATRIOT MANUFACTURING, INC.

By:

Name: Shawn K. Poe

Title: Vice President, Treasurer and Secretary

AWC HOLDING COMPANY

ALENCO HOLDING CORPORATION

ALENCO TRANS, INC.

AWC ARIZONA, INC.

ALENCO EXTRUSION MANAGEMENT, L.L.C.

ALENCO EXTRUSION GA, L.L.C.

ALUMINUM SCRAP RECYCLE, L.L.C.

ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C.

ALENCO WINDOW GA, L.L.C.

GLAZING INDUSTRIES MANAGEMENT, L.L.C.

ALENCO INTERESTS, L.L.C.

By:

Name: Shawn K. Poe

Title: Vice President, Treasurer and Secretary

NEW ALENCO EXTRUSION, LTD.

By: Alenco Extrusion Management, L.L.C.

its General Partner

By:

Name: Shawn K. Poe

Title: Vice President, Treasurer and Secretary

NEW ALENCO WINDOW, LTD.

By: Alenco Building Products Management, L.L.C.

its General Partner

By:

Name: Shawn K. Poe

Title: Vice President, Treasurer and Secretary

NEW GLAZING INDUSTRIES, LTD.

By: Glazing Industries Management, L.L.C.

its General Partner

By:

Name: Shawn K. Poe

Title: Vice President, Treasurer and Secretary

UBS SECURITIES LLC, as a Joint Lead Arranger

DEUTSCHE BANK SECURITIES INC.,

as a Joint Lead Arranger

By:

Name:

Title:

J.P. MORGAN SECURITIES INC.,

UBS AG, STAMFORD BRANCH, as Issuing Bank,

Administrative Agent and Collateral Agent

DEUTSCHE BANK AG CAYMAN ISLANDS

BRANCH, as Syndication Agent

as Documentation Agent

By:

Name:

Title:

UBS LOAN FINANCE LLC, as Swingline Lender

Annex I

Applicable Margin

Total	Revolving Loans		Applicable Fee
Leverage Ratio	Eurodollar	ABR	Applicable Fee
Level I ≥4.50:1.0	2.50%	1.50%	0.50%
Level II <4.50:1.0 but ≥3.75:1.0	2.25%	1.25%	0.50%
Level III <3.75:1.0 but ≥3.00:1.0	2.00%	1.00%	0.375%
Level IV <3.00:1.0	1.75%	0.75%	0.375%

Each change in the Applicable Margin or Applicable Fee resulting from a change in the Total Leverage Ratio shall be effective with respect to all Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(c), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, the Leverage Ratio shall be deemed to be in Level I (i) from the Original Closing Date to the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(c) for the fiscal period ended at least six months after the Original Closing Date, (ii) at any time during which U.S. Borrower has failed to deliver the financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(c), respectively, and (iii) at any time during the existence of an Event of Default.

Annex II

Amortization Table

Date	U.S. Term Loan Amount		Canadian Term Loan Amount
June 30, 2006	$	937,500	$	62,500
September 30, 2006	$	937,500	$	62,500
December 31, 2006	$	937,500	$	62,500
March 31, 2007	$	937,500	$	62,500
June 30, 2007	$	937,500	$	62,500
September 30, 2007	$	937,500	$	62,500
December 31, 2007	$	937,500	$	62,500
March 31, 2008	$	937,500	$	62,500
June 30, 2008	$	937,500	$	62,500
September 30, 2008	$	937,500	$	62,500
December 31, 2008	$	937,500	$	62,500
March 31, 2009	$	937,500	$	62,500
June 30, 2009	$	937,500	$	62,500
September 30, 2009	$	937,500	$	62,500
December 31, 2009	$	937,500	$	62,500
March 31, 2010	$	937,500	$	62,500
June 30, 2010	$	937,500	$	62,500
September 30, 2010	$	937,500	$	62,500
December 31, 2010	$	937,500	$	62,500
March 31, 2011	$	937,500	$	62,500
August 15, 2011	$	356,250,000	$	23,750,000
Total	$	375,000,000	$	25,000,000

Schedule 1.01(a) - Assumed Debt

Fleet LC -

Reimbursement Agreement between Ply Gem Industries, Inc. and its subsidiaries and Fleet Capital Corporation.

Schedule 1.01(C) - Material Indebtedness

1. Indenture, dated as of February 12, 2004, as supplemented on August 27, 2004, among U.S Bank National Association, as trustee, the Borrower, as issuer, and the Loan Parties which are parties thereto.

Schedule 1.01(d) - Mortgaged Property

1. Mississippi, Lee County; mortgagor: MW Manufacturers Inc.

2. Missouri, Clay County; mortgagor: Ply Gem et al

3. North Carolina, Columbus County; mortgagor: Ply Gem et al

4. Pennsylvania, Butler County; mortgagor: Ply Gem et al

5. Tennessee, Marion County; mortgagor: Variform, Inc.

6. Virginia, Franklin County; mortgagor: Ply Gem et al

7. 2008-48 Street SE, Calgary, Alberta, Canada

Schedule 1.01(e) - Refinancing Indebtedness to Be Repaid

None.

Schedule 1.01(f) - U.S. Subsidiary Guarantors

1. Great Lakes Window, Inc.

2. Kroy Building Products, Inc.

3. Napco, Inc.

4. Napco Window Systems, Inc.

5. Thermal-Gard, Inc.

6. Variform, Inc.

7. MWM Holding, Inc.

8. MW Manufacturers Inc.

9. Patriot Manufacturing, Inc.

10. AWC Holding Company

11. Alenco Holding Corporation

12. Alenco Extrusion Management, L.L.C.

13. New Alenco Extrusion, Ltd.

14. Alenco Extrusion GA, L.L.C.

15. Aluminum Scrap Recycle, L.L.C.

16. Alenco Building Products Management, L.L.C.

17. New Alenco Window, Ltd.

18. Alenco Window GA, L.L.C.

19. Alenco Trans, Inc.

20. Glazing Industries Management, L.L.C.

21. New Glazing Industries, Ltd.

22. Alenco Interests, L.L.C.

23. AWC Arizona, Inc.

Schedule 3.03 - Governmental Approvals; Compliance with Laws

None.

Schedule 3.05(b) - Real Property¹

Entity of Record	Location Address	Owned or Leased	Landlord/Owner if Leased	Consent Required With Respect to the Transactions, the Second and the Third Amendment Transactions	Description of Lease Documents
Ply Gem Industries, Inc.
	90 Inip Drive, Inwood, NY²	Leased	Inip Co.	No	Agreement of Lease between Harris Chasanoff, et al. and Ply Gem Industries, Inc. dated May 25, 1982; Lease Extension Agreement dated August 1, 1992; Sublease Agreement between Ply Gem Industries, Inc. and Studley Products, Inc. dated May 28, 1998.
	95 Inip Drive, Inwood, NY	Leased	Inip Co.	No	Indenture of Lease between Harris Chasanoff, et al. and Ply Gem Industries, Inc. dated August 13, 1969, as modified and amended, and Lease Extension Agreement dated August 1, 1992.
Great Lakes Windows, Inc.
	30499 Tracy Road, Toledo, OH	Leased	GP (MULTI) L.P.	No	Deed of Lease Agreement by and between GP (MULTI) L.P., a Delaware limited partner-ship, as Landlord, and Ply Gem Industries, Inc., MWM Holding, Inc., Great Lakes Window, Inc., MWM Holding, Inc., MW Manufacturers Inc., Napco Win-dow Systems, Inc., Kroy Building Products, Inc., Napco, Inc., Thermal-Gard, Inc., as Tenant, dated as of August 27, 2004 (“Sale and Leaseback Agreement”).
	7171 Reuthinger Road, Toledo, OH (option)	Leased	John F. LaPlante and Judith A. LaPlante	No	Lease between John F. LaPlante and Judith A. LaPlante, Trustees and Great Lakes Window, Inc. dated November 7, 2003.
	228 Huron, Toledo, OH	Leased	Willis Day, Inc.	No	Short Term Tenancy Agreement between Willis Day, Inc. and Great Lakes Window, Inc. dated July 3, 1995.
Kroy Building Products, Inc.
	2719 N. Division Avenue, York, NE	Leased	GP (MULTI) L.P.	No	Sale and Leaseback Agreement
	15159 Andrew Jackson Highway, Fair Bluff, NC	Leased	GP (MULTI) L.P.	No	Sale and Leaseback Agreement.
	1857-1859 Evans Road, Cary, NC	Leased	DRW Investments, LLC	No	Commercial Lease Agreement between DRW Investments, LLC and Kroy Building Products, Inc. dated September 30, 2003.

Napco, Inc.
	125 McFann Road, Valencia, PA	Leased	GP (MULTI) L.P.	No	Sale and Leaseback Agreement.
Napco Window Systems, Inc.
	300 North Pike Road, Sarver, PA	Installment sales contract³		No
Thermal-Gard, Inc.
	7501 Orr Road, Charlotte, NC	Owned⁴		No	Real Estate Lease and Sale Contract between Season-All Industries, Inc., Gary Carver and Jeffrey Gandee dated September 14, 1993, as amended.
Variform, Inc.
	303 W. Major, Kearney, MO	Leased	GP (MULTI) L.P.	No	Sale and Leaseback Agreement.
	91 Variform Drive, Martinsburg, WV	Leased	GP (MULTI) L.P.	No	Sale and Leaseback Agreement.
	1600 N. State Rte 291, Carefree Industrial Park, Independence, MO	Leased	Woodmen of the World Life Society	No	Lease between Woodmen of the World Life Society and Variform, Inc. dated January 25, 2002.
	10228 Governor Lane Blvd., Williamsport, MD	Leased	Bowman Group LLP	No	Lease between The Bowman Group LLP and Variform, Inc. dated November 5, 2003.
	1274 Industrial Blvd., Jasper, TN	Leased	The Marion County Industrial and Environment Development Board, Inc	No	Lease Agreement between The Marion County Industrial and Environment Development Board, Inc. and Variform, Inc. dated as of January 1, 1992.
CWD Windows and Doors, Inc.
	2008 - 48th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Lease Agreement by and between PG-NOM (ALBERTA) INC., an Alberta corporation, as nominee for PG-TRUST (DE), a trust formed under the laws of the State of Delaware (“Canadian Landlord”), as Landlord and CWD Windows and Doors, Inc., as Tenant, dated as of August 27, 2004 (“Canadian Sale and Leaseback Agreement”).
	2110 - 48th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2264 - 48th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2007 - 48th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2015 - 48th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2035 - 48th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2101 - 50th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2109/17 - 50th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2121 - 50th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2125 - 50th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	2139 - 50th St. S.E., Calgary, AB	Leased	Canadian Landlord	No	Canadian Sale and Leaseback Agreement.
	11125 00 184th St. N.W., Edmonton, AB	Leased	J.K. McKenzie Holdings Ltd.	No	Lease between J.K. McKenzie and CWD Windows and Doors a Division of Nutone Canada Inc., dated May 21, 1999.
	11470 - 98th Ave., Grande Prairie, AB	Leased	Northern Ventures	No	Lease between Northern Ventures Ltd. and Broan-Nutone Canada Inc. operating as CWD Windows and Doors, dated July 11, 2003.
	1889 - 6th Ave., Medicine Hat, AB	Leased	Century Homes Ltd.	No	Lease between Century Homes Ltd. and CWD Windows and Doors (Division of Broan-Nutone Canada Inc.), dated December 30, 2003.
	8,4622 - 61st St., Red Deer, AB	Leased	Alberta Financial Consultants Limited and Ramco Development Corp. Ltd.	No	Lease between Alberta Financial Consultants Limited and Ramco Development Corp. Ltd., and Broan-Nutone Canada Inc., dated March 22, 2001.
	664 and 666 Henderson Dr., Regina, SK	Leased	Chestemere Industrial Park Ltd.	No	Lease between 101032426 Saskatchewan Ltd. and Broan-Nutone Canada Inc. operating as CWD Windows and Doors, dated January 1, 2000.
	331 - 105 St., Saskatoon, SK	Owned
MW Manufacturers, Inc.
	Rocky Mount Window Plant No. 1, 433 North Main Street, Rocky Mount, VA 24151.	Leased	GP (MULTI) L.P.	No	Sale and Leaseback Agreement.
	Rocky Mount Training Center, 433 North Main Street, Rocky Mount, VA 24151.	Leased	GP (MULTI) L.P.	No	Sale and Leaseback Agreement.
	Fayetteville Cutting Operation, 400-408 Pine Street, Fayetteville, NC 28302.	Owned
	Fayetteville Cutting Operation, 318 Blount Street, Fayetteville, NC 28302.	Owned
	Storage shed and unimproved land located on noncontiguous parcels, portions of Tracts #1 and #2 as recorded in Deed Book 893, page 547, Beaverdam Township (Hoffman), Richmond County, NC 28347.	Owned
	Rocky Mount Window Plant No. 3 at 520 Weaver Street, Rocky Mount, Virginia.	Leased	Weaver Mirror Company	No	Lease Agreement dated November 20, 2003 with Weaver Mirror Company (unsigned copy).
	property located at Green and Triangle Streets in Tupelo, Mississippi	Leased	Joseph B. Whiteside d/b/a Whiteside Realty	No	Lease Agreement dated June 14, 2005 with Joseph B. Whiteside d/b/a Whiteside Realty.
	2.02 acres of real property located in Fayetteville, North Carolina.	Leased	CSX Transportation, Inc.	No	Lease dated June 15, 1983, amended as of July 15, 1997 and July 18, 2003 with CSX Transportation, Inc. (missing amendments).
	0.05 acres of real property located in Rocky Mount, Virginia.	Leased	Norfolk Southern Railway Company	No	Lease dated April 23, 2003 with Norfolk Southern Railway Company.
	0.14 acres of real property located in Rocky Mount, Virginia.	Leased	Norfolk and Western Railway Company	No	Agreement dated June 25, 1993 with Norfolk and Western Railway Company.
	private road in Rocky Mount, Virginia.	Leased	Norfolk and Western Railway Company	No	Lease dated June 8, 1948 between Norfolk and Western Railway Company (Landlord) and R.O.W. Distributors, Inc. (Tenant), assigned to MW Distributors, Division of US Industries, Inc. as of January 5, 1970, amended as of May 31, 1976.
	0.2 acres of real property in Rocky Mount, Virginia.	Leased	Norfolk and Western Railway Company	No	Lease dated May 21, 1973 with Norfolk and Western Railway Company, amended as of July 2, 1991 (unsigned copy).
	real property located at the corner of N. Main Street and Southern Railroad in Rocky Mount, Virginia	Leased	Franklin Grocery and Grain, Inc.	No	Lease dated July 26, 1999, extended November 14, 2003, with Franklin Grocery and Grain, Inc.
	999A Grand Avenue, Hammonton, New Jersey. (Lease of the Patriot facility).	Leased	1001 Grand Ave. Associates, L.P	No	Lease dated November 1, 2000 between 1001 Grand Ave. Associates, L.P. and MW Manufacturers Inc.
Lineal Technologies, Inc.
	real property located on State Street, Rocky Mount, Virginia.	Leased	L&M Properties, LLC	No	Lease dated May 15, 2003, with addendum dated May 21, 2003, between L&M Properties, LLC and Lineal Technologies, Inc. (unsigned copy).

Entity of Record	Location Address	Owned or Leased	Landlord/Owner if Leased	Consent Required With Respect to the Transactions, the Second and the Third Amendment Transactions	Description of Lease Documents
Alenco	407 Dividend Drive, Peachtree City, Georgia 30269	Owned
Alenco	319 Dividend Drive, Peachtree City, Georgia 30269	Leased	Pamela Enterprises, Ltd.	No	Commercial Improved Property Earnest Money Contract between Alenco Window GA, LLC and Pamela Enterprises, Ltd., dated October 10, 2002. 7.2.1.3: Lease Agreement by and between Pamela Enterprises, Ltd. and Alenco Window GA, LLC, dated October 10, 2002; Amendment to Lease Agreement by and between Pamela Enterprises, Ltd. and Alenco Window GA, LLC, dated June 25, 2004.
Alenco	615 Carson Street, Bryan, Texas 77801	Leased	Pamela Enterprises, Ltd.	No	Commercial Improved Property Earnest Money Contract between New Alenco Window, Ltd. and Richard E. Wallrath or his assignee, dated August 20, 2002. Lease Agreement, by and between Pamela Enterprises, Ltd. and New Alenco Window, Ltd., dated August 20, 2002; Amendment to Lease Agreement by and between Pamela Enterprises, Ltd. and New Alenco Window, Ltd., dated June __, 2004; Addendum to Lease Agreement dated August 20, 2002, by and between Pamela Enterprises, Ltd. and New Alenco Window, Ltd., dated September 15, 2002.
Alenco	1710 Fountain Avenue, Bryan, Texas 77801	Leased	Holland Porter	No	Real property lease between Holland Porter and Alenco Holding Corporation, dated July 31, 2002.
Alenco	Northpoint Business Park, 2870 North Harvey Mitchell Parkway, Bryan, Texas	Leased	Neatherlin Commercial Group, Inc. d/b/a Northpoint Business Park	No	Industrial/Warehouse Lease by and between Neatherlin Commercial Group, Inc. d/b/a Northpoint Business Park and Reliant Building Products, Inc., dated November 23, 1999
Alenco	Inwood Business Center at 1110 Inwood Road, Suite 101, Dallas, Texas 75247	Leased	Inwood Investment Partners	No	Lease by and between Inwood Investment Partners and New Glazing Industries, Ltd., undated.
Alenco	12901 Nicholson Road, Suite 330, Farmers Branch, Texas 75234	Leased	Sealy TA Texas, L.P.	No	Standard Industrial Lease Agreement between Rainier Texas Properties, L.P. and PSD Management Group, Inc., dated March 29, 2002; Lease Assignment between PSD Management Group, Inc. and New Glazing Industries, Ltd., dated January 31, 2003; Letter Agreement relating to Standard Industrial Lease Agreement dated March 29, 2002, by and between Sealy TA Texas, L.P. and New Glazing Industries, Ltd., dated October 8, 2004; Amendment to Lease by and between Sealy TA Texas, L.P. and New Glazing Industries, Ltd., undated.
Alenco	3830 E. Wier, Phoenix, Arizona	Leased	Phoenix Van Buren Partners, LLC	No	Single Tenant Industrial Gross Lease between Phoenix Van Buren Partners, LLC and AWC Arizona, Inc., dated August 10, 2005

______________________________________________________________________________________________

1 Excluding warehouse leases which involve annual lease payments of $50,000 or less.

2 Both Inip Drive leases were part of a previous sale of the Studley subsidiary, but were never formally assigned.

Ply Gem is a co-tenant on the lease with the subsidiary it sold off. Nortek has agreed to try to novate Ply Gem

for Nortek under those two leases so that Ply Gem is not repsonsible for any obligations thereunder. The

novation, however, will likely not be accomplished prior to our closing. Therefore, Ply Gem is currently responsible

for those obligations, but is indemnified.

3 This property is held by the company pursuant to an installment sales contract.

4 This property is owned by the company and leased to a third party.

Schedule 3.07(a) -Subsidiaries

Name of Entity	Jurisdiction of Organization	Number of Shares Authorized	Number of Shares Outstanding	Number of Shares Covered by Options
Ply Gem Industries, Inc.	Delaware	3,000 shares of common stock	100 shares of common stock	None
Great Lakes Window, Inc.	Ohio	750	100	None
Kroy Building Products, Inc.	Delaware	3,000	100	None
Napco, Inc.	Delaware	2,000	20	None
Napco Window Systems, Inc	Delaware	3,000 shares of common stock	100 shares of common stock	None
Thermal-Gard, Inc.	Pennsylvania	10,000	1,000	None
Variform, Inc.	Missouri	67,000 - 3,000 common stock; 64,000 preferred stock	2,732 common stock	None
CWD Windows and Doors, Inc.	Canada	Unlimited number of common stock	200	None
MWM Holding, Inc.	Delaware	10,000 shares of common stock	10,000 shares of common stock	None
MW Manufacturers Inc.	Delaware	3,000 shares of common stock	1,000 shares of common stock	None
Patriot Manufacturing, Inc.	Delaware	3,000 shares of common stock	1,000 shares of common stock	None
AWC Holding Company	Delaware	80,000 shares of Class A common stock; 20,000 shares of Class B common stock	16,286.81 shares of Class A common stock 100% owned by Ply Gem Industries, Inc.
Alenco Holding Corporation	Delaware	1,000,000 shares of common stock; 10,000 shares of preferred stock	100% owned by AWC Holding Company
Alenco Extrusion Management, L.L.C.	Delaware		100% owned by Alenco Holding Corporation
New Alenco Extrusion, Ltd.	Texas		5% General Partner - Alenco Extrusion Management, LLC 95% Limited Partner - Alenco Interests, LLC
Alenco Extrusion GA, L.L.C.	Delaware		100% owned by New Alenco Extrusion, Ltd.
Aluminum Scrap Recycle, L.L.C.	Delaware		100% owned by New Alenco Extrusion, Ltd.
Alenco Building Products Management, L.L.C.	Delaware		100% owned by Alenco Holding Corporation
New Alenco Window, Ltd.	Texas		5% General Partner - Alenco Building Products Management, L.L.C. 95% Limited Partner - Alenco Interests, L.L.C.
Alenco Window GA, L.L.C.	Delaware		100% owned by New Alenco Window, Ltd.
Alenco Trans, Inc.	Delaware	1,000 shares of common stock	100% owned by Alenco Holding Corporation
Glazing Industries Management, L.L.C.	Delaware		100% owned by Alenco Holding Corporation
New Glazing Industries, Ltd.	Texas		5% General Partner - Glazing Industries Management, L.L.C. 95% Limited Partner - Alenco Interests, L.L.C.
Alenco Interests, L.L.C.	Delaware		100% owned by Alenco Holding Corporation
AWC Arizona, Inc.	Delaware	1,500 shares of common stock	100% owned by Alenco Holding Corporation

Schedule 3.07(c) - Corporate Organizational Chart

[Graphic Unavailable]

Corporate Organizational Chart is available on plygem.com website as exhibit to SEC filing.

Schedule 3.09(c) - Material Agreements

Asset Purchase Agreement, dated as of April 8, 2004, by and among Thermal-Gard, Inc. and Michael Defelice and all attachments thereto.

Private Label Trademark License Agreement, dated as of May 2004, between Georgia-Pacific Corporation and Variform, Inc.

Retention Bonus Letter Agreement with John Forbis, dated September 9, 1999.

Ply Gem Industries, Inc. Change in Control Severance Plan for Key Employees.

Stock Purchase Agreement (Richwood) by and among Alcoa Building Products, Inc., Ply Gem Industries, Inc. and Nortek, Inc. dated November 22, 2002 (including Disclosure Schedules).

Stock Purchase Agreement (Hoover) dated April 2, 2002 between Hoover FRT Acquisition Co. and Ply Gem Industries, Inc. (including Disclosure Schedules) which includes certain liabilities of Hoover for which Ply Gem Industries, Inc. could be liable under the Stock Purchase Agreement or applicable law.

Stock Purchase Agreement (SNE & Peachtree) (including disclosure schedules and exhibits) by and among TPC Acquisition, Inc. and Ply Gem Industries, Inc. for Peachtree Doors and Windows, Inc. and SNE Enterprises, Inc. dated September 21, 2001 as amended by the General Release of all Claims dated September 25, 2003.

Stock Purchase Agreement (Allied) by and among US Wood Products, Inc., Genese Group Companies and Ply Gem Industries, Inc. dated December 10, 1998 (including Disclosure Schedules).

Asset Purchase Agreement (Ply Gem Manufacturing) by and between PGM Products, LLC and Ply Gem Industries, Inc. dated July 31, 1998 (including Disclosure Schedules).

Stock Purchase Agreement (Goldenberg) by and among Goldenberg Holdings, Inc., Genese Group Companies and Ply Gem Industries, Inc. dated June 30, 1998 (including Disclosure Schedules).

Asset Purchase Agreement (Sagebrush) by and between Idaho Timber Corporation of Albuquerque, Inc. and Sagebrush Sales, inc. dated May 22, 1998 (including Disclosure Schedules).

Asset Purchase Agreement (Studley) by and between Studley Products, Inc., Studley Canada Limited and Wildwood Industries, Inc. dated as of February 17, 1998.

SNE Mosinee facility lease. Ply Gem Industries, Inc. disposed of the stock of its window and door subsidiary, SNE Enterprises, Inc., in September 2001 to a newly-formed affiliate of Weathershield, Inc. Ply Gem Industries, Inc.guarantees the lease of SNE’s Mosinee, Wisconsin, facility. Rental payments through the end of the term, June 30, 2016, were approximately $29,700,000, as of December 31, 2002. The buyer has indemnified Ply Gem Industries, Inc. against any payments on the guaranty. In addition, for so long as Ply Gem Industries, Inc. has any liability for the Mosinee lease, the buyer has agreed not to pay any dividends or management fees to its shareholders or affiliates if doing so would reduce the buyer’s net worth to less than $15 million.

Inip leases (former Studley facility). Ply Gem Industries, Inc. co-signed with its subsidiary, Studley Products, Inc., leases for two properties at 90 and 95 Inip Drive in Inwood, Long Island, New York for a term expiring in August 2007. In May 1998, the assets of Studley were sold and the buyer did not assume the leases. Ply Gem Industries, Inc. remains contractually liable for both leases.

90 Inip Drive, Inwood, New York is currently subleased. The tenant has an option to renew the sublease annually through the expiration of the lease, August 2007. The tenant has notified Ply Gem of its intention to continue to sublease the property through November 2004. Ply Gem has recorded a liability of approximately $1.15 million for this facility, representing the undiscounted amount of future base rent under the lease through the end of the term, less base rent under the sublease through August 2007. All other obligations under the lease (including insurance and property taxes) are passed through to the subtenant.

95 Inip Drive, also leased through August 2007, is vacant. Ply Gem is currently involved in litigation with the landlord over Ply Gem’s attempt to sublease the property over the landlord’s objections. Landlord seeks to terminate Ply Gems ability to sublease the property but hold Ply Gem to all future lease payments and obligations as they become due. The trial judge recently ruled against Ply Gem on a significant summary judgment motion. Trial is scheduled for March 2004. Ply Gem has recorded a liability of approximately $4.7 million (as of December 31, 2002) for this matter, representing the undiscounted value of full payment of all amounts through the end of the lease. Ply Gem continues to make basic rental payments as they become due.

SNE GE Capital truck leases. Ply Gem guarantees certain truck and equipment leases of SNE. The last of these leases expires on March 18, 2008. Aggregate rental payments through the end of term were approximately $3,500,000 as of December 31, 2002. The buyer of SNE has indemnified Ply Gem against any payments on the guaranty.

Overview of Variform Vinyl Siding and Accessories Program for Georgia Pacific.

Lowe’s Master Standard Buying Agreement between Lowes Companies Inc. and Napco, Inc. dated January 1, 2002.

Lowe’s Master Standard Buying Agreement between Lowes Companies Inc. and Kroy Building Products, Inc. dated December 2, 2002.

Letter agreement between Allied Building Products and Great Lakes Window, Inc. dated March 24, 2003.

Letter agreement between Erie Materials and Great Lakes Window, Inc. dated February 21, 2003.

Letter agreement between Statewide Energy Systems and Great Lakes Window, Inc. dated March 28, 2003.

Letter agreement between Statewide Home Improvements, Inc. and Great Lakes Window, Inc. dated January 14, 2002.

Letter agreement between Rose Fence Company and Kroy Building Products, Inc. dated November 9, 2001 together with Kroy Building Products, Inc. License and Master - Distribution Agreement dated December 7, 1999.

Distributor Agreement between L&M Siding & Windows and Thermal-Gard, Inc. dated January 2, 2003.

Buy - Sell Agreement between Fairway Building Products, Inc. and Kroy Building Products, Inc. dated June 24, 2003.

Twenty-eight (28) Mold and Parts Contracts and an inventory stock arrangement dated March 1, 2002 between Sun Tech Industries, Inc. and Kroy Building Products, Inc.

Great Lakes Windows, Inc. has some customers with sales in excess of $500,000 per year. Although there is no commitment from the customer to buy or for Great Lakes Windows to sell, Great Lakes Window has agreed to award rebates to some customers which have not exceeded $500,000 to any individual customer annually.

Supply Contract among Variform, Inc., Kroy Building Products, Inc. and Georgia Gulf Corporation dated November 30, 2001 as amended by the Supply Contract Amendments dated June 18, 2003, March 13, 2003 and October 29, 2002.

Sales Contract among Variform, Inc., Kroy Building Products, Inc. and Formosa Plastics Corporation, USA dated December 14, 2001 as amended by the Supply Contract Amendments dated June 18, 2003 and October 28, 2002.

2003 Supply Agreement among Napco, Inc., Variform, Inc. and Commonwealth Aluminum dated October 11, 2002.

Industrial Finishes Sales Agreement among Variform, Inc., Napco, Inc. and PPG Industries, Inc. dated January 1, 2003.

Award Letter agreement among Variform, Inc., Napco, Inc. and Nichols Aluminum dated November 11, 2002.

Vinyl/Extrusion Supply Agreement between Great Lakes Window, Inc., (covers Napco Window Systems, Inc.) and Ultimate Plastics Limited dated April 29, 2002.

Award Letter agreement among Variform, Inc., Napco, Inc. and J. W. Aluminum dated November 5, 2002 as amended by the letter dated October 31, 2003.

License Agreement between Strandex Corporation and Ply Gem Industries, Inc.dated July 2, 2002 as amended by the First Amendment to License Agreement dated August 22, 2003.

Letter agreement between North American Profiles Group and CWD Windows and Doors dated February 14, 2002.

Product Supply Agreement between AGA Gas, Inc. and Great Lakes Windows, Inc. dated January 1, 2003.

Letter Agreement between Truth Hardware and Great Lakes Window, Inc. dated July 30, 2003.

Supply Contract and Amendment dated January 2, 2002 and January 9, 2003, respectively between Crompton Corporation and Variform, Inc.

Letter Agreement dated September 4, 2003 between Kroy Building Products, Inc. and Hawk Fastener Corporation.

Volume Incentive Agreement dated as of January 1, 2002 between BASF Corporation and Napco, Inc.

PPG - Napco Industrial Finishes Sales Agreement dated as of January 1, 2003 between Variform Inc., Napco, Inc. and PPG Industries, Inc.

Supply Agreement between Kings Company and Variform, Inc. dated June 19, 2002.

License Agreement between JD Edwards and Variform, Inc. dated January 31, 1995.

Motor Contract Carrier Transportation Agreement dated as of November 19, 2002 between Variform, Inc. and Annett Holdings, Inc.

Contract Carrier Agreement between Crete Carrier Corporation and Variform, Inc. dated February 1, 1998, letter agreement dated August 10, 2000 together with the Local Rules Tariff issued August 15, 2000.

Letter agreement dated October 14, 2002 between DuPont Dow Elastomers L.L.C. and Variform, Inc.

Letter agreement dated February 13, 2002 between Indiana Dimensional Products, LLC and Variform, Inc. together with purchase order and attachments.

Award letter/supply contract dated November 6, 2002 between Variform, Inc. (and Napco, Inc.) and Jupiter Aluminum.

Transportation Agreement between Variform, Inc. and Landstar, Inc. dated August 7, 2000.

Supply Agreement between OMYA, Inc. and Variform, Inc. dated October 9, 2002.

Container Sales Agreement between Packaging Corporation of America and Variform, Inc. dated January 1, 2002.

Supply Agreement between Kerr-McGee Chemical LLC, Variform, Inc. and Kroy Building Products, Inc. dated January 18, 2002, and the Supply Contract Amendment dated December 10, 2002, and Supply Contract dated September 10, 2003.

Three (3) Supply Agreements between Rohm & Haas Company, Variform, Inc. and Kroy Building Products, Inc. dated March 12, 2002 for multiple products.

Purchase and Supply Agreement dated January 15, 1999 between Variform, Inc. and Nailite International, Inc. and letter agreement dated July 26, 1999.

Commitments for two (2) capital expenditures have been made for Kroy Building Products, Inc.’s Fair Bluff, NC facility to increase capacity for OEM products and for Lowe’s.

Variform, Inc. and Napco, Inc. have agreed not to compete in the certain product markets pursuant to the terms of the Purchase and Supply Agreement dated January 15, 1999 between Variform, Inc. and Nailite International, Inc. and letter agreement dated July 26, 1999.

Variform, Inc. leases autos under a contract between Nortek, Inc./Ply Gem Industries, Inc. and LeasePlan USA. Great Lakes Windows, Inc. leases autos under a Nortek, Inc. agreement with Emkay. Borrower will need to enter into new contracts with both Emkay and LeasePlan or have another leasing company buy-out these vehicles form the current leasing company.

Ply Gem Industries, Inc. entered into various premium payment and deductible loss reimbursement agreements with Wausau Insurance Company. These agreements covered policy years 1989-1997. These agreements are subject to ongoing premium adjustments and loss payment reimbursements related to various workers’ compensation, and general liability claims, none of which currently involve any of the Transferred Companies. The bulk of the adjustments relate to claims involving Studley and SNE Enterprises, Inc. (“SNE”). Ply Gem Industries, Inc. is billing SNE and SNE has to date paid for its share of the premium payments made by Ply Gem Industries, Inc. Ply Gem is a party to a collateral Agreement Bond as Principal with Amwest Insurance Company and St. Paul Insurance Company as co-sureties and Wausau Insurance Company as Obilgee. The amount of the bond is $5,452,141. The purpose of the bond is to provide security to Wausau for payment of premiums due to Wausau from Ply Gem under various retrospectively rated and high deductible insurance policies issued from 1989 - 1997. The obligations of Ply Gem to pay premium is governed by premium payment and deductible reimbursement agreements between Ply Gem and Wausau.

Agreement by and between Napco, Inc. and United Steelworkers of America AFL-CIO-CLC 2001- 2006 (Valencia, PA).

Agreement by and between Napco Window Systems, Inc, and United Steelworkers of America AFL-CIO-CLC 2001 - 2005 (Sarver, PA).

Employment Agreement dated as of January 17, 2003 between MW Manufacturers Inc. and Michael P. Haley.

Employment Agreement dated as of January 17, 2003 between MW Manufacturers Inc. and Lynn A. Morstad.

Employment Agreement dated as of June 16, 2003 between MW Manufacturers Inc. and Mark Montgomery.

Truck Lease and Service Agreement dated December 31, 2001 between Old Dominion Truck Leasing, Inc. and MW Manufacturers Inc.

Contract Carrier Agreement dated October 30, 2001 between J.B. Hunt Transport, Inc. and Patriot Manufacturing, Inc.

Vehicle Lease Service Agreement dated April 24, 2000 between Penske Truck Leasing and MW Manufacturers Inc.

Equipment Lease dated August 13, 1999 between MW Manufacturers Inc. and CCA Financial, Inc.

Authorization for Expenditure ("AFE") Form dated May 11, 2004, proposing the purchase of $1,000,000 of extrusion line equipment for Lineal Technologies, Inc. ($259,000 has been paid to date).

Purchase Agreement effective December 17, 2003 between Lineal Technologies, Inc. and PolyOne Corporation.

Memorandum of Understanding dated November 1, 2001 between MW Manufacturers Inc. and Veka, Inc. as amended, and Agreement dated April 26, 2002 by and among MW Manufacturers Inc., Patriot Manufacturing, Inc., Lineal Technologies, Inc. and Veka, Inc.

Purchase Agreement effective January 1, 2003 between MW Manufacturers Inc. and Pinelli Universal.

Agreement dated as of April 30, 1999 by and among MW Manufacturers Holding, Inc., MW Manufacturers, Inc., Patriot Manufacturing, Inc. and The GeMROI Company.

Purchase Agreement effective February 16, 2004 between MW Manufacturers Inc. and H.B. Fuller Co.

Purchase Agreement effective January 9, 2004 between MW Manufacturers Inc. and Hygrade Metal Moulding Manufacturing Corp.

License Agreement dated November 8, 1994 between Patriot Manufacturing, Inc. and PPG Industries, Inc.

License Agreement dated September 15, 1993 between MW Manufacturers Inc. and PPG Industries, Inc. with respect to Intercept technology.

Purchase Agreement effective March 1, 2004 between MW Manufacturers Inc. and Phifer Wire Products.

Purchase Agreement effective December 1, 2003 between MW Manufacturers Inc. and Southeastern Aluminum Sourcing, Inc.

Purchase Agreement effective January 1, 2004 between MW Manufacturers Inc. and Ultra Hardware Products LLC .

Purchase Agreement effective March 1, 2004 between MW Manufacturers Inc. and TruSeal Technologies, Inc.

Purchase Agreement effective June 12, 2003 between MW Manufacturers Inc. and TG Manufacturing.

Purchase Agreement effective through December 31, 2004 between MW Manufacturers Inc. and Packaging Corporation of America.

Purchase Agreement effective July 1, 2003 between MW Manufacturers Inc. and Astro Shapes.

Purchase Agreement effective March 1, 2004 between MW Manufacturers Inc. and Builders Hardware.

Purchase Agreement effective February 16, 2004 between MW Manufacturers Inc. and H.B. Fuller Co.

Purchase Agreement effective October 14, 2003 between Lineal Technologies, Inc. and Aurora Plastics, Inc.

Purchase Agreement effective January 1, 2004 between MW Manufacturers Inc. and AFG Industries, Inc.

Letter of Acceptance dated March 8, 2004 by MW Manufacturers Inc. of proposal by Unique Balance to provide balances and shoes, pending testing of the products by MW Manufacturers Inc.

Securities Purchase Agreement dated February 6, 2006 among Ply Gem Industries, Inc., FNL Management Corp. and the Stockholders, Warrant Holders, Option Holders and Beneficial Sellers of AWC Holding Company.

Schedule 3.17 - ERISA Liabilities

Liability of not in excess of $7,500,000, in connection with the withdrawal by Studley Products, Inc. from the Production Service and Sales District Council Pension Fund.

Schedule 3.18 - Environmental Matters

Identification of the following items on this Schedule is not intended to constitute a representation as to whether or not such items could reasonably be expected to result in a Material Adverse Effect.

Kroy Building Products, Inc., York, NE. The USEPA investigated a drinking water well in York, NE and detected certain solvents in the drinking water in 1990. Kroy Building Products, Inc. was one of a number of businesses in the vicinity that allegedly used similar solvents in the past and has been identified as a potential source of the solvent contamination.

Thermal-Gard, Inc., Punxsutawney, PA. The Pennsylvania Department of Environmental Protection (“PADEP”) has conducted sampling at the Punxsutawney, PA facilities as part of an investigation of certain contamination believed to have resulted from contaminants used in the electroplating industry. The investigation conducted in 2003 included sampling of soils, surface water and groundwater. Thermal-Gard has not been provided with copies of the sampling results. The former occupant of the leased facility was in the electroplating business.

Hoover Treated Wood Products, Inc. Ply Gem retained liability under the purchase agreement for Hoover’s exposure in connection with the cleanup of a contaminated landfill in Thomson, Georgia. Hoover and five other potentially responsible parties have been working with Georgia environmental authorities on a proposed cleanup of the site. No agreement has yet been reached on a proposed remediation plan. Ply Gem is indemnified by Nortek with respect to this liability.

CWD Windows and Doors (“CWD”), Calgary, Alberta. The CWD facility in Calgary utilized a pentachlorophenol (“PCP”) dip tank to treat wood in the past. The dip tank was intended to be contained in a concrete vault. Samples taken in the vicinity of the vault have revealed PCP and other contaminants in the soil and groundwater as set forth in the Supplemental Phase II Environmental Site Assessment, dated September 21, 2001, prepared by Jacques Whitford Environment Limited. In 2004, CWD submitted a proposal to Alberta Environment for further subsurface investigation. Alberta Environment has not yet responded to this proposal.

5.	Rocky Mount, Virginia - Window Plant Facility

1) \The soil and groundwater at the Rocky Mount, Virginia facility are contaminated by pentachlorophenol and mineral spirits. One source of contamination, an underground storage tank ("UST") formerly located at the facility, was deemed to have met the "restricted closure" provision of the applicable regulations by the Virginia Department of Environmental Quality ("VDEQ"). This determination restricts the property to industrial use only.

In 1994, personnel at the MW facility discovered a 3,000-gallon underground storage tank, the presence of which they were formerly unaware. A second underground tank, of 10,000 gallons capacity, had been used to store fresh PCP solution.

The use of the PCP preservative had been discontinued in approximately 1985, when the wood-treatment solution was changed to a non-PCP formulation. Subsequent investigation, however, disclosed that the tank still contained approximately 2,700 gallons of liquid with a PCP concentration of 0.83 percent, and that the adjoining soils contained volatile petroleum hydrocarbons that later were determined to contain PCP.

Remediation activities at the Rocky Mount facility have been and continue to be conducted by U.S. Industries, Inc. ("USI") pursuant to Section 9.5 of the Stock Purchase Agreement dated August 11, 1995 among USI, USI American Holdings, Inc., JUSI Holdings, Inc. and Jacuzzi (U.K.) Limited, and Fenway Holdings, L.L.C. as assignee of FPI Acquisition Corp. (as such agreement was subsequently amended as of August 25, 1995 and September 15, 1995, the "USI Agreement"). Fenway Holdings, L.L.C. has assigned its rights under Section 9.5 of the USI Agreement to MW Manufacturers Inc. ("MW") pursuant to an Assignment Agreement dated as of September 20, 2002.

The tank has been removed, along with the 2,700 gallons of preservative, and its contents, and surrounding soils have been removed and properly disposed of. Confirmatory sampling was performed in accordance with the Closure Plan approved by the Virginia Department of Environmental Quality (VDEQ), and a report of the activities was submitted to VDEQ, which has now approved the tank closure. The 10,000-gallon tank also was removed, along with approximately 10 gallons of wood preservative solution accidentally spilled to the ground when a pipe was disconnected from this tank. No other PCP or other contamination was found in adjacent soils associated with the 10,000-gallon tank.

Residual contamination still exists, as indicated by investigations associated with the removal of the former 3,000-gallon tank. Investigative work performed to date by USI has disclosed subsurface contamination that lies below the concrete slab foundations of plant buildings 12 and 13, north of the site of the former 3,000-gallon tank.

On August 23, 2002, VDEQ approved a request by USI that remaining contamination be addressed under the Virginia Voluntary Remediation Program ("VRP"). In late 2004, USI delivered a Site Characterization Report under the VRP to the VDEQ, addressing the residual subsurface contamination identified near plant buildings 12 and 13. MW expects to close and remove the existing dip tank in late 2006 to assist USI with its obligations under the VRP.

6.	Hammonton, New Jersey - current Patriot Manufacturing, Inc. Facility (Grand Avenue)

A plume of chloroform impacted groundwater located near the former on-site sewerage treatment plant, and a plume of fuel oil-impacted groundwater located near the former "SRF" building were previously identified and are still being investigated/remediated by Whitehall Laboratories, the former operator of this facility.

7.	Fayetteville, North Carolina - Wood Warehouse/Fabrication

A small aboveground gasoline tank was previously located on site. There was a leak at a pipe connection at the bottom of the tank. It is not clear how long the tank leaked, or how much.

An employee at this site identified a portable dip tank utilized by a former operator of this facility. This tank was used for the dipping of individual door frames and was located at the northeastern corner of the main process building.

8.	Alenco, 2810 North Harvey - Mitchell Parkway, Bryan, TX

The site was formerly used as a pipe threading facility. Alenco’s operations since 2000 include the use of press pits to collect leaking oil from the hydraulic aluminum extrusion presses and poor housekeeping in material handling and storage areas. These current and former activities could have resulted in discharges to the environment, although no direct evidence of any such contamination has been identified.

The facility stores in excess of 1320 gallons of new and used oil, but has not prepared a Spill Prevention, Control and Countermeasures Plan, as is required.

The facility has an industrial sewer use permit for its discharge to the municipal sanitary sewer system. During the annual permit compliance monitoring conducted by the City of Bryan in July 2005, Alenco’s discharge exceeded the allowable limits for copper, mercury, molybdenum and nickel. Alenco received a notice of violation regarding this exceedance from the City of Bryan on November 22, 2005. On November 21, 2005, the facility resampled its discharge and did not identify any constituents exceeding permitted levels. It has so informed the regulators and believes that issue is resolved.

Alenco is required to obtain, but has not obtained, an NPDES general storm water permit, and is required to prepare, but has not prepared, a site specific Storm Water Pollution Prevention Plan.

Based on the quantities of hydraulic oil and caustic solution stored at the facility, Alenco may be required to submit Tier II chemical inventory forms to emergency response agencies for these materials.

9.	Alenco Windows GA, LLC, Peachtree City, GA

Based on the exterior storage of drums and various materials, the facility is required to obtain an NPDES stormwater discharge permit and prepare a Storm Water Pollution Prevention Plan.

10.	Peachtree Extended Products Company, Peachtree City, GA

Based on the exterior storage of drums and various materials, the facility is required to obtain an NPDES stormwater discharge permit and prepare a Storm Water Pollution Prevention Plan.

Limited surface staining is present on concrete paving surrounding an air compressor located on an elevated dock just outside the eastern side of the manufacturing building near the northeast corner.

Limited soil-staining was identified in the vicinity of storage of containers of paint, hydraulic oil and other substances.

11.	Alenco Windows, 615 West Carson Street, Bryan, TX

The site has been used for manufacturing operations since 1959, including metal cleaning operations, historic use of underground storage tanks, aluminum extrusion, on-site aluminum recycling, and historic painting operations. These activities could have resulted in environmental contamination at the facility, although no direct evidence of any such contamination has been identified.

The facility stores in excess of 1320 gallons of new and used oil and is therefore required to prepare a Spill Prevention, Control and Countermeasure Plan, but has not done so.

The facility has an industrial sewer use permit for its discharge to the municipal sanitary sewer system. During the annual compliance monitoring conducted by the City of Bryan in July 2005, the concentration of mercury in Alenco’s discharge exceeded allowable limits. The facility resampled its discharge on October 19, 2005 and did not identify any exceedances. It has so advised the regulators and believes the issue is resolved.

Alenco should have submitted a Form R Toxic Release Inventory report for 1, 2, 4-trimethylbenzene for 2004.

Schedule 3.19 - Insurance

Please see attached.

Coverage	Carrier	Policy No	Effective Dates		Limits of Insurance

Automobile Liability	Zurich-American Ins. Co.	BAP9378822-00	2/12/06 to 2/12/07	$	2,000,000	Symbol 1 Liability Coverage (Any auto)
		AOS		Per UM/UIM	Summary	Symbol 6 Uninsured/Underinsured Motorists (Owned autos subject to a compulsory UM Law)
$346,136					Basic	Symbol 5 Personal Injury Protection (All owned autos subject to Not Fault)/
				$	5,000	Symbol 2 Auto Medical Payments (All owned autos)



Crime	Federal Insurance Company	6800-4215	2/12/06 to 2/12/07	$	1,000,000	Employee Theft
				$	1,000,000	Premises
$24,525				$	1,000,000	In Transit
				$	1,000,000	Forgery
				$	1,000,000	Computer Fraud
				$	1,000,000	Funds Transfer Fraud
				$	1,000,000	Money Orders

				$	100,000	DEDUCTIBLE


Directors & Officers / Employment Practices Liability	American International Specialty Lines Ins. Co.	004905802	2/12/05 to 2/12/06	$	20,000,000	Limit of Liability

						Retention
$279,762 (4)				$	250,000	Security Claims (other than private placements)
				$	250,000	All Other Claims (including private placements)
				$	250,000	EPL - Per Claim

						Continuity Dates:
					02/12/04	Coverages A and B(ii)
					02/12/04	Coverage B(i)
					02/12/04	Outside Entity Coverage: Per Outside Enttity Endorsement #4


Fiduciary Liability	Federal Insurance Company	6800-4215	2/12/04 to 2/12/05	$	1,000,000	Maximum Aggregate Limit of Liability

$7,500				$	-	DEDUCTIBLE

					2/12/04	Prior & Pending Litigation Dates


General Liability US and Puerto Rico	Lexington Insurance Company	666668756	2/12/06 to 2/12/07	$	1,000,000	Each Occurrence
				$	2,000,000	General Aggregate (other than Products/Completed Operations)
				$	2,000,000	Products/Completed Operations Aggregate
				$	1,000,000	Personal and Advertising Injury
				$	100,000	Fire Damage Limit

						*Employee Benefits Liability (Claims Made)*
				$	1,000,000	Each Occurrence
				$	1,000,000	Aggregate

						SELF INSURED RETENTION:
				$	500,000	Per Occurrence for Products/Completed Ops
				$	250,000	Per Occurrence for All Other Defense Expenses are outside the policy limit


General Liability Canada	ACE USA Ins. Co.	PHF 073610	2/12/06 to 2/12/07	$	1,000,000	General Liability Occurrence, Bodily Injury and Property Damage
				$	1,000,000	Products/Completed Ops Aggregate
				$	1,000,000	Personal/Advertising Injury Aggregate
				$	1,000,000	Employers Liability
				$	1,000,000	Tenant’s Legal Liability
				$	10,000	Medical Payments - Any one person


Property	FM Global	FL259	2/12/06 to 2/12/07	$	530,000,000	Policy Limit
				$	10,000,000	Accounts Receivable
					90 Days	BUT not to exceed $10,000,000 - Automatic Coverage - Excluding Flood in High Hazard Zones
					Policy Limit	Brands and Labels
					30 Days	Civil Authority
					Policy Limit	Consequential Reduction in Value
					Policy Limit	Control of Damaged Property - Finished Goods Manufactured by the Insured
				$	10,000,000	Data, Programs or Software and Computer Systems - Non Physical Damage - Combined
					Policy Limit	Debris Removal
					Policy Limit	Decontamination Costs
				$	10,000,000	Deferred Payments
					Policy Limit	Demolition and Increased Cost of Construction
					Policy Limit	Delay in Start Up
				$	20,000,000	BUT not to exceed $10,000 limit per Depend Time Element Location - Excluding Earth Movement in Group A counties of the New Madrid Seismic Zone and Flood in high hazard zones for locations of a direct customer, supplier, contract manufacturer or contract service provider
					100,000.000	BUT not to exceed $9,000,000 for Group A Counties of the New Madrid Seismic Zones Earth Movement* Excluding High Hazard Zones, the Group B counties of the New Madrid Seismic Zone and Pacific Northwest Seismic Zone from all coverages and locations within the Policy

				$	10,000,000	Errors & Omissions
						Excludes Earth Movement in High Hazard Zones

					30 days	Extended Period of Liability
				$	10,000,000	Expediting Costs and Extra Expense Combined
				$	10,000,000	Fine Arts
				$	100,000,000	Flood*
					Policy Limit	Gross Earnings

					30 Days	But not to Exceed $10,000,000 Ingress/Egress Excluding Flood in High Hazard Zones
				$	50,000	Land and Water Contaminant or Pollutant Cleanup, Removal and Disposal*
				$	10,000,000	Leasehold Interest
				$	10,000,000	Per Location - Miscellaneous Personal Property - Excluding Earth Movement and Flood
				$	10,000,000	Per Location - Miscellaneous Scheduled Locations
					10,000,000	Per Location - Miscellaneous Unnamed Locations - Excluding Earth Movement and Flood
					Policy Limit	On Premises Services
				$	10,000,000	Off Premises Storage for Property under Construction - Excluding Earth Movement and Flood
					Policy Limit	Operating Testing - Excluding stock or material manufactured or processed by the insured
					25,000	Professional Fees - Plus 50% of the amount recoverable under this coverage in excess of $25,000
					Policy Limit	Protection and Preservation of Property
					Policy Limit	Related Reported Values
					Policy Limit	Rental Insurance
					Policy Limit	Research and Development
					25,000	Combined - Service Interruption

						Incoming services consisting of electricity, gas, fuel, steam, water, refrigeration or from the lack of outgoing sewerage service by reason of any accidental occurrence to the facilities of the supplier of such service
						Excluding Earth Movement in Group A Counties of the New Madrid Seismic Zone and Flood in High Hazard Zone
					10,000,000	Soft Costs
					Policy Limit	Tax Treatment of Profits
					Policy Limit	Temporary Removal of Property
				$	10,000,000	Transportation
				$	10,000,000	Valuable Papers and Records



Property						*Terrorism Coverage:*
(Continued)						Terrorism and Non Certified Act of Terrorism*

						Non Certified Act of Terrorism Applies within the United States, its Territories and Possessions, and Puerto Rico
						The Deductible would Apply as Respects Non-Certified Act of Terrorism
						Coverage applies to locations specifically described on the Schedule of Locations at Miscellaneous Unnamed Locations and property covered Miscellaneous Personal Property and Off Premises Storage for Property Under Construction

						Excluding Dependent Time Element, Extended Period of Liability; Ingress/Egress; Protection and Preservation of Property; and Service Interruption

						These limits shall not include the Actual Cash Value portion of fire damage caused by Terrorism.

				$	250,000,000	Property Damage and Time Element Combined
						But not to Exceed:

				$	5,000,000	Property Damage and Time Element Combined outside the United States, its Territories and Possessions, and Puerto Rico
				$	1,000,000	For Miscellaneous Personal Property, Miscellaneous Unnamed Locations, Off Premises Storage for Property under Construction and Temporary Removal of Property for Property Damage and Time Element Combined
				$	1,000,000	For Flood Property Damage and Time Element combined when caused by or resulting from Terrorism and Non Certified Act of Terrorism Combined

						Time Element limit:
						12 month period of liability, subject to the Terrorism and Non Certified Act of Terrorism limit shown above

						Please see policy for Terrorism terms and conditions upon the expiration of the Terrorism Risk Insurance Act of 202
						* Limits shown are policy year aggregates

						*Waiting Periods*
					24 Hours	Service Interruption
					48 Hours	Data, Programs or Software Waiting Period - for Malicious Introduction of a Machine Code or Instruction
					48 hours	Computer Systems - Non Physical Damage

						Deductibles
				$	100,000	Policy deductible Combined All Coverages
						Except as Follows:
					2 Day Equivalent Combined on All Coverages	Computer Systems - Non Physical Damage and Data, Programs or Software as respects loss or damage caused by the malicious introduction of a machine code or instruction. Includes all locations where Time Element Loss ensues, subject to a minimum of $100,000
					Greater of the Policy Deductible, or if applicable, the Location Deductible	Terrorism Coverage and the Actual Cash Value portion of fire damage caused by Terrorism - Per Location

						As respects locations I the United States, it’s territories and possessions and the Commonwealth of Puerto Rico, upon the expiration of the Terrorism Risk Insurance Act of 2002, the following deductible shall apply:

					1%	Earthquake in Group A counties of the New Madrid Seismic zone - Per Location - 1% Separate Property

						Damage/Time Element
						Includes all locations where Time Element loss ensue3s, subject to a minimum of $100,000 USD per location, combined all coverages and a maximum of $1,000,000 per location combined all coverages

				$	100,000	Wind as respects the Northeast Wind Area - Per Location - Combined All Coverages

					3%	Separate Property Damage/Time Element - Wind as respects the Tier I Wind Area - Per Location
						Includes all Locations where Time Element loss ensues, subject to a minimum of $100,000 per location, Combined All Coverages

					2%	Separate Property Damage/Time Element - Wind as respects the Tier II Wind Area - Per Location
						Includes all Locations where Time Element loss ensues, subject to a minimum of $100,000 per location, Combined All Coverages


Motor Truck Cargo	Hartford Fire Insurance Company	84MSRY8907K3	4/5/05 to 4/5/06	$	250,000	Limit
$2,525				$	1,000	Deductible



Umbrella Liability	American Guarantee	AUC-9378827-02	2/12/06 to 2/12/07	$	25,000,000	Per Occurrence
$460,056	& Liability Insurance Co.			$	25,000,000	General Aggregate - Per Location
				$	25,000,000	Products/Completed Operation Aggregate



Excess Umbrella	Great American Assurance Co.	EXC574971101	2/11/06 to 2/12/07		0	Limit of Excess Insurance
$2,525				$	25,000,000	Each occurrence and
					25,000,000	In the aggregate, annually, and where applicable, which shall be excess of limits

				$	25,000,000	Each occurrence and
				$	25,000,000	In the aggregate, annually, and where applicable, which, in turn, shall be excess of scheduled primary underlying limits of insurance


Workers’ Compensation	Zurich-American Ins. Co.	WC9378818-02	2/13/06 to 2/12/07			*Coverage A:*
$2,525		AOS-Ded.		$	Statutory	AOS, WI
					25,000,000	OH Excess
						*Coverage B:*
				$	1,000,000	Bodily Injury by Accident - Each Accident
				$	1,000,000	Bodily Injury by Disease - Each Accident
					1,000,000	Bodily Injury by Disease - Policy Limit

						DEDUCTIBLE:
					2150
					250,000	Each Accident (Bodily Injury by disease) - AOS, WI
				$	25,0000	Each Accident (Bodily Injury by Accident) - AOS, WI
						Allocated Loss Adjustment Expense are included in Deductible amount, but does not erode the policy limits
						SELF-INSURED RETENTION:
				$	250,000	Allocated Loss Adjustment Expenses erode the Self-Insu7red Retention -- OH
Foreign Liability DIC Package	ACE USA Ins. Co.	PHF 073610	2/12/06 to 2/12/07			*General Liability*
$33,819				$	1,000,000	Each Occurrence
				$	1,000,000	Products/Completed Operations Aggregate
				$	1,000,000	Personal and Advertising Injury
				$	1,000,000	Premises Damage Limit (Each Occurrence)
				$	10,000	Medical Expense Limit (Any One Person)

						*Auto Liability*
				$	1,000,000	Each Accident
						(Owned, Hired, and Non-Owned autos covered)

						Automobile Medical Payments
				$	10,000	Per Person
				$	20,000	Per Accident

						Hired Auto Physical Damage Coverage
				$	1,000	For Any One Accident
				$	10,000	Any One Policy period
						(Hired Auto Covered)

						*Employee Benefits Liability Endorsement - Claims Made*
				$	1,000,000	Each Claim
				$	1,000,000	Annual Aggregate

				$	1,000	DEDUCTIBLE (Each Claim) -- Employee Benefits
						*Employee Dishonesty Coverage*
				$	5,000	Limit of Insurance

				$	1,000	DEDUCTIBLE (Per Occurrence) - Employee Dishonesty


FOREIGN	ACE USA Ins. Co.	PHF 073610	2/12/04 to 2/12/05			*Money and Securities*
Liability (Continued)				$	5,000	Limit of Insurance - On the Premises
				$	5,000	Limit of Insurance - Off the Premises

				$	1,000	DEDUCTIBLE (Per Occurrence)

						*Employers Responsibility Coverages*
						Benefits for Voluntary Compensation
					State of Hire	North Americans
					Country of Origin	Third Country Nationals
					Country of Origin	Local Nationals

						Executive Assistance (Including Repatriation)
				$	500,000	Policy Limit

						Employers Liability
				$	1,000,000	Bodily Injury by Accident - Each Accident
				$	1,000,000	Bodily Injury by Disease including by "endemic disease" - Each Employee
				$	1,000,000	Bodily Injury by Disease including by "endemic disease" - Each Employee


Workplace Violence	Federal Insurance Company	6800-4215	2/12/06 to 2/12/07	$	1,000,000	Limit
$3,000				$	-	DEDUCTIBLE

Schedule 3.21 - Acquisition Documents

I. Exhibits, Schedules, Annexes and Attachments to Acquisition Agreement

A. Exhibits

(1)	Exhibit 4.1	Transition Services Agreement
(2)	Exhibit 6.2	Kroy Fair Bluff Cap Ex Schedule
(3)	Exhibit 6.6(b)	Third Party Consents
(4)	Exhibit 6.16(a)	Obligations of Nortek to be Released at Closing
(5)	Exhibit 6.16(b)	Contracts for Nortek to Novate or Assign
(6)	Exhibit 6.17	Indebtedness to Remain Outstanding at Closing
(7)	Exhibit 6.20	List of Contracts to be Novated Prior to Sale of a Nortek Business
(8)	Exhibit 6.22	Transfer of CWD
(8)	Exhibit 8.2(f)	Indemnified Leases
(10)	Exhibit 9	Net Working Capital Calculation

B. Schedules

(1)	Schedule 2.1	Organization and Qualifications; Subsidiaries.
(2)	Schedule 2.6	No Conflict; Required Filings and Consents
(3)	Schedule 2.7	Compliance with Law
(4)	Schedule 2.9	Absence of Certain Changes or Events
(5)	Schedule 2.11	Absence of Litigation
(6)	Schedule 2.12	Employee Benefit Plan
(7)	Schedule 2.13	Employer Relation
(8)	Schedule 2.14	Material Contracts
(8)	Schedule 2.16	Title of Properties
(10)	Schedule 2.17	Insurance
(11)	Schedule 2.20	Taxes
(12)	Schedule 2.21	Environmental Matters
(13)	Schedule 2.22	Real Estate
(14)	Schedule 2.23	Intellectual Property

C. Agreements, Certificates, Letters, or other Documents Contemplated by Acquisition Agreement

(1)	Equity Commitment Letter, dated as of December 19, 2003, among Caxton-Iseman Capital, Inc. and CI Investment Holdings, Inc.
(2)	Transition Services Agreement
(3)	Executive Participation Agreement, dated as of December 19, 2003, among Caxton-Iseman Capital, Inc., CI Investment Holdings, Inc. and Lee Meyer, and Annexes attached thereto.

1.1.1	Executive Participation Agreement, dated as of December 19, 2003, among Caxton-Iseman Capital, Inc., CI Investment Holdings, Inc. and Shawn Poe, and Annexes attached thereto
1.1.2	Executive Participation Agreement, dated as of December 19, 2003, among Caxton-Iseman Capital, Inc., CI Investment Holdings, Inc. and John Wayne, and Annexes attached thereto.
1.1.3	Executive Participation Agreement, dated as of December 19, 2003, among Caxton-Iseman Capital, Inc., CI Investment Holdings, Inc. and Bryan Sveinson, and Annexes attached thereto.
1.1.4	Executive Participation Agreement, dated as of December 19, 2003, among Caxton-Iseman Capital, Inc., CI Investment Holdings, Inc. and Mark Watson, and Annexes attached thereto.
1.1.5	Asset Purchase and Assumption of Liabilities Agreement, dated as of February 11, 2004 between Broan-Nutone Canada, Inc. and CWD Windows and Doors, Inc.
1.1.6	Subordinated Promissory Note between CWD Windows and Doors, Inc. and Ply Gem Industries, Inc.
1.1.7	Assignment Letter, dated as of February 12, 2004 between Ply Gem Investment Holdings, Inc. (formerly known as CI Investment Holdings, Inc.) and Ply Gem Holdings, Inc. relating to the Acquisition Agreement.
1.1.8	Release and Termination Certificate, dated as of February __, 2004, between Nortek, Inc., Fleet Capital Corporation and Fleet Capital Canada Corporation.
1.1.9	Legal Opinion of Paul, Weiss, Rifkind, Wharton and Garrison LLP
1.1.10	Legal Opinion of Ropes & Gray, LLP
1.1.11	Sellers’ Certificate.
1.1.12	Buyer’s Certificate.
1.1.13	Indenture, dated as of February 12, 2004, among U.S Bank National Association, as trustee, the Borrower, as issuer, and the Loan Parties which are parties thereto.
1.1.14	Note Purchase Agreement , dated as of February 12, 2004, among Ply Gem Investment Holdings, Inc. and the persons listed in Schedule A thereto.
1.1.15	Fleet Reimbursement Agreement, dated as of February 12, 2004 by and among Fleet National Bank, Ply Gem Industries, Inc., Napco, Inc., Variform, Inc. and Kroy Building Products.
1.1.16	Third Amendment to Reimbursement Agreement, dated as of February 12, 2004, by and among Ply Gem Industries, Inc., Great Lakes Window, Inc. and Fifth Third Bank.
1.1.17	Third Amendment to Letter of Credit Agreement, dated as of February 12, 2004, by and among Ply Gem Industries, Inc., Great Lakes Window, Inc. and Fifth Third Bank.
1.1.18	Letters of consents under the following agreements.

1.1.18.1	NFCR Manufacturer License Agreement, dated August 27, 1996, between National Fenestration Rating Council Incorporated and CWD Windows and Doors, for certification of fenestration products.
1.1.18.2	Lease Agreement, dated as of May 21, 1999, between J.K. McKenzie Holdings Ltd. and CWD Windows and Doors a Division of Nutone Canada, Inc., for the lease of space at 11125 - 184th Street, Edmonton, Alberta.
1.1.18.3	Product Service Agreement, dated September 23, 2002, between Canadian Standards Association and CWD Windows and Doors.
1.1.18.4	Letter, dated July 30, 2001, from Canadian Window and Door Manufacturing Association to CWD Windows and Doors
1.1.18.5	Equipment Lease, dated March 5, 2003, between the Bank of Nova Scotia and Broane-Nutone Canada, Inc.
1.1.18.6	Equipment Lease, dated March 5, 2003, between the Bank of Nova Scotia and Broane-Nutone Canada, Inc.
1.1.18.7	Equipment Lease, dated June 28, 2001, between the Bank of Nova Scotia and Broane-Nutone Canada, Inc.
1.1.18.8	Trademark License Agreement between Variform, Inc. and Great Lakes Window, Inc. dated as of April 4, 2003.
1.1.18.9	Master Software License Agreement between Infinium and CWD Windows and Doors.

1.1.19 Novation agreements as to the following:

1.1.19.1	Asset Purchase Agreement, dated as of February 17, 1998, between Wildwood Industries, Inc., Studley Products, Inc. and Studley Canada, Inc.
1.1.19.2	Asset Purchase Agreement, dated as of May 22, 1998, between Idaho Timber Corporation of Albuquerque, Inc. and Sagebrush Sales, Inc.
1.1.19.3	Asset Purchase Agreement, dated as of July 31, 1998, between PGM Products LLC and Ply Gem Industries, Inc.
1.1.19.4	Stock Purchase Agreement, dated as of September 21, 2001, between TPC Acquisition, Inc., Ply Gem Industries, Inc. and Nortek, Inc.
1.1.19.5	Stock Purchase Agreement, dated as of April 2, 2002 between Hoover FRT Acquisition Co. and Ply Gem Industries, Inc.
1.1.19.6	Stock Purchase Agreement, dated as of November 22, 2002, between Alcoa Building Products, Inc., Ply Gem Industries, Inc. and Nortek, Inc.
1.1.19.7	Guarantee, executed by Ply Gem Industries, Inc. on June 28, 1991, in connection with the Lease of Land and Building at 1000 Southview Drive, Mosinee, Wisconsin, dated June 28, 1991, between DeMatteo Construction Co. and SNE Enterprises, Inc.
1.1.19.8	Lease Extension Agreement, made as of August 1, 1992, between Michael J. Chasanoff, Allan Chasanoff, Robert Chasanoff, Stephen G. Chasanoff, Nancy Chasanoff Butler, Sophie Orenstien (as Trustee u/w/o Albert Orenstein, deceased), Stanley Pinto (as Trustee u/w/o Albert Orenstein, deceased) and Samuel Weinberg (as Trustee u/w/o Albert Orenstein, deceased), as Tenants-in-Common, and doing business under the firm name and style of INIP CO., and Ply-Gem Industries, Inc., and Studley Products, Inc, for the extension of the term of the lease, dated May 25, 1982, for the land and building commonly known as 90 Inip Drive, Inwood, New York, until August 31, 2007.
1.1.19.9	Lease Extension Agreement, made as of August 1, 1992, between Michael J. Chasanoff, Allan Chasanoff, Robert Chasanoff, Stephen G. Chasanoff, Nancy Chasanoff Butler, Sophie Orenstien (as Trustee u/w/o Albert Orenstein, deceased), Stanley Pinto (as Trustee u/w/o Albert Orenstein, deceased) and Samuel Weinberg (as Trustee u/w/o Albert Orenstein, deceased), as Tenants-in-Common, and doing business under the firm name and style of INIP CO., and Ply-Gem Industries, Inc., and Studley Products, Inc, for the extension of the term of the lease, dated August 13, 1969 (as amended by agreement dated May 9, 1973, and further amended, modified and restated by a certain Restated Modification of Lease dated August 23, 1973), for the land and building commonly known as 95 Inip Drive, Inwood, New York, until August 31, 2007.
1.1.19.10	Withdrawal liability of Studley Products, Inc. in respect of the Production Service and Sales District Council Pension Fund.

1.1.20 Assignment Agreements as to the following:

1.1.20.1	Merger Agreement, dated as of September 1, 1998, between Napco, Inc. and NVP, Inc., and Nortek, Inc., NTK Acquisition Corp. I and NTK Acquisition Corp. II.
1.1.20.2	Purchase Agreement, dated as of April 6, 1999, between Nortek, Inc., Caradon Limited and Caradon America, Inc.

Schedule 3.24 - MW Acquisition Documents

1. Exhibits, Schedules, Annexes and Attachments to MW Acquisition

1.1 Exhibits

1.1.1	Exhibit A	Capitalization
1.1.2	Exhibit B	Per share amount

1.2 Schedules

1.2.1	Schedule 1	Stockholders
1.2.2	Schedule 2.3	Sample net working capital calculation
1.2.3	Schedule 3.1	Foreign qualifications
1.2.1	Schedule 3.3	Conflicts
1.2.5	Schedule 3.4(e)	Agreements regarding capital stock
1.2.6	Schedule 3.4 (g)	MWM Holding, Inc. Other Business
1.2.7	Schedule 3.5	Subsidiaries
1.2.8	Schedule 3.6	Financial statements
1.2.9	Schedule 3.7	Absence of certain changes
1.2.10	Schedule 3.8	Undisclosed liabilities
1.2.11	Schedule 3.9	Taxes
1.2.12.	Schedule .3.11	Owned real property
1.2.13	Schedule 3.12(a)	Scheduled leases
1.2.14	Schedule 3.12(b)	Defaults under scheduled leases
1.2.15	Schedule 3.12( c)	Leases terminable with less than 30 days’ notice
1.2.16	Schedule 3.13(a)	Registered Intellectual Property
1.2.17	Schedule 3.13(b)	Licenses and other agreements related to Intellectual Property
1.2.18	Schedule 3.14	Labor relations
1.2.19	Schedule 3.15	Employee plans
1.2.20	Schedule 3.15(a)	ERISA affiliates
1.2.21	Schedule 3.15(b)	Title IV plans
1.2.22	Schedule 3.16	Company contracts
1.2.23	Schedule 3.17	Litigation
1.2.24	Schedule 3.18	Environmental matters
1.2.25	Schedule 3.19	Insurance
1.2.26	Schedule 3.20	Finders
1.2.27	Schedule 3.21	Transactions with affiliates
1.2.28	Schedule 3.24	Receivables
1.2.29	Schedule 3.26	Condition of assets and properties
1.2.30	Schedule 6.1	Conduct of business
1.2.31	Schedule 6.10	Agreements not being terminated
1.2.32	Schedule 10.10	Knowledged

2. Agreements, Certificates, Letters, or other Documents Contemplated by MWM Acquisition Agreement

2.1	Equity Commitment Letter, dated as of July 23, 2004, among Caxton-Iseman Capital, Inc. and Ply Gem Investment Holdings, Inc
2.2	Investcorp guarantee among Investcorp S.A. and Ply Gem Industries, Inc., dated as of July 23, 2004.
2.3	Executive Participation Agreement, dated as of July 22, 2004, among Ply Gem Investment Holdings, Inc. and Michael P. Haley, and Annexes attached thereto
2.4	Executive Participation Agreement, dated as of July 22, 2004, among Ply Gem Investment Holdings, Inc. and Mark Montgomery, and Annexes attached thereto.
2.5	Executive Participation Agreement, dated as of July 22, 2004, among Ply Gem Investment Holdings, Inc. and Lynn Morstad, and Annexes attached thereto.
2.6	Executive Participation Agreement, dated as of July 22, 2004, among Ply Gem Investment Holdings, Inc. and Earl Dodson, and Annexes attached thereto.
2.7	Payoff letter executed by Royal Bank of Scotland plc and MW Manufacturers Inc., dated as of August 27, 2004 and all attachments thereto.
2.8	Supplement No. 1, dated as of August 27, 2004 to the Indenture, dated as of February 12, 2004, among U.S Bank National Association, as trustee, the Borrower, as issuer, and the Loan Parties which are parties thereto.
2.9	Note Purchase Agreement , dated as of August 27, 2004, among Ply Gem Industries, Inc. and the persons listed in Schedule A thereto.
2.10	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Tom Dixon.
2.11	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Earl Dodson.
2.12	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Steve Gore.
2.13	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and John Deutchki.
2.14	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Grath Harris.
2.15	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Lynn Morstad.
2.16	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Mike Haley.
2.17	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Eric Martin.
2.18	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and E. Hobson Meeler.
2.19	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Harry Austin.
2.20	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Mark Montgomery.
2.21	Option Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Dana Snyder.
2.22	Warrant Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Garmark Partners, L.P.
2.23	Warrant Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and Madison Capital Funding LLC
2.24	Warrant Cancellation Agreement dated as of July 23, 2004, among MWM Holding, Inc. and The Royal Bank of Scotland PLC
2.25	Legal opinion of Paul, Weiss, Rifkind, Wharton and Garrison LLP.
2.26	Letters of consents under the Truck Lease and Service Agreement dated December 31, 2001 between MW Manufacturers Inc. and Old Dominion Truck Leasing, Inc.

Schedule 3.25 - Alenco Acquisition Documents

1. Exhibits, Schedules, Annexes and Attachments to Alenco Purchase Agreement.

1.1 Exhibits

1.1.1	Exhibit A	Beneficial Sellers
1.1.2	Exhibit B	Escrow Agreement
1.1.3	Exhibit 5.6	Commitment Letter
1.1.4	Exhibit 10.4	Tax Form 4466

1.2 Disclosure Letter Sections

1.2.1	Section 2.3.1	Working Capital
1.2.2	Section 2.4.2	Repaid Closing Indebtedness
1.2.3	Section 2.6(a)	Sellers’ and Beneficial Sellers’ Allocation
1.2.4	Section 2.6(b)	Sellers’ Estimated Purchase Price Allocation
1.2.5	Section 2.6( c)	Sellers’ Post-Closing Purchase Price Allocation
1.2.6	Section 3.4(a)and(c)	Noncontravention
1.2.7	Section 4.1(a)	Alenco Subsidiaries
1.2.8	Section 4.1(b)	Corporate Information
1.2.9	Section 4.2.1	Capital Stock of Parent
1.2.10	Section 4.2.2	Capital Stock of Alenco
1.2.11	Section 4.2.3	Subsidiary Equity Interests
1.2.12	Section 4.4	Noncontravention
1.2.13	Section 4.5(a)	Accounting Principles
1.2.14	Section 4.5(b)	Undisclosed Liabilities
1.2.15	Section 4.6(a)	Absence of Certain Changes or Events Since April 2, 2005
1.2.16	Section 4.6(b)	Absence of Certain Changes or Events Since November 30, 2005
1.2.17	Section 4.7	Taxes
1.2.18	Section 4.8(a)	Employee Claims
1.2.19	Section 4.8(b)	Collective Bargaining Agreements
1.2.20	Section 4.8( c)	Employees
1.2.21	Section 4.9(a)	Employee Benefit Plans
1.2.22	Section 4.9(b)	Plan Matters
1.2.23	Section 4.10	Environmental Matters
1.2.24	Section 4.11	Permits
1.2.25	Section 4.12(a)	Real Property
1.2.26	Section 4.12(b)	Real Property Lease Exceptions
1.2.27	Section 4.12( c)	Title to Assets
1.2.28	Section 4.15(a)	Intellectual Property
1.2.29	Section 4.15(b)	Intellectual Property Licenses
1.2.30	Section 4.15( c)	Intellectual Property Matters
1.2.31	Section 4.16(a)	Material Contracts
1.2.32	Section 4.16(b)	Compliance
1.2.33	Section 4.17	Litigation
1.2.34	Section 4.18	Product Warranty
1.2.35	Section 4.20	Material Suppliers and Customers
1.2.36	Section 4.21	Insurance
1.2.37	Section 4.22	Indebtedness
1.2.38	Section 6.1(a)	Necessary Consents
1.2.39	Section 6.1(i)	Resignations
1.2.40	Section 8.4(d)	Tax Benefit Amount Calculation
1.2.41	Section 11.1	Letters of Credit

2. Agreements, Certificates, Letters, or other Documents Contemplated by Alenco Purchase Agreement

2.1	Payoff letter executed by National City Equity Partners, LLC, dated as of February 10, 2006.

2.2	Payoff letter executed by Massachusetts Mutual Life Insurance Company, Massmutual Corporate Investors, Massmutual Participation Investors, C.M. Life Insurance Company, Tower Square Capital Partners, L.P. and TSCP Selective, L.P., dated as of February 10, 2006.

2.3	Payoff letter executed by National City Bank, dated as of February 24, 2006.

2.4	Nonqualified Stock Option Agreement (Time Vesting) by and between Alenco and W. Brian Redpath, effective May 17, 2004.

2.5	Nonqualified Stock Option Agreement (Time Vesting) by and between Alenco and Charles D. Gessler, effective May 17, 2004.

2.6	Nonqualified Stock Option Agreement (Time Vesting) by and between Alenco and Martin W. Koppers, effective May 17, 2004.

2.7	Nonqualified Stock Option Agreement (Time Vesting) by and between Alenco and Dwight R. Alexander, effective May 17, 2004.

2.8	Nonqualified Stock Option Agreement (Time Vesting) by and between Alenco and Charles Cooper, effective May 17, 2004.

2.9	Nonqualified Stock Option Agreement (Time Vesting) by and between Alenco and James Dean, effective May 17, 2004.

2.10	Nonqualified Stock Option Agreement (Time Vesting) by and between Alenco and Jimmy Cawley, effective May 17, 2004.

2.11	Nonqualified Stock Option Agreement (Time Vesting) by and between Alenco and Mike Anderson, effective May 17, 2004.

2.12	Nonqualified Stock Option Agreement (Performance Vesting) by and between Alenco and W. Brian Redpath, effective May 17, 2004.

2.13	Nonqualified Stock Option Agreement (Performance Vesting) by and between Alenco and Charles D. Gessler, effective May 17, 2004.

2.14	Nonqualified Stock Option Agreement (Performance Vesting) by and between Alenco and Martin W. Koppers, effective May 17, 2004.

2.15	Nonqualified Stock Option Agreement (Performance Vesting) by and between Alenco and Dwight R. Alexander, effective May 17, 2004.

2.16	Nonqualified Stock Option Agreement (Performance Vesting) by and between Alenco and Charles Cooper, effective May 17, 2004.

2.17	Nonqualified Stock Option Agreement (Performance Vesting) by and between Alenco and James Dean, effective May 17, 2004.

2.18	Nonqualified Stock Option Agreement (Performance Vesting) by and between Alenco and Jimmy Cawley, effective May 17, 2004.

2.19	Nonqualified Stock Option Agreement (Performance Vesting) by and between Alenco and Mike Anderson, effective May 17, 2004.

2.20	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and W. Brian Redpath, effective May 17, 2004.

2.21	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and Charles D. Gessler, effective May 17, 2004.

2.22	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and Martin W. Koppers, effective May 17, 2004.

2.23	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and Dwight R. Alexander, effective May 17, 2004.

2.24	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and Charles Cooper, effective May 17, 2004.

2.25	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and James Dean, effective May 17, 2004.

2.26	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and Jimmy Cawley, effective May 17, 2004.

2.27	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and Mike Anderson, effective May 17, 2004.

2.28	Exchange, Nonqualified Stock Option Agreement (Non-Escrow) by and between Alenco and Jennifer Ward, effective May 17, 2004.

2.29	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and W. Brian Redpath, effective May 17, 2004.

2.30	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and Charles D. Gessler, effective May 17, 2004.

2.31	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and Martin W. Koppers, effective May 17, 2004.

2.32	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and Dwight R. Alexander, effective May 17, 2004.

2.33	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and Charles Cooper, effective May 17, 2004.

2.34	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and James Dean, effective May 17, 2004.

2.35	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and Jimmy Cawley, effective May 17, 2004.

2.36	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and Mike Anderson, effective May 17, 2004.

2.37	Exchange, Nonqualified Stock Option Agreement (Escrow) by and between Alenco and Jennifer Ward, effective May 17, 2004.

2.38	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and W. Brian Redpath, effective August 19, 2004.

2.39	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and Charles D. Gessler, effective August 19, 2004.

2.40	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and Martin W. Koppers, effective August 19, 2004.

2.41	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and Dwight R. Alexander, effective August 19, 2004.

2.42	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and Charles Cooper, effective August 19, 2004.

2.43	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and James Dean, effective August 19, 2004.

2.44	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and Jimmy Cawley, effective August 19, 2004.

2.45	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and Mike Anderson, effective August 19, 2004.

2.46	Nonqualified Stock Option Agreement (Exchange Options) by and between Alenco and Jennifer Ward, effective August 19, 2004.

2.47	Warrant No. RW-1, dated May 17, 2004, in the name of Massachusetts Mutual Life Insurance Company, (assigned to AWC Investment, LLC).

2.48	Warrant No. RW-2, dated May 17, 2004, in the name of C.M. Life Insurance Company, (assigned to AWC Investment, LLC).

2.49	Warrant No. RW-3, dated December 6, 1999, in the name of MassMutual Corporate Investors, (assigned to AWC Investment, LLC).

2.50	Warrant No. RW-4, dated December 6, 1999, in the name of MassMutual Participation Investors, (assigned to AWC Investment, LLC).

2.51	Warrant No. RW-5, dated May 17, 2004, in the name of Tower Square Capital Partners, L.P., (assigned to AWC Investment, LLC).

2.52	Warrant No. RW-6, dated May 17, 2004, in the name of TSCP Selective, L.P., (assigned to AWC Investment, LLC).

2.53	Warrant No. RW-7, dated May 17, 2004, in the name of National City Equity Partners, LLC, (assigned to AWC Investment, LLC).

2.54	All certificates evidencing the seventeen thousand six hundred forty-one and sixty-three hundredths (17,641.63) issued and outstanding shares of Class A common stock of AWC Holding Company.

2.55	Letter of resignation of Stephen B. Perry dated as of February [24], 2006.

2.56	Letter of resignation of Eric V. Bacon dated as of February [24], 2006.

2.57	Letter of resignation of Daniel L. DeSantis dated as of February [24], 2006.

2.58	Letter of resignation of William H. Schecter dated as of February [24], 2006.

2.59	Letter of resignation of Ronald H. Neill dated as of February [24], 2006.

2.60	Letter of resignation of Terence C. Sullivan dated as of February [24], 2006.

2.61	Letter of resignation of Kenneth P. Horsburgh dated as of February [24], 2006.

2.62

Certificates of good standing of AWC Holding Company; Alenco Holding Corporation; AWC Arizona, Inc.; Alenco Interests, LLC; Alenco Extrusion Management, LLC; Alenco Building Products Management LLC; Alenco Trans, Inc.; Glazing Industries Management, LLC; New Alenco Extrusion, Ltd.; New Alenco Window, Ltd.; New Glazing Industries, Ltd.; Alenco Extrusion GA, LLC; Aluminum Scrap Recycle, LLC; and Alenco Window GA, LLC.

2.63	Legal opinion of Paul, Weiss, Rifkind, Wharton and Garrison LLP.

2.64	Legal opinion of Calfee, Halter & Griswold LLP.

2.65	Escrow Agreement, dated as of February 24, 2006, among Ply Gem Industries, Inc., FNL Management Corp. and KeyBank, N.A.

2.66	ERISA Side Letter, dated as of February 6, 2006, between Linsalata Capital Partners Fund IV, L.P. and Ply Gem Industries, Inc.

2.67	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and W. Brian Redpath, and Annexes attached thereto.

2.68	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and Charles D. Gessler, and Annexes attached thereto.

2.69	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and Charles Cooper, and Annexes attached thereto.

2.70	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and Martin W. Koppers, and Annexes attached thereto.

2.71	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and James Dean, and Annexes attached thereto.

2.72	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and James Cawley, and Annexes attached thereto.

2.73	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and Michael Anderson, and Annexes attached thereto.

2.74	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and Ron Baker, and Annexes attached thereto.

2.75	Executive Participation Agreement — Purchased Strip, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and Mark Loisel, and Annexes attached thereto.

2.76	Executive Participation Agreement — Purchased Incentive Stock, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and W. Brian Redpath, and Annexes attached thereto.

2.77	Executive Participation Agreement — Purchased Incentive Stock, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and Charles D. Gessler, and Annexes attached thereto.

2.78	Executive Participation Agreement — Purchased Incentive Stock, dated as of February 6, 2006, between Ply Gem Investment Holdings, Inc. and Charles Cooper, and Annexes attached thereto.

2.79	Rollover Agreement, dated May 17, 2004, among Alenco and W. Brian Redpath, Charles D. Gessler, Martin W. Koppers, Dwight R. Alexander, Charles Cooper and James Dean, as amended January 31, 2006.

2.80	Exchange Agreement, dated May 17, 2004, among Alenco and W. Brian Redpath, Charles D. Gessler, Martin W. Koppers, Dwight R. Alexander, Charles Cooper, James Dean, Mike Anderson, Jennifer Ward and Jimmy Cawley, as amended January 31, 2006.

Schedule 4.01(g) - Local Counsel

1.	Ohio	Marshall & Melhorn, LLC Four Seagate, Eighth Floor Toledo, Ohio 43604
2.	Missouri	Lathrop & Gage L.C. 2345 Grand Boulevard Suite 2800 Kansas City, Missouri 64108 Attn: Scott Long 816-460-5806
3.	Pennsylvania	Ballard Spahr Andrews & Ingersoll LLP 1735 Market Street, 51^st Floor Philadelphia, PA 19103-7599 Attn: Frederic Clark 215-665-8500
4.	Mississippi	Brunini, Grantham, Grower & Hewes, LLC 1400 Trustmark Building 248 East Capitol Street Jackson, Mississippi 39201 Attn: Robert D. Drinkwater 601-948-3101
5.	North Carolina	Helms Mulliss Wicker 201 North Tryon Street PO Box 31247 (28231) Charlotte, NC 28202 Attn: Manley W. Roberts Tennessee 704-343-2000
6.	Tennessee	Ortale, Kelley, Herbert & Crawford Third Floor, Noel Place 200 Fourth Avenue North PO Box 198985 Nashville, TN 37219 Attn: Douglas A. Brace 615-256-9999
7.	Virginia	McGuireWoods LLP One James Center 901 East Cary Street Richmond, Virginia 23219-4030 Attn: Charles R. Swartz 804-775-1000
8.	Canada	Bennett Jones LLP 4500 Bankers Hall East 855 2nd Street SW Calgary Alberta Canada T2P 4K7 403-298-3100 Attn: Ronald M. Barron

Schedule 4.01(n)(vi) - Landlord Access Agreements

The following is a list of all properties for which landlord access agreements have been requested:

CWD Windows and Doors

184^th Street NW, Edmonton, Alberta, Canada - Lease Agreement between J.K. McKenzie Holdings, Ltd. and CWD Windows and Doors a Division of NuTone Canada Inc. dated May 21, 1999.

61^st Street, Red Deer, Alberta, Canada - Lease Agreement between Alberta Financial Consultants Ltd., Ramco Development Corporation Ltd. and Broan- NuTone Canada Inc. dated October 26, 1995 and Renewal of Lease Agreement dated March 22, 2001.

6^th Avenue SW, Medicine Hat, Alberta, Canada - Lease Agreements (2) between Century Homes Ltd. and CWD Windows and Doors (Division of Broan- NuTone Canada Inc.) dated December 6, 2001.

666 Henderson Drive, Regina, Saskatoon, Saskatchewan - Lease Agreement between Sun Life Assurance Company of Canada and Broan NuTone Canada Inc. operating as CWD Windows and Doors dated January 1, 2000.

98^th Avenue, Grand Prairie, Alberta, Canada - Lease between Northern Ventures Limited and Broan NuTone Canada Inc. dated July 11, 2003.

Great Lakes Window, Inc.

7171 Reuthinger Road, Toledo, OH (option) - Lease between John F. LaPlante and Judith A. LaPlante, Trustees and Great Lakes Window, Inc. dated November 7, 2003.

745 Washington Street, Toledo, OH - Sort Term Tenancy Agreement between Willis Day, Inc. and Great Lakes Window, Inc. dated July 3, 1995.

Kroy Building Products, Inc.

1857-1859 Evans Road, Cary, NC - Commercial Lease Agreement between DRW Investments, LLC and Kroy Building Products, Inc. dated September 30, 2003.

Thermal-Gard, Inc.

Walnut Street and Third Avenue (Berlin Building), Punxsutawney, PA - Lease Agreement Linda J. Holmes and Anthony Runco, Trustees and Caradon Thermal-Gard, Inc. dated December 1, 1995.

Variform, Inc.

1600 N. State Rte 291, Carefree Industrial Park, Independence, MO - Lease between Woodmen of the World Life Society and Variform, Inc. dated January 25, 2002.

Ply Gem Industries, Inc.

90 Inip Drive, Inwood, NY - Agreement of Lease between Harris Chasanoff, et al. and Ply Gem Industries, Inc. dated May 25, 1982; Lease Extension Agreement dated August 1, 1992; Sublease Agreement between Ply Gem Industries, Inc. and Studley Products, Inc. dated May 28, 1998.

95 Inip Drive, Inwood, NY - Indenture of Lease between Harris Chasanoff, et al. and Ply Gem Industries, Inc. dated August 13, 1969; Modification of Lease dated May 9, 1973; Restated Modification of Lease dated August 23, 1973 and Lease Extension Agreement dated August 1, 1992.

Schedule 4.01(o)(iii) - Title Insurance Amounts

Title Policies

Jurisdiction	Mortgagor on Policy	Policy Date	Policy Number	Title Company	Amount
Mississippi, Lee County	MW Manufacturers Inc.	12/13/2004	FA-31-593050	First American	$1,157,756
Missouri, Clay County	Ply Gem et al	10/12/2004	107542MO6	First American	$5,335,200
North Carolina, Columbus County	Ply Gem et al	12/03/2004	FA-31-947629	First American	$630,000
Pennsylvania, Butler County	Ply Gem et al	10/12/2004	107542PA5	First American	$5,267,000
Tennessee, Marion County	Variform, Inc.	06/21/2005	NCS-110873-NY	First American	$7,681,683
Virginia, Franklin County	Ply Gem et al.	12/08/2004	C294120	First American	$17,650,000

Schedule 6.01(b) - Existing Indebtedness

Fleet LC

Reimbursement Agreement, dated as of February 12, 2004, between Ply Gem Industries, Inc. and its subsidiaries and Fleet Capital Corporation.

Liability of not in excess of $7,500,000, in connection with the withdrawal by Studley Products, Inc. from the Production Service and Sales District Council Pension Fund.

Equipment Lease Agreement, dated as of April 2001, between the Bank of Nova Scotia and CWD Windows and Doors, Inc. (the agreement was initially entered into by Broane-Nutone Canada, Inc. was assumed by CWD Windows and Doors, Inc. on February 2004) for the lease of 4-point vinyl welding machine.

Equipment Lease Agreement, dated as of June 28 2001, between the Bank of Nova Scotia and CWD Windows and Doors, Inc. (the agreement was initially entered into by Broane-Nutone Canada, Inc. was assumed by CWD Windows and Doors, Inc. on February 2004) for the lease of insulated glass assembly line.

Equipment Lease Agreement, dated as of March 5, 2003, between the Bank of Nova Scotia and CWD Windows and Doors, Inc. (the agreement was initially entered into by Broane-Nutone Canada, Inc. was assumed by CWD Windows and Doors, Inc. on February 2004) for the lease of 4-point vinyl welding machine.

Various lease agreements between Shaw GMC Pontiac Buick Hummer Ltd. and CWD Windows and Doors, Inc. with respect to 9 vehicles.

Unpaid merger consideration in the amount of $202,760 payable in connection with the merger of AWC Merger Corp. with and into Alenco Holding Corporation effective October 5, 2004.

Schedule 6.02(c) - Existing Liens

1.	The mortgages, easements, encumbrances and other matters set forth on the schedules to the Title Commitments (as hereinafter defined) and any such matters shown by the Surveys (as hereinafter defined).

“Title Commitments” shall mean the following title commitments issued by First American Title Insurance Company and/or First Canadian Title: (i) marked proforma no. NCS-66583-KCTY, dated as of the Closing Date, referring to the premises located in Kearney, Missouri; (ii) marked proforma no. NCS-66795-PHIL, dated as of the Closing Date, referring to the premises located in Valencia, Pennsylvania; (iii) commitment no. NCS-66797-PHIL, dated as of January 7, 2004, referring to the premises located in Sarver, Pennsylvania; (iv) commitment no. 6006878, dated as of January 22, 2004, referring to the premises located in York, Nebraska; (v) commitment no. 60414, dated as of December 29, 2004, referring to the premises located in Toledo, Ohio; (vi) commitment no. NCS-66796-PHIL, dated as of January 5, 2004, referring to the premises located in Punxsutawney, Pennsylvania; (vii) marked proforma no. 04-15965, dated as of the Closing Date, referring to the premises located in Fairbluff, North Carolina; (viii) commitment no. WCO0000870, dated January 21, 2004, referring to the premises located in Saskatoon, Saskatchewan, Canada; (ix) commitment no. WCO0000870, dated January 21, 2004, referring to the premises located on 48th Street S.E., Calgary, Alberta, Canada; (x) policy no. WCO0000324, dated January 21, 2004, referring to the premises located on 50th Street S.E., Calgary, Alberta, Canada; and (xi) commitment no. NCS-72988, dated as of January February 16, 2004, referring to the premises located in Jasper, Tennessee.

“Surveys” shall mean the following land title surveys: (i) Project No. 20040011/Site 8, prepared by Bock and Clark Corporation (“B&C”), dated January 23, 2004, depicting the premises located in Kearney, Missouri; (ii) Project No. 20040011/Site 6, dated January 21, 2004, prepared by B&C, depicting the premises located in Valencia, Pennsylvania; (iii) Project No. 20040011/Site 11, prepared by B&C, dated January 20, 2004, depicting the premises located in Sarver, Pennsylvania; (iv) Project No. 20040011/Site 4, dated January 23, 2004, depicting the premises located in York, Nebraska; (v) Project No. 20040011/Site 3, prepared by B&C, dated January 22, 2004, depicting the premises located in Toledo, Ohio; (vi) Project No. 20040011/Site 7, dated February 4, 2004, prepared by B&C, depicting the premises located in Punxsutawney, Pennsylvania; (vii) Project No. 20040011/Site 5, dated February 16, 2004, prepared by B&C, depicting the premises located in Fairbluff, North Carolina; (viii) Project No. 20040011/Site 10, dated January 20, 2004, prepared by B&C, depicting the premises located in Saskatoon, Saskatchewan, Canada; (ix) Project No. 04R010274, dated January 26, 2004, prepared by Global Surveys Corp., depicting the premises located on 48th Street S.E., Calgary, Alberta, Canada; and (x) Project No. 04R010274, dated January 26, 2004, prepared by Global Surveys Corp., depicting the premises located on 50th Street S.E., Calgary, Alberta, Canada.

2. The Liens securing the Indebtedness set forth in Schedules 6.01(b) hereof including:

2.1 Fleet LC

·	Reimbursement Agreement, dated as of February 12, 2004, between Ply Gem Industries, Inc. and its subsidiaries and Fleet Capital Corporation.

Real Estate Lease and Sale Contract between Season-All Industries, Inc., Gary Carver and Jeffrey Gandee dated September 14, 1993 in respect of 7501 Orr Road, Charlotte, NC; Amendment to Real Estate Lease and Sale Contract dated July 11, 1995; Second Amendment to Real Estate Lease and Sale Contract dated January 2, 1997; and Third Amendment to Real Estate Lease and Sale Contract dated January 1, 1999.

4.	The following liens registered under CWD Windows and Doors, Inc. personal property:

(a) Registration Number:		04073018386
	Registration Date:	July 30, 2004
	Expiry Date:	July 30, 2009
	Registration Type	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2004 Infiniti G35 Sedan motor vehicle bearing Serial Number JNKCV51564M705963 registered by Serial Number.

(b) Registration Number:		01041819499
	Registration Date:	April 18, 2001
	Expiry Date:	April 18, 2006
	Registration Type	Security Agreement
	Secured Party:	Bank of Nova Scotia
	Collateral Claimed:	A vinyl welding machine bearing Serial Number C05018, an industrial PC with color monitor and disk drive, a foot switch, a special voltage transformer, a free standing sizing device bearing Serial Number 0007 and all present and after-acquired attachments, accessories, repair or replacement parts and other personal or moveable property placed on or added to the collateral and proceeds in all present and after-acquired personal property.

* Please note that this registration was made on April 18, 2001 against Broan-Nutone Canada Inc. and CWD Windows & Doors and was amended on February 18, 2004 to delete CWD Windows & Doors and to add CWD Windows and Doors Inc. as a debtor thereto.

(c) Registration Number:		01062004039
	Registration Date:	June 20, 2001
	Expiry Date:	June 20, 2007
	Registration Type	Security Agreement
	Secured Party:	Bank of Nova Scotia
	Collateral Claimed:	A vertical left to right insulated glass assembly line including all associated parts and accessories and all present and after-acquired attachments, accessories, repair or replacement parts and other personal or moveable property placed on or added to the collateral and proceeds in all present and after-acquired personal property.

* Please note that this registration was made on June 20, 2001 against Broan-Nutone Canada Inc. and CWD Windows & Doors and was amended on February 18, 2004 to delete CWD Windows & Doors and to add CWD Windows and Doors Inc. as a debtor thereto.

(d) Registration Number:		03022822997
	Registration Date:	February 28, 2003
	Expiry Date:	February 28, 2009
	Registration Type	Security Agreement
	Secured Party:	Bank of Nova Scotia
	Collateral Claimed:	A four point welding machine and all present and after-acquired attachments, accessories, repair or replacement parts and other personal or moveable property placed on or added to the collateral and proceeds in all present and after-acquired personal property.

* Please note that this registration was made on February 28, 2003 against Broan-Nutone Canada Inc. and was amended on February 18, 2004 to delete Broan-Nutone Canada Inc. as a debtor thereto and to add CWD Windows and Doors Inc. as a debtor thereto.

(e) Registration Number:		04022321089
	Registration Date:	February 23, 2004
	Expiry Date:	February 23, 2008
	Registration Type	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2004 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25R94B589950 registered by Serial Number.

(f) Registration Number:		04032229371
	Registration Date:	March 22, 2004
	Expiry Date:	March 22, 2010
	Registration Type:	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2004 International 4300 motor vehicle bearing Serial Number 1HTMMAAP85H680118 and a 2005 International 4300 motor vehicle bearing Serial Number 1HTMMAAP85H680118, both of which are registered by Serial Number.

(g) Registration Number:		0405315714
	Registration Date:	May 3, 2004
	Expiry Date:	May 3, 2006
	Registration Type:	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2001 Dodge Dakota motor vehicle bearing Serial Number 1B7HL2AN91S332590 registered by Serial Number.

(h) Registration Number:		04051226100
	Registration Date:	May 12, 2004
	Expiry Date:	May 12, 2007
	Registration Type:	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2005 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25965B122857 registered by Serial Number.

(i) Registration Number:		04052527639
	Registration Date:	May 25, 2004
	Expiry Date:	May 25, 2009
	Registration Type:	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2004 Chevrolet Express Cargo motor vehicle bearing Serial Number 1GCGG25V541181185 registered by serial number.

(j) Registration Number:		04052532100
	Registration Date:	May 25, 2004
	Expiry Date:	May 25, 2008
	Registration Type:	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2005 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25R65B122969 registered by Serial Number.

(k) Registration Number:		04052610955
	Registration Date:	May 26, 2004
	Expiry Date:	May 26, 2007
	Registration Type:	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2005 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25R75B115013 registered by Serial Number.

(l) Registration Number:		04052611037
	Registration Date:	May 26, 2004
	Expiry Date:	May 26, 2008
	Registration Type:	Security Agreement
	Secured Party:	Shaw GMC Pontiac Buick Hummer Ltd.
	Collateral Claimed:	A 2005 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25R75B122916 registered by Serial Number.

5. See attached table.

Debtor	Jurisdiction	Type of filing found	Secured Party	Collateral	Original File Date	Original File Number	Amdt. File Date	Amdt. File Number
Alenco Holding Corporation	Delaware SOS	UCC-1	IBM Credit LLC	Equipment	01/08/2004	40282220
Alenco Holding Corporation	Delaware SOS	UCC-1	National City Commercial Capital Corporation	Equipment	08/25/2005	52644699
Great Lakes Window, Inc.	Ohio SOS	UCC-1	Fifth Third Bank, Central Ohio [assignee]	Equipment	06/22/2001	AP350925
Great Lakes Window, Inc.	Ohio SOS	UCC-1	Fifth Third Bank, Central Ohio [assignee]	Equipment	06/22/2001	AP350926
Great Lakes Window, Inc.	Ohio SOS	UCC-1	LeaseNet Group, Inc.	Equipment	05/07/2004	OH00076984711
Great Lakes Window, Inc.	Ohio SOS	UCC-1	US Bancorp	Equipment	11/03/2004	OH00083157484
Kroy Building Products, Inc.	Delaware SOS	UCC-1	Wells Fargo Financial	Equipment	10/18/2001	11439442
Kroy Building Products, Inc.	Nebraska Business Services Division	UCC-1	General Electric Capital Corporation, Commercial Asset Funding [assignee]	Equipment	03/08/2001	9901122656
Kroy Building Products	Nebraska Business Services Division	UCC-1	CIT Technology Financing Services Inc.	Equipment	10/12/2001	9901171649-9
Kroy Building Products, Inc.	Nebraska Business Services Division	UCC-1	Wells Fargo Equipment Finance, Inc.	Equipment	05/06/2002	9902213730-5
Kroy Building Products, Inc.	Nebraska Business Services Division	UCC-1	American Enterprise Leasing, Inc.	Equipment	01/06/2004	9904311135-6
Kroy Building Products, Inc.	Nebraska Business Services Division	UCC Assignment	Leaf Funding, Inc. [assignee]	Equipment	01/06/2004	9904311135-6	02/19/2004	9904318822-0
Kroy Building Products, Inc.	Nebraska, York County	UCC-1	General Electric Capital Corporation, Commercial Asset Funding [assignee]	Equipment	03/08/2001	Book 340, P. 367
MW Manufacturers Inc.	Delaware SOS	UCC-1	IOS Capital, LLC	Equipment	05/21/2003	31292484
MW Manufacturers Inc.	Delaware SOS	UCC-1	IOS Capital, LLC	Equipment	07/07/2003	31711822
MW Manufacturers Inc.	Delaware SOS	UCC-1	CCA Financial, LLC	Equipment	07/08/2003	31718991
MW Manufacturers Inc.	Delaware SOS	UCC-1	IOS Capital	Equipment	10/08/2003	32732082
MW Manufacturers Inc.	Delaware SOS	UCC-1	Atlas Copco Compressors Inc.	Equipment	04/27/2004	41169293
MW Manufacturers Inc.	Virginia SCC	UCC-1	CIT Communications Finance Corporation	Equipment	09/17/2003	03091772238
MW Manufacturers Inc. (Defendant)	Virginia U.S. Western District Court	Suit re: civil rights, jobs	Carolyn James (Plaintiff)	$100,000	10/11/2005	7:05-cv-00624-jct
MW Manufacturers, Inc.	Virginia, Franklin County Circuit Court (Real estate records)	UCC-1	The Royal Bank of Scotland plc. as Collateral Agent	Fixtures	02/19/2004	0400000011
Napco Inc.	Delaware SOS	UCC-1	Toyota Motor Credit Corporation	Equipment	04/18/2002	21140833
Napco, Inc.	Delaware SOS	UCC-1	Raymond Leasing Corporation	Equipment	05/29/2002	21596786
Napco Inc.	Delaware SOS	UCC-1	Toyota Motor Credit Corporation	Equipment	08/06/2002	22052771
Napco, Inc.	Delaware SOS	UCC-1	Raymond Leasing Corporation	Equipment	02/12/2003	30623044
Napco Inc.	Delaware SOS	UCC-1	National City Leasing Corporation	Equipment	05/14/2003	31531790
Napco, Inc.	Delaware SOS	UCC-1	Toyota Motor Credit Corporation	Equipment	12/18/2003	33345231
Napco, Inc.	Delaware SOS	UCC-1	NMHG Financial Services, Inc.	Equipment	01/13/2004	40090151
Napco, Inc.	Delaware SOS	UCC-1	US Bancorp	Equipment	11/02/2004	43079482
Napco, Inc.	Delaware SOS	UCC-1	Raymond Leasing Corporation	Equipment	11/18/2005	53661114
Napco, Inc.	Pennsylvania SOS	UCC-1	The CIT Group/ Equipment Financing, Inc. [assignee]	Equipment	10/10/1996	25940845
Napco, Inc.	Pennsylvania SOS	UCC Continuation	The CIT Group/ Equipment Financing, Inc. [assignee]	Equipment	10/10/1996	25940845	06/26/2001	34100224
Napco, Inc.	Pennsylvania SOS	UCC-1	CFC Investment Company	Equipment	04/08/2002	36100385
Napco Inc.	Pennsylvania SOS	UCC-1	CFC Investment Company	Equipment	07/05/2002	36420652
Napco	Pennsylvania SOS	UCC-1	International Material Control Systems, Inc.	Equipment	08/19/2002	36551024
Napco Inc.	Pennsylvania SOS	UCC-1	Motion Industries Inc.	Consigned inventory	08/15/2003	20030777299
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007611070
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007611070	04/21/2005	05-00126449
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007611181
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007611181	04/21/2005	05-00126447
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007611414
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007611414	04/21/2005	05-00126445
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007611525
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007611525	04/21/2005	05-00126442
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007611636
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007611636	04/21/2005	05-00126441
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007611858
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007611858	04/21/2005	05-00126439
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007611969
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007611969	04/21/2005	05-00126401
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007612091
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007612091	04/21/2005	05-00126402
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007612213
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007612213	04/21/2005	05-00126404
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007612324
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007612324	04/21/2005	05-00126405
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007621192
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007621192	04/21/2005	05-00126407
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007621203
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007621203	04/21/2005	05-00126410
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007621314
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007621314	04/21/2005	05-00126412
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007621425
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007621425	04/21/2005	05-00126413
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007621536
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007621536	04/21/2005	05-00126415
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007621869
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007621869	04/21/2005	05-00126416
New Alenco Window, Ltd.	Texas SOS	UCC-1	Mobilease, Inc.	Equipment	03/10/2005	05-0007621970
New Alenco Window, Ltd.	Texas SOS	UCC Amendment Adds secured party	Mobilease, Inc. and Hibernia National Bank	Equipment	03/10/2005	05-0007621970	04/21/2005	05-00126417
Patriot Manufacturing, Inc.	New Jersey Dept. of Treasury Commercial Recording	UCC-1	Leasevest Capital Corp.	Equipment	08/05/1999	1922271
Patriot Manufacturing, Inc.	New Jersey Dept. of Treasury Commercial Recording	UCC Continuation	Leasevest Capital Corp.	Equipment	08/05/1999	1922271	08/04/2004	1922271
Patriot Manufacturing, Inc.	New Jersey Dept. of Treasury Commercial Recording	UCC-1	Associates Commercial Corporation	Equipment	03/16/2001	2030719
Patriot Manufacturing, Inc.	New Jersey Dept. of Treasury Commercial Recording	UCC-1	IBM Credit LLC	Equipment	10/08/2003	21835506
Ply Gem Industries, Inc.	Delaware SOS	In-Lieu UCC-1	PNC Bank, Ohio, N.A., as Trustee and Fifth Third Bank of Northwestern Ohio	Mortgaged property (original filing in Wood County, Ohio)	09/05/2001	11108104
Ply Gem Industries, Inc.	Delaware SOS	UCC Assignment	Chase Manhattan Trust Company, N.A. [Assignee]	Mortgaged property (original filing in Wood County, Ohio)	09/05/2001	11108104	02/08/2002	20565154
Ply Gem Industries, Inc.	Delaware SOS	In-Lieu UCC-1	Chase Manhattan Trust Company, N.A.	Mortgaged property (original filing in Ohio SOS)	12/12/2001	20173231
Ply Gem Industries, Inc.	Delaware SOS	UCC-1	General Electric Capital Corporation	Equipment	08/30/2004	42435743
Variform, Inc. (Defendant)	Maryland U.S. Northern District Court	Suit re: diversity, breach of contract	D.M. Bowman, Inc. (Plaintiff)	$359,000	04/01/2005	1:05-cv-00892-BEL
Variform, Inc.	Missouri SOS	UCC-1	Wells Fargo Financial	Equipment	01/02/2001	20018070700A
Variform, Inc.	Missouri SOS	UCC-1	Wells Fargo Financial	Equipment	01/02/2001	20018070702C
Variform	Missouri SOS	UCC-1	Conseco Fiance Vendor Services [assignee]	Equipment	02/09/2001	4133063
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corp. [assignee]	Equipment	06/04/2001	4172405
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	07/19/2001	2001-8004652
Variform, Inc.	Missouri SOS	UCC-1	Clune Equipment Leasing, LC	Equipment	12/17/2001	20018066392C
Variform, Inc.	Missouri SOS	UCC-1	Telimagine, Inc.	Equipment	12/31/2001	20018070520A
Variform, Inc.	Missouri SOS	UCC-1	Telimagine, Inc.	Equipment	12/31/2001	20018070560A
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	03/08/2002	20020035745G
Variform, Inc.	Missouri SOS	UCC-1	Winthrop Resources Corporation	Equipment	05/02/2002	20020061726H
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	06/21/2002	20020061463E
Variform, Inc.	Missouri SOS	UCC-1	Winthrop Resources Corporation	Equipment	11/12/2002	20020123632B
Variform, Inc.	Missouri SOS	UCC-1	Dell Financial Services	Equipment	02/03/2003	20030011455B
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	03/17/2003	20030026774B
Variform, Inc.	Missouri SOS	UCC-1	General Electric Capital Corporation	Equipment	03/19/2003	20030027871A
Variform, Inc.	Missouri SOS	UCC-1	Winthrop Resources Corporation	Equipment	03/31/2003	20030033179K
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	04/11/2003	20030037810F
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	05/30/2003	20030037438C
Variform, Inc.	Missouri SOS	UCC-1	GATX Technology Services Corporation	Equipment	08/04/2003	20030080735K
Variform, Inc.	Missouri SOS	UCC Amendment Restates collateral	GATX Technology Services Corporation	Equipment	08/04/2003	20030080735K	10/06/2003	20030104278J
Variform, Inc.	Missouri SOS	UCC-1	Toyota Motor Credit Corporation	Equipment	11/13/2003	20030117425G
Variform, Inc.	Missouri SOS	UCC-1	Winthrop Resources Corporation	Equipment	11/21/2003	20030120423J
Variform, Inc.	Missouri SOS	UCC-1	Telimagine, Inc.	Equipment	01/05/2004	20040000440F
Variform, Inc.	Missouri SOS	UCC-1	GATX Technology Services Corporation	Equipment	01/30/2004	20040010757H
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	03/19/2004	20040029243H
Variform, Inc.	Missouri SOS	UCC-1	General Electric Capital Corporation	Equipment	03/26/2004	20040032061K
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	06/08/2004	20040062058J
Variform, Inc.	Missouri SOS	UCC-1	General Electric Capital Corporation	Equipment	11/11/2004	20040118069B
Variform, Inc.	Missouri SOS	UCC-1	Winthrop Resources Corporation	Equipment	01/06/2005	20050004786C
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	02/17/2005	20050016313B
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	02/17/2005	20050016314C
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	04/21/2005	20050043026C
Variform, Inc.	Missouri SOS	UCC-1	Raymond Leasing Corporation	Equipment	06/23/2005	20050066037M
Variform, Inc.	Missouri SOS	UCC-1	Toyota Motor Credit Corporation	Equipment	08/08/2005	20050081465B
Variform, Inc.	Missouri SOS	UCC-1	Winthrop Resources Corporation	Equipment	12/01/2005	20050120610J
Variform, Inc.	Missouri SOS	UCC-1	ADCO Technology Solutions, LLC	Equipment	01/24/2006	20060011029B
Variform, Inc.	Missouri SOS	UCC-1	ADCO Technology Solutions, LLC	Equipment	01/24/2006	20060011030E
Variform, Inc.	Missouri SOS	UCC-1	ADCO Technology Solutions, LLC	Equipment	01/24/2006	20060011032G
Variform, Inc.	Missouri SOS	UCC-1	ADCO Technology Solutions, LLC	Equipment	01/24/2006	20060011033H
Variform, Inc.	Missouri SOS	UCC-1	ADCO Technology Solutions, LLC	Equipment	01/24/2006	20060011034J
Variform, Inc.	Missouri SOS	UCC-1	ADCO Technology Solutions, LLC	Equipment	01/24/2006	20060011035K
Variform, Inc.	Missouri SOS	UCC-1	ADCO Technology Solutions, LLC	Equipment	01/24/2006	20060011036M
Variform, Inc.	Tennessee SOS	UCC-1	Raymond Leasing Corporation [assignee]	Equipment	04/10/2001	101-023651
Variform, Inc.	Tennessee SOS	UCC-1	Raymond Leasing Corporation	Equipment	08/13/2001	201-076118
Variform, Inc.	Tennessee SOS	UCC-1	Green Tree Vendor Services Grp [assignee]	Equipment	01/21/2000	300-004512
Variform, Inc.	Tennessee SOS	UCC Assignment	Wells Fargo Financial Leasing, Inc. [assignee]	Equipment	01/21/2000	300-004512	02/12/2001	201-051392
Variform, Inc.	Tennessee SOS	UCC-1	Pitney Bowes Credit Corporation	Equipment	03/31/2000	300-018892
Variform, Inc.	Tennessee SOS	UCC-1	Raymond Leasing Corporation [assignee]	Equipment	11/03/2000	300-059595
Variform, Inc.	Tennessee, Marion County Register of Deeds (Real estate records)	UCC-1	General Electric Capital Corportion	Equipment	03/19/2003	70927; Book 320, P. 549
Variform, Inc.	West Virginia, Berkeley County (Real estate records)	UCC-1	General Electric Capital Corporation	Equipment	Book 01215, P. 00539

Schedule 6.04(b) - Existing Investments

1.	From time to time, employees of MW Companies receive loans pursuant to MW Manufacturers Inc. Relocation Guidelines with a term of not greater than 6 months. The current aggregate outstanding amount is less than $30,000.

Schedule 6.09(n) - Existing Affiliate Agreements

1.	From time to time, employees of MW Companies receive loans pursuant to MW Manufacturers Inc. Relocation Guidelines with a term of not greater than 6 months. The current aggregate outstanding amount is less than $30,000.

EXHIBIT B

[Form of]

Assignment and Assumption

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including participations in any Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: ______________________________

2. Assignee: ______________________________

[and is an Affiliate/Lender Affiliate of [identify Lender]⁵ ]

3. Borrowers: Ply Gem Industries, Inc. and CWD Windows and Doors, Inc.

4. Administrative Agent: UBS AG, Stamford Branch, as the administrative agent under the Credit Agreement

5. Credit Agreement: The Credit Agreement dated as of February 12, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time) among PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC. a Delaware corporation (“Parent”), the Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned⁶	Percentage Assigned of Commitment/Loans⁷
Existing U.S. Term	$[170,000,000]	$	%
Canadian Term	$[30,000,000]	$	%
Revolving Loans	$[70,000,000]	$	%
Additional U.S. Term Loan	$[111,000,000]	$	%

[Page break]

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]⁸

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:______________________________

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:______________________________

Title:

Consented to and Accepted:

PLY GEM INDUSTRIES, INC.⁹

By:

Name:

Title:

UBS AG, STAMFORD BRANCH,

as Administrative Agent [and Issuing Bank]¹⁰

By:

Name:

Title:

By:

Name:

Title:

[UBS LOAN FINANCE,

as Swingline Lender

By:

Name:

Title:

By:

Name:

Title:]¹¹

ANNEX 1 to Assignment and Assumption

PLY GEM INDUSTRIES, INC. AND CWD WINDOWS AND DOORS, INC.

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of Parent, each of the Borrowers, any of their Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by Parent, each of the Borrowers, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 4.01(e) or 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption an Administrative Questionnaire in the form of Exhibit A to the Credit Agreement, (vi) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.15 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by, the law of the State of New York without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction.

⁵ Select as applicable.

⁶ Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁷ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

⁸ This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees.

⁹ To be completed to the extent consent is required under Section 11.04(b).

¹⁰ Reference to Issuing Bank required for an assignment of Revolving Commitments.

¹¹ Reference to Swingline Lender required for an assignment of Revolving Commitments.

EXHIBIT C-1

[Form of]

U.S. BORROWING REQUEST

UBS AG, Stamford Branch,

as Administrative Agent for

the Lenders referred to below,

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: [ ]

Re: PLY GEM INDUSTRIES, INC.

[Date]

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of February 12, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”) PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank. U.S. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:

(A) Class of Borrowing	[Revolving Borrowing] [Existing U.S. Term Loan Borrowing] [Swingline Loan] [Additional U.S. Term Loan Borrowing]
(B) Principal amount of Borrowing¹²
(C) Date of Borrowing (which is a Business Day)
(D) Type of Borrowing	[ABR] [Eurodollar]¹³
(E) Interest Period and the last day thereof¹⁴
(F) Funds are requested to be disbursed to U.S. Borrower’s account with UBS AG, Stamford Branch (Account No. ).

U.S. Borrower hereby represents and warrants that the conditions to lending specified in Sections 4.02(b), (c) and (d) of the Credit Agreement are satisfied as of the date hereof.

[Signature Page Follows]

PLY GEM INDUSTRIES, INC.

By:

Name:

Title: [Responsible Officer]

¹² ABR and Eurodollar Loans must be in an amount that is at least $2.5 million and an integral multiple of $500,000 or equal to the remaining available balance of the applicable Commitments.

¹³ Shall be ABR for Swingline Loans.

¹⁴ Shall be subject to the definition of “Interest Period” in the Credit Agreement.

EXHIBIT D

[Form of]

COMPLIANCE CERTIFICATE

I, [ ], the [Financial Officer] of U.S. BORROWER (in such capacity and not in my individual capacity), hereby certify that, with respect to that certain Credit Agreement dated as of February 12, 2004 (as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank:

a. [Attached hereto as Schedule 1 are detailed calculations¹⁵ demonstrating compliance by U.S. Borrower with Sections 6.07(f) and 6.10 of the Credit Agreement. U.S. Borrower is in compliance with such Sections as of the date hereof.] [Attached hereto as Schedule 2 are detailed calculations setting forth the U.S. Borrower’s Excess Cash Flow.]¹⁶ [Attached hereto as Schedule 3 is the report of [accounting firm].]¹⁷

b. The Borrower was in compliance with each of the covenants set forth in Section 6.10 of the Credit Agreement at all times during and since [ ].

c. No Default has occurred under the Credit Agreement which has not been previously disclosed, in writing, to the Administrative Agent pursuant to a Compliance Certificate.

Dated this [ ] day of [ ], 20[ ].

PLY GEM INDUSTRIES, INC.

By:

Name:

Title: [Financial Officer]

SCHEDULE 1

Financial Covenants

	(A) Total Leverage Ratio: Consolidated Indebtedness to Consolidated EBITDA
	Consolidated Indebtedness for the four quarter period ended [ ], 20[ ]
	Consolidated EBITDA
	Consolidated Indebtedness to Consolidated EBITDA	[ ]:1.00
	Covenant Requirement	No more than [ ]:1.00
	(B) Consolidated Interest Coverage Ratio: Consolidated EBITDA to Cash Interest Expense
	Consolidated EBITDA
	Cash Interest Expense calculation:
	Consolidated Interest Expense¹⁹
	The sum of: (a) total consolidated interest expense (less interest income) under GAAP;
	(b) imputed interest expense on Capital Lease Obligations;
	(c) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings;
	(d) cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than U.S. Borrower or a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust;
	(e) all interest paid or payable with respect to discontinued operations;
	(f) the cash interest portion of any deferred payment obligations;
	(g) all cash interest with respect to Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property;
	(h) all cash interest with respect to Contingent Obligations in respect of Indebtedness of others
	Less:
	(x) the amortization during such period of other capitalized financing costs²⁰
	(y) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind

	Cash Interest Expense
	Consolidated EBITDA to Cash Interest Expense	[ ]:1.00
	Covenant Requirement	Greater than or equal to [ ]:1.00
	(C) Capital Expenditures
	Capital Expenditures made
	Capital Expenditures permitted
	CapEx Carryforward Amount
	Net Cash Proceeds of Excluded Issuances
	Covenant Requirement	No more than [ ]²¹
	(D) Excluded Issuances Uses:

[SCHEDULE 2]

	Excess Cash Flow Calculation:
	Consolidated EBITDA for fiscal year ended [ ], 20[ ], minus
	(a) Debt Service for such Excess Cash Flow Period actually paid;
	(b) Capital Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following item was previously delivered) that are paid in cash;
	(c) [Capital Expenditures that U.S. Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that a certificate is delivered in accordance with the Credit Agreement] [the CapEx Carryforward Amount for such Excess Cash Flow Period less the CapEx Carryforward Amount from the prior Excess Cash Flow Period that is not used in such Excess Cash Flow Period];²²
	(d) the aggregate amount of investments made in cash during such period pursuant to Sections 6.04(e), (i), (j), (k) and (m) (other than investments made with Excluded Issuances;
	(e) taxes that were paid in cash during such Excess Cash Flow Period or will be paid within six months after the end of such Excess Cash Flow Period and for which reserves have been established;
	(f) Permitted Tax Distributions that are paid during the respective Excess Cash Flow Period or will be paid within six months after the close of such Excess Cash Flow Period;
	(g) the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period;
	(h) losses excluded from the calculation of Consolidated Net Income by operation of clause (c) or (g) of the definition thereof that are paid in cash during such Excess Cash Flow Period;
	(i) to the extent added to determine Consolidated EBITDA, all items that did not result from a cash payment during such Excess Cash Flow Period;
	(i) to the extent added to determine Consolidated EBITDA, costs and expenses incurred with the Acquisition and the MW Acquisition;
	(j) permanent repayments and prepayments of Indebtedness (other than the Obligations) made during such fiscal year to the extent funded with internally generated funds;²³
	plus:
	(i) the difference, if positive, of the amount of Net Working Capital at the end of the prior Excess Cash Flow Period over the amount of Net Working Capital at the end of such Excess Cash Flow Period
	(ii) all proceeds received during such Excess Cash Flow Period of any Indebtedness to the extent used to finance any Capital Expenditure (other than Indebtedness under the Credit Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such borrowings);
	(iii) to the extent any permitted Capital Expenditures referred to in (c) above do not occur in the Excess Cash Flow Period specified in the certificate of U.S. Borrower provided pursuant to (c) above, such amounts of Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;
	(iv) any return of capital on or in respect of investments received in cash during such period other than proceeds of an Asset Sale, which investments were made pursuant to Section 6.04(e), (i), (j), (k) or (m) (other than investments made from Excluded Issuances);
	(v) income or gain excluded from the calculation of Consolidated Net Income by operation of clause (c) or (g) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to Section 2.10);
	(vi) if deducted in the computation of Consolidated EBITDA, interest income; and
	(vii) to the extent subtracted in determining Consolidated EBITDA, all items that did not result from a cash payment by U.S. Borrower or any of its Subsidiaries on a consolidated basis during such Excess Cash Flow Period.
	Excess Cash Flow

¹⁵ To accompany annual and quarterly financial statements only. Which calculations shall be in reasonable detail satisfactory to the Administrative Agent.

¹⁶ To accompany annual financial statements only.

¹⁷ To accompany annual financial statements only. The report must opine or certify that, with respect to its regular audit of such financial statements, which audit was conducted in accordance with GAAP, the accounting firm obtained no knowledge that any Default, insofar as it relates to financial or accounting matters, has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof.

¹⁸ If a Default shall have occurred, an explanation specifying the nature and extent of such Default shall be provided on a separate page together with an explanation of the corrective action taken or proposed to be taken with respect thereto.

¹⁹ Calculated on a Pro Forma Basis for the Acquisition, the MW Acquisition, any Permitted Acquisitions, each Permitted Sale and Leaseback Transaction and other Asset Sales in excess of $3.0 million

²⁰ Shall not exceed 5% of the cost of the transactions giving rise thereto, except in the case of the Transactions or the Second Amendment Transactions

²¹ Add total from previous three items.

²² Indicate which option is selected

²³ Any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period

EXHIBIT F

[Form of]

JOINDER AGREEMENT

Reference is made to the Credit Agreement, dated as of February 12, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

W I T N E S S E T H:

WHEREAS, the Guarantors have entered into the Credit Agreement and the Security Agreement in order to induce the Lenders to make the Loans and the Issuing Bank to issue Letters of Credit to or for the benefit of the Borrowers;

WHEREAS, pursuant to Section 5.10[(b)][(c)] of the Credit Agreement each Subsidiary (other than certain Foreign Subsidiaries and any Non-Guarantor Subsidiary) that was not in existence on the date of the Credit Agreement is required to become a Guarantor under the Credit Agreement by executing a Joinder Agreement. The undersigned Subsidiary (the “New Guarantor”) is executing this joinder agreement (“Joinder Agreement”) to the Credit Agreement [in order to induce the U.S. Lenders to make additional Revolving Loans and the Issuing Bank to issue Letters of Credit and] as consideration for the Loans previously made [and Letters of Credit previously issued].

NOW, THEREFORE, the Administrative Agent, Collateral Agent and the New Guarantor hereby agree as follows:

1. Guarantee. In accordance with Section 5.10[(b)][(c)] of the Credit Agreement, the New Guarantor by its signature below becomes a [Canadian Subsidiary Guarantor] [U.S. Guarantor] under the Credit Agreement with the same force and effect as if originally named therein as such a Guarantor and hereby guarantees the prompt payment in full of the [Canadian] Obligations.

2. Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and provisions of the Credit Agreement applicable to it as such a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof, except to the extent such representations expressly relate to an earlier date. Each reference to a [Canadian Subsidiary Guarantor] [U.S. Guarantor] in the Credit Agreement shall be deemed to include the New Guarantor. The New Guarantor hereby attaches supplements to each of the schedules to the Credit Agreement applicable to it.

3. Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.

5. No Waiver. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

6. Notices. All notices, requests and demands to or upon the New Guarantor, any Agent or any Lender shall be governed by the terms of Section 11.01 of the Credit Agreement.

7. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

[NEW GUARANTOR]

By:

Name:

Title:

Address for Notices:

UBS AG, STAMFORD BRANCH, as

Administrative Agent and Collateral Agent

By:

Name:

Title:

By:

Name:

Title:

[Note: Schedules to be attached.]

EXHIBIT I

[Form of]

LENDER ADDENDUM

Reference is made to the Credit Agreement dated as of February 12, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 11.14 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having the Commitment set forth in Schedule 1 hereto, effective as of the Closing Date.

THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH

AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed and delivered by their proper and duly authorized officers as of this day of [ ], 200[ ].

as a Lender

[Please type legal name of Lender above]

By:

;Name:

;Title:

[If second signature is necessary:]

By:

;Name:

;Title:

Accepted and agreed:

[PLY GEM INDUSTRIES, INC.]

[CWD WINDOWS AND DOORS, INC.]

By:____________________________

Name:

Title:

UBS AG, STAMFORD BRANCH, as

Administrative Agent

By:__________________________

Name:

Title:

By:__________________________

Name:

Title:

Schedule 1

COMMITMENTS AND NOTICE ADDRESS

1. Name of Lender: _______________________

Notice Address: _______________________

_______________________

Attention: _______________________

Telephone: _______________________

Facsimile: _______________________

2. Existing U.S. Term Loan Commitment: _______________________

Canadian Term Loan Commitment: _______________________

Revolving Commitment: _________________________________

Additional U.S. Term Loan Commitment: _______________________

EXHIBIT K-1

[Form of]

EXISTING U.S. TERM NOTE

$_______________ ; New York, New York

[Date]

FOR VALUE RECEIVED, the undersigned, PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), hereby promises to pay to the order of [ ] (the “Lender”) on the Term Loan Maturity Date (as defined in the Credit Agreement referred to below) in lawful money of the United States and in immediately available funds, the principal amount of ____________ DOLLARS ($____________), or, if less, the aggregate unpaid principal amount of all Existing U.S. Term Loans of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as are set forth in the Credit Agreement referred to below. U.S. Borrower further agrees to pay interest in like money at such office specified in Section 2.14 of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified in Section 2.06 of such Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Existing U.S. Term Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of U.S. Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement dated as of February 12, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among U.S. Borrower, CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

[Signature Page Follows]

PLY GEM INDUSTRIES, INC.,

as U.S. Borrower

By:

Name:

Title:

EXHIBIT K-5

[Form of]

ADDITIONAL U.S. TERM NOTE

$_______________ ; New York, New York

[Date]

FOR VALUE RECEIVED, the undersigned, PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), hereby promises to pay to the order of [ ] (the “Lender”) on the Term Loan Maturity Date (as defined in the Credit Agreement referred to below) in lawful money of the United States and in immediately available funds, the principal amount of ____________ DOLLARS ($____________), or, if less, the aggregate unpaid principal amount of all Additional U.S. Term Loans of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as are set forth in the Credit Agreement referred to below. U.S. Borrower further agrees to pay interest in like money at such office specified in Section 2.14 of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the dates, specified in Section 2.06 of such Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount of each Additional U.S. Term Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of U.S. Borrower hereunder or under the Credit Agreement.

[Signature Page Follows]

PLY GEM INDUSTRIES, INC.,

as U.S. Borrower

By:

Name:

Title:

EXHIBIT O

[Form of]

SOLVENCY CERTIFICATE

I, the undersigned, [financial officer] of PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), DO HEREBY CERTIFY on behalf of U.S. Borrower that:

1. This Certificate is furnished pursuant to Section 4.03(d) of the Credit Agreement, (as in effect on the date of this Certificate) the capitalized terms defined therein being used herein as therein defined) dated as of February 12, 2004 among U.S. Borrower, CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank (as from time to time in effect, the “Credit Agreement”).

2. Immediately following the consummation of the Transactions and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan on the date hereof, (a) the fair value of the assets of each Loan Party (individually and on a consolidated basis with its Subsidiaries) exceeds its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and on a consolidated basis with its Subsidiaries) is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

[Signature Page Follows]

IN WITNESS WHEREOF, I have hereunto set my hand this [ ]th day of [ ].

PLY GEM INDUSTRIES, INC.

By:

Name:

Title: [Financial Officer]

EXHIBIT P-1

[Form of]

AMENDED AND RESTATED U.S. INTERCOMPANY NOTE

New York, New York

; [Date]

This note (“Note”) amends and restates the U.S. Intercompany Note executed by the parties hereto (other than the entities listed under the heading “New Subsidiaries”) on February 12, 2004 in its entirety.

FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as a Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

This Note is a U.S. Intercompany Note referred to in the Credit Agreement dated as of February 12, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, and is subject to the terms thereof, and shall be pledged by each Payee to the extent required by the Security Agreement. Each Payee hereby acknowledges and agrees that the Administrative Agent may exercise all rights provided in the Credit Agreement and the Security Agreement with respect to this Note.

Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is U.S. Borrower or a U.S. Guarantor to any Payee other than U.S. Borrower shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Payor under the Credit Agreement, including, without limitation, where applicable, under such Payor’s guarantee of the Obligations under the Credit Agreement (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

(i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Payor or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Payor, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Payee would otherwise be entitled (other than securities of such Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Securities”)) shall be made to the holders of Senior Indebtedness;

(ii) if any default occurs and is continuing with respect to any Senior Indebtedness (including any Default under the Credit Agreement), then no payment or distribution of any kind or character shall be made by or on behalf of the Payor or any other Person on its behalf with respect to this Note; and

(iii) if any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Securities), in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or (ii) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash.

To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of any Payor or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Payee and each Payor hereby agree that the subordination of this Note is for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and the Administrative Agent, the Issuing Bank and the Lenders are obligees under this Note to the same extent as if their names were written herein as such and the Administrative Agent may, on behalf of the itself, the Issuing Bank and the Lenders, proceed to enforce the subordination provisions herein.

The indebtedness evidenced by this Note owed by any Payor that is not U.S. Borrower or a U.S. Guarantor shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor.

Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor other than the holders of Senior Indebtedness.

Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

PLY GEM INDUSTRIES, INC.

By:

Name:

Title:

PLY GEM HOLDINGS, INC.

By:

Name:

Title:

GREAT LAKES WINDOW, INC.

KROY BUILDING PRODUCTS, INC.

NAPCO, INC.

NAPCO WINDOW SYSTEMS, INC.

THERMAL-GARD, INC.

VARIFORM, INC.

By:

Name:

Title:

New Subsidiaries:

MWM HOLDING, INC.

MW MANUFACTURERS HOLDING CORP.

MW MANUFACTURERS INC.

LINEAL TECHNOLOGIES, INC.

PATRIOT MANUFACTURING, INC.

By:

Name:

Title:

EXHIBIT P-2

[Form of]

AMENDED AND RESTATED CANADIAN INTERCOMPANY NOTE

New York, New York

; 60; [Date]

This note (“Note”) amends and restates the Canadian Intercompany Note executed by the parties hereto (other than the entities listed under the heading “New Subsidiaries”) on February 12, 2004 in its entirety.

FOR VALUE RECEIVED, (i) each of the undersigned to the extent a borrower from time to time from Canadian Borrower or any Canadian Subsidiary Guarantor and (ii) Canadian Borrower or any Canadian Subsidiary Guarantor, to the extent a borrower from any other entity listed on the signature pages hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as a Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables, but not including any amount under the subordinated promissory note dated February 12, 2004 issued by the Canadian Borrower in favour of the U.S. Borrower in the principal amount of U.S. $45,000,000) made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

This Note is a Canadian Intercompany Note referred to in the Credit Agreement dated as of February 12, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among PLY GEM INDUSTRIES, INC., a Delaware corporation (“U.S. Borrower”), CWD WINDOWS AND DOORS, INC., a corporation organized under the federal laws of Canada (“Canadian Borrower” and together with U.S. Borrower, each a “Borrower” and collectively the “Borrowers”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), CIBC WORLD MARKETS CORP. and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-arrangers (in such capacities, “Co-Arrangers”), CANADIAN IMPERIAL BANK OF COMMERCE and MERRILL LYNCH CAPITAL CORPORATION, as co-documentation agents (in such capacities, “Co-Documentation Agents”), DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, and is subject to the terms thereof, and shall be pledged by each Payee to the extent required by the Security Documents. Each Payee hereby acknowledges and agrees that the Administrative Agent may exercise all rights provided in the Credit Agreement and the Security Documents with respect to this Note.

Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is Canadian Borrower or a Canadian Subsidiary Guarantor to any Payee other than Canadian Borrower shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Payor under the Credit Agreement, including, without limitation, where applicable, under such Payor’s guarantee of the Obligations under the Credit Agreement (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

The indebtedness evidenced by this Note owed by any Payor that is not Canadian Borrower or a Canadian Subsidiary Guarantor shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

PLY GEM INDUSTRIES, INC.

By:

Name:

Title:

CWD WINDOWS AND DOORS, INC.

By:

Name:

Title:

PLY GEM HOLDINGS, INC.

By:

Name:

Title:

GREAT LAKES WINDOW, INC.

NAPCO, INC.

NAPCO WINDOW SYSTEMS, INC.

THERMAL-GARD, INC.

VARIFORM, INC.

KROY BUILDING PRODUCTS, INC.

By:

Name:

Title:

New Subsidiaries:

MWM HOLDING, INC.

MW MANUFACTURERS INC.

PATRIOT MANUFACTURING, INC.

By:

Name:

Title:

EX-10.3 3 ex10_3.htm EXHIBIT 10.3 Exhibit 10.3

Exhibit 10.3

PLY GEM PRIME HOLDINGS, INC.

AMENDED AND RESTATED

PHANTOM STOCK PLAN

SECTION 1. General

(a) Purpose. The purpose of this Ply Gem Prime Holdings, Inc. Phantom Stock Plan (the “Plan”) is to attract, motivate and retain certain key employees of Ply Gem Prime Holdings, Inc. (the “Company”) and its Subsidiaries who are primarily responsible for the long-term performance of the Company and to align their interest with that of the stockholders of the Company.

(b) Overview. The Plan is generally designed to provide non-qualified deferred compensation to Participants. Each Participant’s interest in the Plan is recorded in and maintained under a bookkeeping Account and these Accounts are deemed invested in the Company’s stock, but there is no stock actually issued to the Plan (which is generally why these accounts credits are called “Phantom”). When valuing a Participant’s Account for payment purposes, the following rules generally apply: if the Company becomes publicly traded through an IPO, the stock market will dictate the value of the Account; if a Realization Event or a Tag-Along Event occurs, the amount paid to shareholders will dictate the value of the Account; and in the event that a Participant’s employment with the Company terminates and if neither a Realization Event nor an IPO occurs prior to the time the Participant is paid the value of his or her Account, certain formulas described in the Plan dictate the value of the Account (which value differs depending upon the length of time a Participant has been employed with the Company and the circumstances surrounding the termination of employment). Following an IPO, each Participant will generally be paid out five years after the IPO, subject to further deferral opportunities and the right of the Company to accelerate such payment, with earlier payment upon a Realization Event or a termination of employment. The value of each Account is generally paid in cash or stock, at the discretion of the Company.

SECTION 2. Definitions.

As used in this Plan, capitalized terms not defined in this Plan shall have the meaning attributed to such terms in the Stockholders Agreement and the following terms shall have the meanings set forth below:

(a) Account. An unfunded bookkeeping account established to record a Participant’s interest under this Plan, the terms and conditions of which are set forth in this Plan and in each Participant’s Award Agreement.

(b) Award. A grant of Phantom Incentive Units and/or a grant of Phantom Additional Units under this Plan.

(c) Award Agreement. The written agreement evidencing an Award, which shall be executed or otherwise acknowledged in writing by a Participant.

(d) Board. The Board of Directors of the Company.

(e) Cause. “Cause” means: (i) conviction of, or entry of a pleading of guilty or no contest by, a Participant with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) a Participant’s willful and continued failure to perform substantially his or her duties with the Company or any of its Subsidiaries, or a failure to follow the lawful direction of the Board or any chief executive officer of the Company or any of its Subsidiaries to whom such Participant reports after the Board of Directors or such chief executive officer delivers a written demand for substantial performance, specifically identifying the manner in which the Participant has not substantially performed his material duties and the Participant neglects to cure such a failure within 30 days; (iii) a Participant’s theft, fraud or embezzlement of any property or assets of the Company or any of its Affiliates or Subsidiaries, or such Participant’s dishonesty against the Company or any of its Affiliates or Subsidiaries which has resulted in material damage to the Company or any of its Affiliates or Subsidiaries or (iv) a Participant’s breach of any noncompetition or nonsolicitation requirements set forth in the Stockholders Agreement or willful breach of any confidentiality requirements set forth in the Stockholders Agreement, in each case, whether or not such agreement or requirement is enforceable under applicable law.

(f) Common Stock. Common stock, par value $0.01 per share, of the Company, and any other stock or units into which such common stock shall thereafter be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of stock or units or the like.

(g) Company. With respect to periods prior to February 24, 2006, Ply Gem Investment Holdings, Inc., a Delaware corporation and, with respect to periods on and after February 24, 2006, Ply Gem Prime Holdings, Inc., a Delaware corporation.

(h) Disability. With respect to any Participant, any event of disability under the disability insurance plan of the Company or any of its Affiliates or Subsidiaries covering such Participant, or if there shall be no such disability plan, then as set forth in any agreement between such Participant and the Company or any of its Affiliates or Subsidiaries, or if there shall be no such agreement, then the inability of the Participant to perform his or her duties as an employee of the Company or any of its Affiliates or Subsidiaries for at least one-hundred eighty (180) days during any consecutive 12-month period.

(i) Effective Date. February 12, 2004.

(j) IPO. The closing of the initial underwritten public offering of shares of Common Stock pursuant to an effective registration statement filed under the Securities Act.

(k) Participant. Any current or future employee of the Company or any of its Subsidiaries who is eligible for, and is selected by the Board for, an Award under this Plan and who has executed an Award Agreement.

(l) Phantom Additional Unit. A Phantom Additional Unit that is first credited to a Participant’s Account in February, 2004 is a phantom stock unit representing one share of Common Stock and 0.45914 shares of Preferred Stock. A Phantom Additional Unit that is first credited to a Participant’s Account in August, 2004 is a phantom stock unit representing one share of Common Stock and 0.53803 shares of Preferred Stock. As used herein, a “Common Phantom Additional Unit” shall mean the portion of a Phantom Additional Unit representing one share of Common Stock and a “Preferred Phantom Additional Unit” shall mean the portion of a Phantom Additional Unit representing 0.45914 shares of Preferred Stock for Phantom Additional Units granted in February, 2004 and 0.53803 shares of Preferred Stock for Phantom Additional Units granted in August, 2004.

(m) Phantom Incentive Unit. A Phantom Incentive Unit is a phantom stock unit representing a share of Common Stock that is credited to a Participant’s Account.

(n) Plan. This Ply Gem Prime Holdings, Inc. Amended and Restated Phantom Stock Plan, as may be amended from time to time.

(o) Preferred Stock. Senior Preferred Stock, par value $0.01 per share, of the Company, and any other stock or units into which such preferred stock shall thereafter be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of stock or units or the like.

(p) Realization Event. Any transaction in which Caxton-Iseman (Ply Gem), L.P. has the right to exercise “Drag-Along Rights” pursuant to Section 4.7 of the Stockholders Agreement.

(q) Stockholders Agreement. That certain Stockholders Agreement, dated as of February 12, 2004 and as amended from time to time, by and among the Company, Caxton-Iseman (Ply Gem), L.P., the other investors executing the agreement and designated as “Other Investors” therein and the individuals executing the agreement and designated as “Management Stockholders” therein.

(r) Tag-Along Event. Any occurrence of an event qualifying for “Tag Along” treatment under Section 4.5 of the Stockholders’ Agreement.

SECTION 3. Administration.

(a) This Plan shall be administered by the Board. Subject to the provisions of this Plan and applicable law and subject to Participants’ rights under outstanding Award Agreements, the Board shall have the power and sole discretion, in addition to other express powers and authorizations conferred on the Board by this Plan, to: (i) designate Participants; (ii) determine the Awards to a Participant; (iii) determine, in a manner consistent with the terms of this Plan and any Award Agreements entered into pursuant to this Plan, payments and how other matters are to be calculated in connection with Awards and Accounts; (iv) determine the terms and conditions of Awards; (v) determine whether, to what extent, and under what circumstances Awards and amounts payable pursuant to an Account shall be deferred at the election of the holder thereof or of the Board; (vii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in this Plan and any instrument or agreement relating to this Plan, or Awards under this Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this Plan; and (ix) make any other determination and take any other action that the Board deems necessary or desirable for the administration of this Plan. The decisions of the Board shall be final, conclusive, and binding upon all parties, including, without limitation, the Company, any Participant, any holder or beneficiary of any Account and any stockholder of the Company.

(b) No member of the Board shall be liable for any action or determination made in good faith with respect to this Plan, any Award or any Account.

SECTION 4. Eligibility. Members of senior management and key employees of the Company and/or its Subsidiaries shall be eligible to be designated as a Participant in this Plan by the Board and to receive an Award credited to an Account.

SECTION 5. Phantom Incentive Unit Awards and Phantom Additional Unit Awards.

(a) General. The Board shall, in its sole discretion, designate employees of the Company or its Subsidiaries as Participants in this Plan and, in connection therewith, the Board shall determine the number of Phantom Incentive Units and/or Phantom Additional Units to be granted to each Participant so designated. An Account shall be established in the records of the Company to which the number of Phantom Incentive Units and/or Phantom Additional Units so granted shall be credited. As more fully set forth herein, a Participant shall share in any dividends or distributions paid by the Company to its stockholders, and a Participant’s Account will be fully or partially distributed to him or her following the occurrence of a Realization Event.

(b) Availability for Award; Dividends; Value.

(i) Awards may be made in respect of up to 10% of the Common Stock outstanding as constituted as of the Effective Date (prior to dilution by the Phantom Incentive Units, Phantom Additional Units and any Contingent Rights) under the Plan.

(ii) To the extent that dividends or distributions are declared and paid to holders of Common Stock, each Participant will receive the amount that would have been distributed to the Participant had the Phantom Incentive Units and/or Common Phantom Additional Units credited to the Participant’s Account been issued and outstanding Common Stock and such dividend or distribution shall be paid at the same time and in the same manner as dividends or distributions are paid to holders of Common Stock.

(iii) To the extent that dividends or distributions are declared and paid to holders of Preferred Stock, each Participant will receive the amount that would have been distributed to the Participant had the Preferred Phantom Additional Units credited to the Participant’s Account been issued and outstanding Preferred Stock and such dividend or distribution shall be paid at the same time and in same manner as dividends and distributions are paid to holders of Preferred Stock.

(c) Deferral of Payment. Notwithstanding any other provision of this Plan, the Board may make good faith determinations respecting the time and/or medium of payment and/or impose conditions on payment of the value of a Participant’s Account in order to reflect the time and medium of payment, or conditions on payment, applicable to holders of Common Stock and/or Preferred Stock, as applicable, in connection with a Realization Event, IPO or otherwise, in order to accomplish the intended purposes of this Plan. By way of example and without limiting the generality of the foregoing, the Board may impose appropriate restrictions on the payment of the value of a Participant’s Account if the holders of Common Stock and/or Preferred Stock, as applicable, are subject to a clawback or are required to escrow payment for their Common Stock and/or Preferred Stock, as applicable.

(d) Termination of Account Following Payment. Following the payment of all or a portion of the Account attributable to the Phantom Incentive Units, any such Phantom Incentive Units shall thereafter be deemed cancelled. Following the payment of all or a portion of the Account attributable to Common Phantom Additional Units, any such Common Phantom Additional Units shall thereafter be deemed cancelled, although the Preferred Phantom Additional Units may still have value if such portion of the Account was not theretofore paid. Following the payment of all or a portion of the Account attributable to Preferred Phantom Additional Units, any such Preferred Phantom Additional Units shall thereafter be deemed cancelled, although the Common Phantom Additional Units may still have value if such portion of the Account was not theretofore paid. The payment of a dividend or distribution with respect to any Award shall not be considered a payment of any portion of a Participant’s Account for purposes of this Section 5(d).

SECTION 6. Payment of Accounts.

(a) Realization Event. Except as provided in Section 8 (generally relating to terminations of employment before a Realization Event), upon the closure and funding of a Realization Event, each Account shall be credited with the same value per Phantom Incentive Unit and/or Common Phantom Additional Unit as the value received in the Realization Event by a holder of Common Stock for one share of Common Stock, and each Participant (or his or her estate, as applicable) will be paid the value of his or her Account, subject to the Board’s discretion to defer the payment of the value of a Participant’s Account to appropriately reflect the payment schedule, contingent payment, holdbacks or contingent obligations applicable to holders of Common Stock following the Realization Event, as follows:

(i) as soon as practicable following a Realization Event that is a cash transaction, the value of each Account shall be paid in cash to the Participants.

(ii) following a Realization Event that is an equity or other non-cash exchange for Common Stock, (A) the Board shall credit each Account attributable to any Phantom Incentive Unit and/or Common Phantom Additional Unit at such time and in such amounts of such medium (including notes, equity securities, or a combination of the foregoing) as payments are made available to holders of Common Stock pursuant to the Realization Event or, in the Board’s sole discretion, in cash and (B) the value of the Accounts attributable to the Phantom Incentive Units and/or Common Phantom Additional Units shall be distributed as soon as practicable following such credit to the Account; provided that the Board may elect to continue to defer payment of the Account until not later than such time as the equity or other medium received in exchange for Common Stock may be converted into cash or is otherwise transferable and, in the event of such deferral, the Board shall determine whether payment shall be made either in cash or in the same medium of payment as holders of Common Stock received in the Realization Event, including notes, equity securities, or a combination of the foregoing.

(b) Preferred Stock. Notwithstanding anything herein to the contrary, the value of the Accounts, if any, attributable to any Preferred Phantom Additional Unit shall be paid to a Participant upon a Realization Event only when and to the extent permitted in this Section 6(b). The Accounts attributable to each Preferred Phantom Additional Unit shall receive a credit at such times and in such amounts as payments are made to a holder of 0.45914 or 0.53803 shares of Preferred Stock in redemption thereof, as applicable, depending upon the date on which the Preferred Phantom Additional Unit was granted. The value of the Accounts attributable to the Preferred Phantom Additional Units shall be paid to the Participants as soon as practicable following such credit to the Account and in the same medium (cash, equity, or any other medium) received by the holders of Preferred Stock. The Company has the right to pay the value of the Account in respect of Preferred Phantom Additional Units following a Participant’s termination of employment for any reason and prior to any other event giving rise to the payout of Preferred Stock generally as described in Section 8(b)(ii)(D) below.

(c) IPO. From and after the consummation by the Company of an IPO that occurs prior to a Realization Event, the following shall apply:

(i) If the Company shall be required to pay out the value of any Account or shall exercise any right it may have to pay out the value of any Account or if any Participant shall have the right to receive any portion of an Account, the Company may pay the value of the Account in shares of Common Stock (in the case of Phantom Incentive Units or Common Phantom Additional Units) or Preferred Stock (in the case of Preferred Phantom Additional Units) or (in the case of either Phantom Incentive Units or Phantom Additional Units) in cash (determined by using, in the case of Phantom Incentive Units or Common Phantom Additional Units, the market price of the Common Stock, and in the case of Preferred Phantom Additional Units, the Liquidation Value of the Company’s Preferred Stock and the accrued but unpaid dividends thereon, in each case on the date immediately prior to the payment) or a combination of the foregoing (“Post-IPO Payout”).

(ii) Except as provided in Section 8 (generally relating to termination of employment prior to a Realization Event) and except upon the earlier occurrence of a Realization Event, and subject to the Company’s right after the IPO to pay the value of the Account at such earlier time as it shall determine, on the fifth anniversary of the IPO the Account will be paid to the Participant, who will receive the Post-IPO Payout unless the Participant (or the Participant’s estate, as applicable) elected in writing no later than the fourth anniversary of the IPO to defer the Post-IPO Payout for an additional 36 months from the fifth anniversary of the IPO. Each Participant who remains employed with the Company and who chooses to defer the payment of his or her Post-IPO Payout (including, for this purpose, any Participant or Participant’s estate who otherwise deferred payment of his or her Account) no later than the fourth anniversary of the IPO may continue to defer the payment of the Post-IPO Payout for additional 36 month intervals, provided that the election to defer is made no later than one year prior to the date on which the Post-IPO Payout would otherwise be paid.

(d) Tag-Along Event. In connection with a Tag-Along Event, the Company shall, in its discretion (A) immediately prior to the Tag-Along Event distribute to each Participant, a number of shares of such class or classes of the Company’s Capital Stock such that the number of shares so distributed plus the number of shares which the holder would be entitled to sell under Section 4.5 of the Stockholders Agreement without regard to the Phantom Incentive Units or Phantom Additional Units held by such Participant (assuming that the source for the shares to be sold constituted shares of Capital Stock, and shares distributed with respect to Phantom Incentive Units and shares distributed with respect to Phantom Additional Units in proportion to the number of shares or such units held) equals the total number of shares of Capital Stock the holder is entitled to sell (the “Pro Rata Portion”) or (B) immediately following the Tag-Along Event, credit each Participant’s Account with the value the Participant would have received from the shares that would be distributed pursuant to clause (A) had such shares been distributed and sold in the Tag-Along Event, and either pay such portion of the Account as soon as practicable following the Tag-Along Event or continue to defer the payment of the Account until the Account is otherwise payable in accordance with this Plan. For purposes of the foregoing clause (B), the credit in respect of the Account and any payment of the Account shall only be in respect of the Phantom Incentive Units and/or the Phantom Additional Units, as applicable, to which the Pro Rata Portion applies. For purposes of this Section 6(d), the Pro Rata Portion, to the extent it is attributable to Phantom Incentive Units, shall apply “pro rata” to the total number of Protected and Unprotected Phantom Incentive Units credited to a Participant’s Account.

SECTION 7. Compliance with Debt Instruments and Legal Requirements.

(a) Legal Requirements. The grant of Phantom Incentive Units and Phantom Additional Units, payment of the value of a Participant’s Account (including a partial distribution of a Participant’s Account, if applicable), and the other obligations of the Company under this Plan shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.

(b) Debt Instruments. Notwithstanding the requirements of Section 6 hereof regarding the payment of the value of the Accounts, the Company shall not be obligated to pay the value of any portion of any Account (A) at any time there exists and is continuing a default or an event of default on the part of the Company or under any guarantee or other agreement under which the Company or one of its Subsidiaries has borrowed money or (B) if such payment would constitute a breach of, or result in a default or an event of default on the part of the Company or any of its Subsidiaries, under any such guarantee or agreement. In the event that payment of any portion of any Account is deferred pursuant to this Section 7(b), the Company shall pay the value of such portion as soon as possible following the date on which such payment would not result in any such breach or default, with interest at the federal short-term interest rate on the first day of the month the Participant (or his or her estate) has the right to receive payment of the value of his or her Account pursuant to Section 6, to be recalculated on the first day of each month thereafter until all such payments due under the Account are made.

(c) Postponement. The Board, in its sole discretion, may postpone the issuance or delivery of any securities under a Participant’s Account as the Company may consider appropriate and may require a Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of any such securities in compliance with applicable laws, rules and regulations.

SECTION 8. Termination of Employment.

(a) Protection of Account Values. Unless otherwise provided in an Award Agreement, Accounts shall become “Protected” as follows:

(i) subject to continued employment with the Company or one of its Subsidiaries, Participants shall initially be “Unprotected” but shall become Protected in the value of the Phantom Incentive Unit portion of their Accounts, as follows:

20% on the first anniversary of the date of the applicable Award Agreement, if still employed.

40% on the second anniversary of the date of the applicable Award Agreement, if still employed.

60% on the third anniversary of the date of the applicable Award Agreement, if still employed.

80% on the fourth anniversary of the date of the applicable Award Agreement, if still employed.

100% on the fifth anniversary of the date of the applicable Award Agreement, if still employed.

(ii) upon the occurrence of the earlier of a Realization Event or an IPO, a Participant who is then employed with the Company or one of its Subsidiaries shall become fully Protected in the Phantom Incentive Unit portion of his or her Account; and

(iii) the Phantom Additional Unit portion of each Participant’s Account, as applicable, is fully Protected as of the date of grant of such Phantom Additional Units.

(b) Payment Upon Termination of Employment.

(i) Unless otherwise provided in an Award Agreement and notwithstanding any of the foregoing to the contrary, if a Participant’s employment with the Company or its Subsidiaries terminates for any reason, and neither a Realization Event nor an IPO has occurred as of such termination of employment, the Participant’s Account will be credited with the “Cash-Out Amount,” as provided below immediately prior to the payment of the Account, and such Account shall be paid to such Participant within 90 days following the termination of such Participant’s employment with the Company (or up to one year following the date of termination as may be determined by the Chief Executive Officer of the Company), as the Board may, in its discretion, determine; provided that, in the case of death or Disability, payment of the Account will be governed by Section 8(b)(ii)(C) and will be paid to the Participant’s estate, as applicable.

(ii) The “Cash-Out Amount” is determined as follows:

(A) Cause Termination. In the event that a Participant’s employment with the Company or its Subsidiaries is terminated by the Company for Cause and neither a Realization Event nor an IPO has occurred prior to such termination of employment, then the Cash-Out Amount is equal to, with respect to each Phantom Incentive Unit, (x) the initial value of the Phantom Incentive Unit on the date of grant as set forth in the Award Agreement, plus or minus (y) any change in Adjusted Retained Earnings per share from the date of grant through the end of the most recent fiscal quarter preceding the date of termination of employment;

(B) Other Discharges; Quits. In the event that a Participant’s employment with the Company or its Subsidiaries terminates for any reason other than (i) by the Company for Cause or (ii) due to the Participant’s death or Disability, and neither a Realization Event nor an IPO has occurred prior to such termination of employment, then the Cash-Out Amount is equal to the sum of:

(x) with respect to each Protected Phantom Incentive Unit and each Common Phantom Additional Unit, an amount equal to the quotient obtained by dividing (I) the excess of (i) the product of 6.7 times Consolidated EBITDA during the Measurement Period over (ii) the Consolidated Indebtedness as of the date of termination, by (II) the number of shares of Common Stock then issued and outstanding and all shares of Common Stock issuable upon the exercise of any then outstanding Contingent Right, whether or not such Contingent Right is at the time exercisable on the date of termination of employment; plus

(y) with respect to each Phantom Incentive Unit that is Unprotected, an amount equal to (I) the initial value of the Phantom Incentive Unit on the date of grant as set forth in the Award Agreement, plus or minus (II) any change in Adjusted Retained Earnings per share from the date of grant through the end of the most recent fiscal quarter preceding the date of termination of employment;

(C) Death or Disability. In the event that a Participant’s employment with the Company or its Subsidiaries terminates due to the Participant’s death or Disability and neither a Realization Event nor an IPO has occurred prior to such termination of employment, then the Cash-Out Amount is the amount described in Section 8(b)(ii)(B) (above) with respect to each Phantom Incentive Unit and the Account will be paid to the Participant (or the Participant’s estate, as applicable) one year following the termination of Participant’s employment or, in the Board’s discretion, at any time prior to one year following the termination of employment; provided that, unless the Board shall otherwise determine, the Participant or the Participant’s estate, as applicable, may elect within 180 days following such termination of employment to defer the payment of the Account until such time as payment is otherwise required or made in accordance with the Plan.

(D) Phantom Additional Units. If a Participant’s employment with the Company or its Subsidiaries terminates for any reason prior to a Realization Event or an IPO, then (x) with respect to each Common Phantom Additional Unit, the Cash-Out Amount is the amount described in Section 8(b)(ii)(B)(x) above and (y) with respect to each Preferred Phantom Additional Unit granted in February, 2004, the Cash-Out Amount is 0.45914 times the sum of (I) the “Liquidation Value” plus (II) the “Maximum Dividend” (each as defined in the Company’s Certificate of Incorporation) and with respect to each Preferred Phantom Additional Unit granted in August, 2004, the Cash-Out Amount is 0.53803 times the sum of (I) the Liquidation Value plus (II) the Maximum Dividend.

(iii) Notwithstanding the foregoing, with respect to Phantom Incentive Units valued at the Cash-Out Amount as described in Section 8(b)(ii)(B) above, (A) if during the Measurement Period the Company or any of its Subsidiaries shall have purchased or otherwise acquired, without the approval of the Chief Executive Officer of the Company (in a single transaction or in a series of transactions), a business which is outside of the building products industry, all calculations required under this Section 8(b) shall be made on a pro forma basis to eliminate the effect of such acquisition and any financing undertaking in connection therewith and (B) in the event that a sale of the Company is consummated within nine months following the payment of a Participant’s Account, and if the per share purchase price (or the amount available for distribution, in the event of a sale of all or substantially all of the Company’s assets) (such price or amount, the “Actual Amount”) is higher than the Cash-Out Amount used to value such Phantom Incentive Units, whether or not Protected, then the Participant will receive, at the same time stockholders of the Company receive payment in connection with such sale, an additional payment from the Company equal to the excess of (x) the number of Phantom Incentive Units multiplied by the Actual Amount over (y) the aggregate Cash-Out Amount for such Phantom Incentive Units.

(iv) If a Participant’s employment with the Company or its Subsidiaries terminates for any reason and at any time following the occurrence of an IPO, even if such employment terminated prior to a Realization Event, in lieu of the amounts described in Section 8(b)(i) through (iii), the Participant will be entitled to the Post-IPO Payout (as described in Section 6(c)(i) above) in respect of the Phantom Incentive Units and the Phantom Additional Units credited to such Participant’s Account, which Account shall be paid to such Participant in accordance with Section 6(c).

(v) All calculations under Section 6 and this Section 8 of the value of shares based upon the number of outstanding shares of Common Stock and/or Preferred Stock shall be determined assuming that each Phantom Incentive Unit and each Common Phantom Additional Unit is an outstanding share of Common Stock, each Preferred Phantom Additional Unit granted in February, 2004, is 0.45914 outstanding shares of Preferred Stock and each Preferred Phantom Additional Unit granted in August, 2004, is 0.53803 outstanding shares of Preferred Stock.

SECTION 9. Dilution Adjustments.

(a) Certain Events. In the event of a reclassification, recapitalization, stock split, stock dividend, combination of units, or other similar or extraordinary event, the number and kind of Phantom Incentive Units and Phantom Additional Units, in the aggregate, reserved for issuance or with respect to which Awards may be made under this Plan shall be adjusted to reflect such event in the same manner in which Common Stock and Preferred Stock are adjusted to reflect such event, and the Board shall make such adjustments as it deems appropriate and equitable in the number, kind and price of Phantom Incentive Units and Phantom Additional Units credited to outstanding Accounts, and in any other matters which relate to Awards or Accounts and which are affected by the events referred to above.

(b) Other Adjustments. The Board is authorized to make adjustments in the terms and conditions of, and the criteria included in, Accounts in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 9(a)) affecting the Company, or the financial statements of the Company or any subsidiary, or of changes in applicable laws, regulations, or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan.

SECTION 10. Amendment and Termination.

(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at any time; provided, however, that any such amendment, alteration, suspension, discontinuance, or termination that would materially adversely affect the rights of any Participant with respect to any outstanding Account held pursuant to this Plan shall not, to that extent, be effective without the written consent of the affected Participant.

(b) Amendments to Awards. The Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Account, prospectively or retroactively; provided, however, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination not expressly contemplated by this Plan that would materially adversely affect the rights of any Participant or other holder of an Account shall not to that extent be effective without the written consent of the affected Participant or holder.

SECTION 11. General Provisions.

(a) Nontransferability. Neither an Account, nor any Phantom Incentive Unit and/or Phantom Additional Units recorded thereunder, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.

(b) No Rights to Awards. No Person shall have any claim to be granted any Phantom Incentive Unit or Phantom Additional Unit, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Accounts. The terms and conditions of Phantom Incentive Units and Phantom Additional Units, Accounts and the Board’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not Participants are similarly situated).

(c) Government and Other Regulations. The obligation of the Company to settle Awards in Common Stock, Preferred Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Common Stock or Preferred Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock or Preferred Stock to be offered or sold under the Plan until an IPO. Upon an IPO, the Company shall undertake to register shares of Common Stock and/or Preferred Stock pursuant to the Securities Act on a Form S-8 with the Securities and Exchange Commission for issuance under this Plan, such that in the event the Company makes a distribution of the Accounts in shares of Common Stock or Preferred Stock at any time following an IPO, there will be a sufficient number of shares registered under this Plan.

(d) Tax Withholding. A Participant may be required to pay to the Company, at its request, and the Company shall have the right and is hereby authorized to withhold from any payment due or transfer made under any Account or otherwise under this Plan or from any compensation or other amount owing to or in respect of a Participant, the amount (in cash, securities, or other property) of any applicable withholding taxes in respect of an Account, its distribution or settlement in cash or in kind, or any payment or transfer under an Account or under this Plan, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(e) Other Compensation Arrangements.

(i) Nothing contained in this Plan shall prevent the Company or any Subsidiary or other Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, securities and other types of awards, and such arrangements may be either generally applicable or applicable only in specific cases.

(ii) Neither the grant of Phantom Incentive Units or Phantom Additional Units hereunder nor the payment of any amounts in respect of any Account shall be taken into account in determining a Participant’s right to receive any additional benefits or compensation under any other plan or arrangement.

(f) No Right to Service or Employment. The grant of Phantom Incentive Units or Phantom Additional Units shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Subsidiary. Further, the Company or its Subsidiaries may at any time terminate a Participant from any employment or other service relationship or discontinue, free from any liability or any claim under this Plan, unless otherwise expressly provided in this Plan or in the Participant’s Award Agreement.

(g) Awards as an Unsecured Promise.

(i) The Phantom Incentive Units and Phantom Additional Units granted under this Plan do not constitute an equity interest in the Company or its Subsidiaries. A Participant shall not share in the voting rights of the Company or its Subsidiaries as a result of an Award.

(ii) The Company shall not be required to and shall not segregate any funds representing awards of Phantom Incentive Units or Phantom Additional Units granted hereunder, and nothing in this Plan or any Award Agreement shall be construed as providing for such segregation.

(iii) Nothing in this Plan or any Award Agreement, and no action taken pursuant to their respective terms, shall create or be construed to create a trust or escrow account of any kind, or a fiduciary relationship between the Company or its Subsidiaries, on the one hand, and any Participant, or any other Person, on the other hand.

(iv) The Participants and their beneficiaries and any other Persons entitled to payment in respect of an Account shall rely solely on the unsecured promise of the Company to make the payments required under the terms of any Account, but shall have the right to enforce such a claim in the same manner as any unsecured general creditor of the Company. The Participants shall not have any preferred claim on, or any beneficial ownership in, any assets of the Company. Any rights created under this Plan or any Award Agreement shall be mere unsecured contractual rights of the Participants against the Company.

(h) Termination with Subsidiaries. For purposes of this Plan, a Participant’s employment will be deemed terminated when he or she is no longer employed by the Company or any of its Subsidiaries.

(i) Conflicts. In the event of a conflict between the terms of this Plan and any Award Agreement, the terms of this Plan shall prevail.

(j) Governing Law. Unless otherwise provided in the applicable Award Agreement, the validity, construction, and effect of this Plan and any rules and regulations relating to this Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state without regard to the choice of law principles thereof.

(k) Headings. Headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

EX-10.4 4 ex10_4.htm EXHIBIT 10.4 Exhibit 10.4

Exhibit 10.4

PLY GEM PRIME HOLDINGS, INC.

2004 STOCK OPTION PLAN

(Effective as of February 12, 2004 and Amended

and Restated as of February 24, 2006)

1. Purpose

The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract able persons to enter and remain in the employ of the Company and Affiliates and to provide a means whereby employees, directors and consultants of the Company and its Affiliates can acquire and maintain Common Stock ownership, thereby strengthening their commitment to the welfare of the Company and Affiliates and promoting an identity of interest between stockholders and these employees.

The Plan provides for granting Incentive Stock Options and Nonqualified Stock Options.

2. Definitions

The following definitions shall be applicable throughout the Plan.

(a) “Affiliate” means (i) any entity that directly or indirectly is controlled by, controls, or is under common control with the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

(b) “Award” means, individually or collectively, any Incentive Stock Option or Nonqualified Stock Option.

(d) “Cause” means: (i) conviction of, or entry of a pleading of guilty or no contest by, a Participant with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) a Participant’s willful and continued failure to perform substantially his or her duties with the Company or any of its Subsidiaries, or a failure to follow the lawful direction of the Board or any chief executive officer of the Company or any of its Subsidiaries to whom such Participant reports after the Board of Directors or such chief executive officer delivers a written demand for substantial performance, specifically identifying the manner in which the Participant has not substantially performed his material duties and the Participant neglects to cure such a failure within 30 days; (iii) a Participant’s theft, fraud or embezzlement of any property or assets of the Company or any of its Affiliates or Subsidiaries, or such Participant’s dishonesty against the Company or any of its Affiliates or Subsidiaries which has resulted in material damage to the Company or any of its Affiliates or Subsidiaries or (iv) a Participant’s breach of any noncompetition, nonsolicitation or willful breach of any confidentiality requirements set forth in the Stockholder’s Agreement whether or not such agreement or requirement is enforceable under applicable law.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

(f) “Committee” means the compensation committee of the Board established under the By-Laws of the Company, or if no such committee has yet been established, the Board. The Committee shall consist of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board. On and after the time that the Company becomes subject to the Exchange Act, unless the Board is acting as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director; provided that the mere fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan.

(g) “Common Stock” means the common stock, par value $0.01 per share, of the Company.

(h) “Company” means, with respect to all periods prior to February 24, 2006, Ply Gem Investment Holdings, Inc., a Delaware corporation and, with respect to all periods on and after February 24, 2006, Ply Gem Prime Holdings, Inc., a Delaware corporation.

(i) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the Stock Option Agreement.

(j) “Disability” means, with respect to any Participant, any event of disability under the disability insurance plan of the Company or any of its Affiliates or Subsidiaries covering such Participant, or if there shall be no such disability plan, then as set forth in any agreement between such Participant and the Company or any of its Affiliates or Subsidiaries, or if there shall be no such agreement, then the inability of the Participant to perform his or her duties as an employee of the Company or any of its Affiliates or Subsidiaries for at least one-hundred eighty (180) days during any consecutive 12-month period..

(k) “Effective Date” means February 12, 2004.

(l) “Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation and (ii) an “outside director” within the meaning of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder; provided, however, that clause (ii) shall apply only on and after the 162(m) Effective Date and only with respect to grants of Awards with respect to which the Company’s tax deduction could be limited by Section 162(m) of the Code if such clause did not apply.

(m) “Eligible Person” means any (i) individual regularly employed by the Company or an Affiliate who satisfies all of the requirements of Section 6 hereof; (ii) director of the Company or an Affiliate; or (iii) consultant or advisor to the Company or an Affiliate who is entitled to participate in an “employee benefit plan” within the meaning of 17 CFR § 230.405 (which, as of the Effective Date, includes those who (A) are natural persons and (B) provide bona fide services to the Company other than in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities).

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Fair Market Value” on a given date means, except to the extent otherwise provided in a Stock Option Agreement, (i) if the Stock is listed on a national securities exchange, the mean between the highest and lowest sale prices reported as having occurred on the primary exchange with which the Stock is listed and traded on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in the National Market System of the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) on a last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange nor quoted in the NASDAQ on a last sale basis, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Stock accurately.

(p) “Incentive Stock Option” means an Option granted by the Committee to a Participant under the Plan which is designated by the Committee as an incentive stock option as described in Section 422 of the Code.

(q) “Nonqualified Stock Option” means an Option granted by the Committee to a Participant under the Plan which is not designated by the Committee as an Incentive Stock Option and otherwise meets the requirements set forth herein.

(r) “162(m) Effective Date” means the first date on which Awards granted under the Plan do not qualify for an exemption from the deduction limitations of Section 162(m) of the Code on account of an exemption, or a transition or grandfather rule.

(s) “Option” means an award granted under Section 7.

(t) “Option Period” means the period described in Section 7(c).

(u) “Option Price” means the exercise price for an Option as described in Section 7(a).

(v) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6.

(w) “Plan” means this Ply Gem Prime Holdings, Inc. 2004 Stock Option Plan.

(x) “Securities Act” means the Securities Act of 1933, as amended.

(y) “Subsidiary” of a Person means any other Person (i) as to which such Person has the power to elect a majority of the board of directors (or other board, body or Person that serves the function of a board of directors) of such other Person or (ii) which is included as a subsidiary in the consolidated financial statements of such Person in accordance with United States generally accepted accounting principles as in effect from time to time.

(z) “Stock” means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan.

(aa) “Stock Option Agreement” means the agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 which defines the rights and obligations of the parties as required in Section 7(d).

3. Effective Date, Duration and Shareholder Approval

The Plan is effective as of the Effective Date. The validity and exercisability of any and all Awards granted pursuant to the Plan on and after the 162(m) Effective Date is contingent upon approval of the Plan by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 162(m) of the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(i) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

The expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that the administration of the Plan shall continue in effect until all matters relating to the payment of Awards previously granted have been settled.

4. Administration

The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.

(a) Subject to the provisions of the Plan and applicable law, the Committee shall have the power, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with Awards; (iv) determine the terms and conditions of any Awards; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities, other Options, or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, shares of Stock, other securities, other Options, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret, administer reconcile any inconsistency, correct any default and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action specified under the Plan or that the Committee deems necessary or desirable for the administration of the Plan.

(b) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing any and all Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder of any Award, and any shareholder.

(c) No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder.

5. Grant of Awards; Shares Subject to the Plan

The Committee may, from time to time, grant Awards of Options to one or more Eligible Persons; provided, however, that:

(a) Subject to Section 9, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan is 184,065 shares;

(b) Such shares shall be deemed to have been issued in payment of Awards whether or not they are actually delivered. In the event any Award shall be surrendered, terminate, expire, or be forfeited, the number of shares of Stock no longer subject thereto shall thereupon be released and shall thereafter be available for new grants under the Plan;

(c) Stock delivered by the Company in settlement of Awards granted under the Plan may be authorized and unissued Stock or Stock held in the treasury of the Company or may be purchased on the open market or by private purchase; and

(d) On and after the 162(m) Effective Date, no person may be granted Options under the Plan during any calendar year with respect to more than 15,000 shares of Stock; provided that such number shall be adjusted pursuant to Section 9 only in a manner which will not cause the Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code.

6. Eligibility

Participation shall be limited to Eligible Persons who have entered into a Stock Option Agreement or who received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.

7. Terms of Options

The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided, however, that no Incentive Stock Options shall be granted to any Eligible Person who is not an employee of the Company or a “parent” or “subsidiary” of the Company, as such terms are used in Section 422(a)(2) of the Code. Each Option so granted shall be subject to the following conditions, or to such other conditions as may be reflected in the applicable Stock Option Agreement. In all events, the provisions in the applicable Stock Option Agreement shall control the terms of the Option issued pursuant thereto. If there shall be a conflict between the provisions of the Plan and such Stock Option Agreement, the provisions of the Plan shall control.

(a) Option Price. The Option Price per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than (i) in the case of an Incentive Stock Option, and subject to Section 7(e), the Fair Market Value of a share of Stock at the Date of Grant, and (ii) in the case of a Nonqualified Stock Option, the par value of a share of Stock; provided, however, that all Options granted on and after the 162(m) Effective Date which are intended to qualify as “performance-based compensation” under Section 162(m) of the Code shall have an Option Price per share of Stock no less than the Fair Market Value of a share of Stock on the Date of Grant.

(b) Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable in cash and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); provided, however, that such shares are not subject to any pledge or other security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine necessary in order to avoid an accounting earnings charge in respect of the Option) or, in the discretion of the Committee, either (i) in other property having a fair market value on the date of exercise equal to the Option Price, (ii) if there shall be a public market for the Stock, by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of loan proceeds, or proceeds of the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iii) by such other method as the Committee may allow. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate the Sarbanes-Oxley Act of 2002.

(c) Vesting, Option Period and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may in its sole discretion accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires. Unless otherwise stated in the applicable Stock Option Agreement, the Option shall expire earlier than the end of the Option Period in the following circumstances:

(i) If prior to the end of the Option Period, the Participant’s employment with the Company terminates due to a termination by the Company or any Affiliate without Cause or due to the Participant’s death or Disability, the Option shall expire on the earlier of the last day of the Option Period or the date that is three months after the date of such termination. In such event, the Option shall remain exercisable by the Participant until its expiration, only to the extent the Option was vested and exercisable at the time of such termination.

(ii) If the Participant ceases employment or service with the Company and Affiliates for reasons other than the terminations described in clause (i) above, the Option shall expire immediately upon such cessation of employment or service.

(d) Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement, which shall contain such provisions as may be determined by the Committee and, except as may be specifically stated otherwise in such Stock Option Agreement, which shall be subject to the following terms and conditions:

(i) Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.

(ii) Each share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or when the Option expires.

(iii) Subject to Section 8(h), Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.

(iv) Each Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee and set forth in the Stock Option Agreement evidencing such Option.

(v) Unless otherwise provided in a Stock Option Agreement, prior to the effectiveness of any Participant’s exercise of an Option, such Participant must enter into the Stockholders Agreement, dated as of February 12, 2004, by and among the Company, Caxton-Iseman (Ply Gem), L.P. and the other investors and individuals executing such Stockholders Agreement, as in effect from time to time.

(vi) Each Stock Option Agreement may contain a provision that, upon demand by the Committee for such a representation, the Participant shall deliver to the Committee at the time of any exercise of an Option a written representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof, and any other representations deemed necessary by the Committee to ensure compliance with all applicable federal and state securities laws. Upon such demand, delivery of such representation prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal or state securities laws.

(vii) Each Incentive Stock Option Agreement shall contain a provision requiring the Participant to notify the Company in writing immediately after the Participant makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (a) two years after the Date of Grant of the Incentive Stock Option or (b) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option.

(e) Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.

(f) $100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

(g) Voluntary Surrender. The Committee may permit the voluntary surrender of all or any portion of any Nonqualified Stock Option, if any, granted under the Plan to be conditioned upon the granting to the Participant of a new Option for the same or a different number of shares as the Option surrendered or require such voluntary surrender as a condition precedent to a grant of a new Option to such Participant. Such new Option shall be exercisable at an Option Price, during an Option Period, and in accordance with any other terms or conditions specified by the Committee at the time the new Option is granted, all determined in accordance with the provisions of the Plan without regard to the Option Price, Option Period, or any other terms and conditions of the Nonqualified Stock Option surrendered.

8. General

(a) Additional Provisions of an Award. Awards granted to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Awards granted to any other Participant) as the Committee determines appropriate including, without limitation, provisions to assist the Participant in financing the purchase of Stock upon the exercise of Options (provided, that the Committee determines that providing such financing does not violate the Sarbanes-Oxley Act of 2002), provisions for the forfeiture of or restrictions on resale or other disposition of shares of Stock acquired under any Award, provisions giving the Company the right to repurchase shares of Stock acquired under any Award in the event the Participant elects to dispose of such shares or terminate employment, provisions allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified period or until a specified event and provisions to comply with federal and state securities laws and federal and state tax withholding requirements. Any such provisions shall be reflected in the Stock Option Agreement.

(b) Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person.

(c) Government and Other Regulations. The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

(d) Tax Withholding.

(i) A Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any shares of Stock or other property deliverable under any Award or from any compensation or other amounts owing to a Participant the amount (in cash, Stock or other property) of any required tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(ii) Without limiting the generality of clause (i) above, if so provided in Stock Option Agreement, a Participant may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by delivery of shares of Stock owned by the Participant with a Fair Market Value equal to such withholding liability (provided that such shares are not subject to any pledge or other security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine necessary in order to avoid an accounting earnings charge), or by having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.

(e) Claim to Awards and Employment Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.

(f) No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(g) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.

(h) Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(i) Nontransferability. Each Award shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate.

(j) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than himself.

(k) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company or any Affiliate except as otherwise specifically provided in such other plan.

(l) Expenses. The expenses of administering the Plan shall be borne by the Company and Affiliates.

(m) Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.

(n) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

(o) Termination of Employment. For all purposes herein, a person who transfers from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company or an Affiliate.

(p) Severability. If any provision of the Plan or any Stock Option Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

9. Changes in Capital Structure

Awards granted under the Plan and any agreements evidencing such awards, the maximum number of shares of Stock subject to all Options stated in Section 5(a) and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustment in Incentive Stock Options under this Section 9 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 9 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Awards granted on and after the 162(m) Effective Date which are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Awards granted under the Plan to fail to qualify as such “performance-based compensation.” The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Notwithstanding the above, in the event of any of the following:

A. The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;

B. All or substantially all of the stock or assets of the Company are acquired by another person;

C. The reorganization or liquidation of the Company; or

D. The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above,

then the Committee may, in its sole discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause the holders thereof to be paid, in cash or stock, or any combination thereof, the value of such Awards which are then exercisable based upon the price per share of Stock received or to be received by other shareholders of the Company in the event. The terms of this Section 9 may be varied by the Committee in any particular Stock Option Agreement.

10. Nonexclusivity of the Plan

Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

11. Amendments and Termination

(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to prevent Awards granted under the Plan on and after the 162(m) Effective Date from failing to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code); and provided further that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant or holder.

(b) Amendment of Stock Option Agreements. The Committee may, to the extent consistent with the terms of any Stock Option Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant in respect of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant.

* * *

As adopted by the Board of Directors of

Ply Gem Prime Holdings, Inc. as of February 24, 2006.

EX-10.5 5 ex10_5.htm EXHIBIT 10.5 Exhibit 10.5

Exhibit 10.5

PLY GEM PRIME HOLDINGS, INC.

2004 STOCK OPTION PLAN

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT, dated as of _______________, is entered into by and between Ply Gem Prime Holdings, Inc., a Delaware corporation (the “Company”),

and ___________________ (the “Optionee”).

W I T N E S S E T H:

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1. Grant of Stock Option.

Subject to the provisions of this Agreement and to the provisions of the Ply Gem Prime Holdings, Inc. 2004 Stock Option Plan (the “Plan”), the Company hereby grants to the Optionee as of the date of this Agreement (the “Grant Date”), the right and option to purchase __________ shares of common stock of the Company, par value $.01 per share (“Common Stock”) at an exercise price per share equal to $________ (the “Stock Option”). Unless earlier terminated pursuant to the terms of this Agreement, the Stock Option shall expire on the tenth anniversary of the Grant Date. Capitalized terms not defined herein shall have the meaning set forth in the Plan.

The Stock Option is intended to qualify as an Incentive Stock Option, within the meaning of Section 422 of the Internal Revenue Code, as amended (the “Code”). If, for any reason, this Stock Option, or any portion thereof, shall not qualify as an Incentive Stock Option within the meaning of Section 422 of the Code, such Stock Option, or such portion, shall be treated as a Nonqualified Stock Option granted under the Plan.

While the Plan shall be submitted to the Company’s stockholders for their approval in a manner and to the degree required by Section 422 of the Code, the Company cannot guarantee that the special tax treatment described in Section 421 of the Code will apply. For example, if the Optionee sells the Common Stock acquired pursuant to the exercise of the Stock Option either within two years after the Grant Date or within one year after the date the Stock Option (or any part thereof) is exercised, this special tax treatment will not apply.

2. Exercisability of the Stock Option.

The Stock Option shall become vested and exercisable with respect to 20% of the shares covered by the Stock Option on each of the first five anniversaries of the Grant Date, in each case, subject to earlier termination of the Stock Option pursuant to this Agreement or the Plan and to the Optionee’s continued employment with the Company, or any of its subsidiaries or Affiliates, through such vesting date. Notwithstanding the foregoing, all or a portion of the Stock Option may become vested earlier than set forth in the preceding sentence upon the occurrence of a “Liquidity Event” (as defined in Exhibit A hereto), to the extent necessary such that the vested percentage of the Stock Option following any such earlier vesting shall be no less than the percentage of Common Stock held by a stockholder of the Company who executed the Stockholder’s Agreement (or any predecessor stockholders agreement) as of the Grant Date (an “Original Stockholder”) that such stockholder may sell or otherwise dispose of in connection with the Liquidity Event. By way of example and without limitation, in the event that a Liquidity Event occurs in the second year following the Grant Date and in connection therewith, the Original Stockholders will each be permitted to sell 35% of their shares of Common Stock, then the Optionee will be vested as to 35% of the shares subject to the Stock Option upon the occurrence of such Liquidity Event and will, upon the second anniversary of the Grant Date, become vested as to an additional 5% of the shares subject to the Stock Option such that he will then be vested as to 40% of the shares subject to the Stock Option. Upon the Optionee’s termination of employment for any reason, the portion of the Stock Option that is not vested as of such date in accordance with the foregoing provisions of this Section 2 shall cease vesting and terminate immediately.

3. Method of Exercise of the Stock Option.

(a) The portion of the Stock Option as to which the Optionee is vested shall be exercisable by delivery to the Company of a written or electronic notice stating the number of whole shares to be purchased pursuant to this Agreement and accompanied by payment of the full purchase price of the shares of Common Stock to be purchased. Fractional share interests shall be disregarded for this purpose except they may be accumulated.

(b) The exercise price of the Stock Option shall be paid: (i) in cash or by certified check or bank draft payable to the order of the Company; (ii) by exchange of shares of unrestricted Common Stock of the Company already owned by the Optionee (that have been held by the Optionee for six months prior to exercise or which were acquired in the open market) and having an aggregate Fair Market Value equal to the aggregate purchase price, provided, that the Optionee represents and warrants to the Company that the Optionee has held the shares of Common Stock free and clear of liens and encumbrances and has held the shares for at least six months prior to exercise or that such shares were acquired in the open market; (iii) if there shall be a public market for the Common Stock, by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company the aggregate exercise price and, if requested by the Optionee, the minimum amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company; (iv) by promissory note; or (v) by any other procedure approved by the Committee, or by a combination of the foregoing. Notwithstanding the foregoing, in no event shall an Optionee be permitted to exercise an Option in the manner described in clause (iii) and (iv) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate the Sarbanes-Oxley Act of 2002. Without limiting the generality of the foregoing, the Committee may, in its discretion, permit the Optionee’s estate to satisfy the exercise price of the Stock Option during the exercise period following the Optionee’s death by relinquishing the unexercised portion of the Stock Option to the Company and receiving that number of shares of Common Stock the aggregate “spread” of which on the date of exercise which is equal to the excess of (A) the aggregate Fair Market Value over (B) the aggregate exercise price of the number of shares of Common Stock subject to the unexercised portion of the Stock Option.

(c) Prior to the effectiveness of the Optionee’s exercise of the Stock Option, he or she must enter into the Stockholders Agreement, dated as of February 24, 2006, by and among the Company, Ply Gem Investment Holdings, Inc., a Delaware corporation and subsidiary of the Company, Caxton-Iseman (Ply Gem), L.P. and the Other Investors and management stockholders, as defined therein and executing such Stockholders Agreement, as in effect from time to time (the “Stockholders Agreement”).

4. Termination of Employment.

(a) Except as provided in Section 4(b) below with regard to the termination of the Optionee’s employment for Cause, and Section 4(c) below with regard to the termination of the Optionee’s employment due to death or Disability, in the event of the termination of Optionee’s employment, the portion of the Stock Option, if any, which is exercisable at the time of such termination may be exercised prior to the earlier of (a) the expiration of the three month period which commences on the date of termination and (b) the expiration date of the Stock Option.

(b) In the event of the termination of the Optionee’s employment for Cause, the Optionee’s entire Stock Option (whether or not vested) shall be forfeited and canceled in its entirety upon such termination of employment.

(c) In the event of the termination of the Optionee’s employment due to death (or, in the event of the Optionee’s death following termination of employment while the Stock Option remains exercisable) the portion of the Stock Option, if any, which is exercisable at the time of death may be exercised by the Optionee’s estate or by a person who acquired the right to exercise such Stock Option by bequest or inheritance or otherwise by reason of the death of the Optionee at any time prior to the earlier of (a) the first anniversary of the Optionee’s death and (b) the expiration date of the Stock Option. In the event of the termination of the Optionee’s employment due to Disability, the portion of the Stock Option, if any, which is exercisable at the time of such termination may be exercised by the Optionee or the Optionee’s guardian or legal representative at any time prior to the earlier of (a) the first anniversary of such termination and (b) the expiration date of the Stock Option.

(d) Nothing in this Agreement or the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its subsidiaries or Affiliates or interfere in any way with the right of the Company or any of its Affiliates to terminate the Optionee’s employment at any time.

5. Nontransferability of the Stock Option.

The Stock Option is non-transferable by the Optionee other than by will or the laws of descent and distribution and the Stock Option may be exercised, during the lifetime of the Optionee, only by the Optionee or by the Optionee’s guardian or legal representative or any transferee described above.

6. Rights as a Stockholder.

An Optionee or a transferee of the Stock Option shall have no rights as a stockholder with respect to any shares covered by such Stock Option until the date when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date a stock certificate is issued, except as provided in the Plan.

7. Adjustment in the Event of Change in Stock.

In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company, the number and kind of shares subject to the Stock Option and/or the exercise price per share shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion to put the Optionee in the same relative position via-a-vis equity and other option holders as before the change and consistent with adjustments made under the Plan for other Plan participants who have an outstanding Stock Option. The determination of the Committee regarding any adjustment will be final and conclusive.

Notwithstanding the above, in the event of any of the following:

The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;

All or substantially all of the stock or assets of the Company are acquired by another person;

The reorganization or liquidation of the Company; or

The Company shall enter into a written agreement to undergo an event described in clauses (a), (b), or (c) above,

then the Committee may, in its sole discretion and upon at least 10 days advance notice to the affected persons, cancel this Stock Option and cause the Optionee to be paid, in cash or stock, or any combination thereof, the value of the portion of this Stock Option which is then exercisable based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.

8. Payment of Transfer Taxes, Fees and Other Expenses.

The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares acquired pursuant to exercise of the Stock Option, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith. Notwithstanding the foregoing, the Optionee shall be solely responsible for other taxes (including, without limitation, federal, state, local or foreign income, social security, estate or excise taxes) that may be payable as a result of the Optionee’s participation in the Plan or as a result of the exercise of the Stock Option and/or the sale, disposition or transfer of any shares of Common Stock acquired upon the Optionee’s exercise of the Stock Option.

9. Other Restrictions.

The exercise of the Stock Option shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body or (iii) an agreement by the Optionee with respect to the disposition of shares of Common Stock, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such listing, registration, qualification, consent, or approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

The Company may, but will in no event be obligated to, register any securities issuable upon the exercise of all or any portion of the Stock Option pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other affirmative action in order to cause the exercise of the Stock Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. The certificates representing shares issued to Optionee hereunder shall bear such legends as Company determines appropriate referring to restrictions on the transfer of such shares imposed by this Agreement and such other legends as are required or appropriate under applicable law.

10. Disqualifying Disposition.

The Optionee agrees and covenants that if he disposes of any of the Common Stock in a “disqualifying disposition,” as described in Section 422 of the Code, he will immediately contact the Company to inform it of such event.

11. Taxes and Withholding.

As a condition of the exercise of the Stock Option, the Optionee shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Stock Option and the Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to the Optionee, federal, state and local taxes of any kind required by law to be withheld upon the exercise of such Stock Option.

12. Notices.

All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Optionee: to the address specified in Exhibit A hereto

If to the Company:

Ply Gem Prime Holdings, Inc.

c/o Caxton-Iseman Capital, Inc.

500 Park Avenue

8th Floor

New York, New York 10022

Attention: Chairman

Telecopy: (212) 832-9450

, or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 12. Notice and communications shall be effective when actually received by the addressee.

13. Effect of Agreement.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any transferee or successor of the Optionee pursuant to Section 5.

14. Laws Applicable to Construction.

The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware.

15. Severability.

The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If the final judgment of a court of competent jurisdiction declares that any provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power, and is hereby directed, to reduce the scope, duration or area of the provision, to delete specific words or phrases and to replace any invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision and this Agreement shall be enforceable as so modified.

16. Conflicts and Interpretation.

This Agreement is subject to all the terms, conditions and provisions of the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

17. Headings.

The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

18. Amendment.

This Agreement may not be modified, amended or waived, to the extent it would impair the rights of the Optionee, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

19. Term.

The term of this Agreement is ten years from the Grant Date, unless terminated prior to such date in accordance with the provisions herein.

20. Counterparts.

This Agreement may be executed in counterparts, which together shall constitute one and the same original.

IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Optionee has hereunto set the Optionee’s hand.

PLY GEM PRIME HOLDINGS, INC.

________________________________

By:

Title:

_______________________________

Doc #:NY7:162176.1

Exhibit A to

Incentive Stock Option Agreement

of PlyGem Prime Holdings, Inc.

Date of Option Grant:

Name and Address

of Optionee:

________________________________

Number of Shares

Subject to Stock Option:

Exercise Price per Share:

“Liquidity Event” means any transaction in which Caxton-Iseman (Ply Gem), L.P. has the right to exercise “Drag Along Rights” pursuant to Section 4.7 of the Stockholders Agreement or the closing of the initial underwritten public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act.

EX-10.7 6 ex10_7.htm EXHIBIT 10.7 Exhibit 10.7

Exhibit 10.7

Ply Gem Industries, Inc.

606 West Major Street

Kearney, MO 64060

February 12, 2004

Lee Meyer

c/o Ply Gem Industries, Inc.

606 West Major Street

Kearney, MO 64060

Re: Change in Control Severance Benefit Plan for Key Employees

Dear Mr. Meyer:

As you know, you have the right to participate in the Ply Gem Industries, Inc. Change in Control Severance Benefit Plan for Key Employees dated October 30, 2003 (the “Severance Plan”). By signing below, you hereby acknowledge and agree that the Severance Plan is amended solely as applied to you, effective as of the date hereof, by replacing the first sentence of Paragraph 4 with the following:

“If during a period of 36 months following a Change in

Control, either (i) the employment of Employee is terminated by Employer without Cause (as defined below) or (ii) there is a material adverse change in the terms of the employment of Employee which entitles Employee to treat any such change as such a termination as herein after provided, (either (i) or (ii) being referred to herein as a “Qualifying Termination”) Employee shall be entitled to receive severance pay at an annual rate in an amount equal to Employee’s 2003 base pay plus his estimated/actual 2003 performance incentive bonus (excluding all other bonuses, such as any “stay” or relocation bonuses), such severance pay to be paid for the 24-month period following such termination in the same manner as Employee’s basic salary was paid immediately prior to such termination and to be subject to appropriate tax withholding.”

[The remainder of this page is intentionally left blank. Signature Pages follow.]

All other provisions of the Severance Plan as it applies to you remain unchanged.

Sincerely,


	PLY GEM INDUSTRIES, INC.

	By:	/s/
		Name: Shawn Poe
		Title: Vice President, Chief Financial Officer, Secretary and Treasurer

Acknowledged and Agreed:

______________________

Lee Meyer

EX-10.13 7 ex10_13.htm EXHIBIT 10.13 Exhibit 10.13

Exhibit 10.13

Ply Gem Industries, Inc.

185 Platte-Clay Way, Suite A

Kearney, MO 64060

December 1, 2005

John C. Wayne

1235 West 61^st Street

Kansas City, MO 64113

Re: Retention Agreement

Dear John:

Ply Gem Industries, Inc. (“Ply Gem”) considers the continuity of management essential to the best interests of Ply Gem and its stockholders and desires to reinforce and encourage your continued attention and dedication to your duties to Ply Gem and its subsidiaries (each, an “Employer”). As you are aware, Ply Gem maintains the Ply Gem Industries, Inc. Change in Control Severance Benefit Plan for Key Employees, dated October 30, 2003 (the “Current Severance Plan”), in which you are a participant. Under the Current Severance Plan, your right to severance will expire on February 12, 2006 (the “Expiration Date”). To assure your continued focus on your duties to your Employer in light of the forthcoming expiration of your severance protection under the Current Severance Plan, the Board of Directors of Ply Gem (the “Board”) has authorized Ply Gem to enter into this letter agreement with you, which sets forth the compensation that Ply Gem agrees to pay you if your employment is terminated after the Expiration Date under the circumstances described herein.

This letter agreement sets forth the terms and conditions of Ply Gem’s agreement to pay you the compensation under the circumstances described herein, and the parties to this letter agreement acknowledge the receipt and sufficiency of good and valuable consideration in support of this letter agreement, including the covenants and agreements set forth herein.

1. Term

This letter agreement is effective as of the date hereof and shall expire on the second anniversary of the Expiration Date; provided, that, Ply Gem shall have the right to renew this letter agreement for successive one year periods (each, a “Renewal Term”), which right it must exercise prior the second anniversary of the Expiration Date, or the last day of any Renewal Term, as applicable. Notwithstanding the foregoing, if your employment with your Employer is terminated prior to the Expiration Date, this letter agreement shall be null and void and of no further force and effect and you shall not be entitled to any payments or benefits hereunder.

2. Compensation

If, during the term of this letter agreement and on or following the Expiration Date, your employment is terminated (A) by your Employer without “Cause” or (B) by you following a “Material Adverse Change” (as such terms are defined below), you will be entitled to receive, subject to your execution of and continued compliance with a Release and Restrictive Covenant Agreement substantially in the form attached to this letter agreement as Exhibit A (the “Release and Restrictive Covenant Agreement”):

(a) An amount equal to your annual base salary in effect on the date of your termination (which, for the avoidance of doubt shall not include any amounts in respect of any car allowance or payments for any other perquisites or benefits that you may be entitled to). This salary continuation shall be payable in equal installments over the 12-month period following the date of your termination of employment (the “Payment Period”), in accordance with your Employer’s normal payroll practices;

(b) An amount equal to the lesser of (I) your target annual cash bonus with respect to the fiscal year during which your termination of employment occurs (the “Year of Termination”) and (II) the actual annual cash bonus you would have received with respect to the Year of Termination based on actual performance during that year, if you had been employed for the full year, measured as of the time such performance is measured for purposes of paying annual cash bonuses to other executives of your Employer with respect to such year (the “Actual Bonus”). As soon as reasonably practicable following the date that the amount of the Actual Bonus is determined, you shall be paid a lump sum cash payment equal to the portion of the Actual Bonus that you would have been paid prior to such date had such amount been determined as of the date of your termination of employment.

(c) A lump sum payment equal to a pro rata portion of any annual cash bonus that you would have been entitled to receive with respect to the Year of Termination based upon the percentage of such year that shall have elapsed through the date of your termination of employment, and determined as of the date such bonuses are determined for other executives of your Employer (the “Pro Rata Bonus”). The Pro Rata Bonus shall be payable when annual cash bonuses with respect to the Year of Termination are paid to other executives of your Employer.

(d) Continuation of medical and dental benefits for you and your spouse and dependents, if any, during the Payment Period, in the same plans and on the same basis (including, without limitation, contribution rates) as such benefits are provided from time to time to actively employed executives of your Employer, subject to the terms of such plans as the same may exist from time to time; provided, that, the Employer’s obligation to provide such medical and dental benefits shall cease at the time you become eligible for such benefits from another employer;

(e) (i) your base salary through the date of termination; (ii) any declared but unpaid annual cash bonus for any fiscal year preceding the year in which the termination occurs; (iii) reimbursement for any unreimbursed business expenses properly incurred by you in accordance with Employer policy through your date of termination; and (iv) any other amounts, including without limitation, accrued but unused vacation, required to be paid to you under any applicable state statute or regulation.

Your termination shall not be deemed to be terminated by your Employer without Cause or by you following a Material Adverse Change, and you shall not be entitled to any payments or benefits under this Section 2 solely on account of, the sale or disposition by Ply Gem or any Employer, or any parent of Ply Gem or any Employer, as applicable, of the subsidiary or division for which you are employed if you are offered employment by the purchaser or acquirer of such subsidiary or division and such acquirer or purchaser agrees to assume the terms of this letter agreement.

Notwithstanding anything to the contrary in this letter agreement, no further payments or benefits are due under this Section 2 and, subject to applicable state law, Ply Gem and any Employer, as applicable, shall have the right to reclaim any amounts already paid to you under this Section 2 if, at any time during the Restricted Period (as such term is defined in the attached Release and Restrictive Covenant Agreement) after your employment is terminated, (i) you breach any of the provisions of Section VI of the Release and Restrictive Covenant Agreement, or (ii) the Board determines, in good faith, that grounds existed, on or prior to the date of termination of your employment with Employer, including prior to the date of this letter agreement, for your Employer to terminate your employment for Cause; provided, that, in all events you will be entitled to receive amounts in sub-clauses (i), (iii), and (iv) of Section 2(e) above.

For the avoidance of doubt, if your employment is terminated prior to the Expiration Date, you shall not be entitled to any payments or benefits under this letter agreement, and any right that you may have to severance or termination pay or benefits shall be governed by the Current Severance Plan, other arrangements of your Employer, if applicable, and applicable state statute or regulation. You shall have no further rights to any compensation or other benefits under this letter agreement. All other benefits, if any, due you following a termination of employment shall be determined in accordance with the plans, policies and practices of your Employer.

3. Definitions

For purposes of this letter agreement, “Cause” shall mean: (i) your willful and continued failure to perform substantially your material duties (other than any such failures resulting from, or contributed to by, incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Board, which notice specifically identifies the manner in which you have not substantially performed your material duties, and you neglect to cure such failure within 30 days; (ii) a willful failure to follow the lawful direction of the Board or of the senior executive officer of Ply Gem to whom you directly report (if applicable); (iii) your material act of dishonesty or breach of trust in connection with the performance of your duties to Ply Gem or your Employer; (iv) your conviction of, or plea of guilty or no contest to, (x) any felony or (y) any misdemeanor having as its predicate element fraud, dishonesty or misappropriation; or (v) a civil judgment in which Employer is awarded damages from you in respect of a claim of loss of funds through fraud or misappropriation by you, which has become final and is not subject to further appeal.

For purposes of this letter agreement, a “Material Adverse Change” shall mean any of the following, without your express written consent:

(1)	Assignment to you of any duties that are inconsistent with your position, duties and responsibilities and status with Employer as of the Expiration Date;

(2)	Employer’s reduction of your base salary;

(3)

Without your express written consent, Employer’s requiring you to be based anywhere other than within 50 miles of your office location immediately prior to such required relocation, except for required travel on the Employer’s business to an extent substantially consistent with your business travel obligations immediately prior to such required relocation;

(4)	Any action by Employer that would deprive you of any material employee benefit enjoyed by you, except where such change is applicable to all employees participating in such benefit plan;

(5)	Any breach by the Company or Employer of any provision of this Letter Agreement or the Release and Restrictive Covenant Agreement.

4. Release and Restrictive Covenant Agreement

All payments and benefits described in Section 2 of this letter agreement are conditional upon and subject to your execution of the Release and Restrictive Covenant Agreement.

5. Notices

Any notice required by this letter agreement must be in writing and will be deemed to have been duly given (i) if delivered personally or by overnight courier service, sent by facsimile transmission or mailed by United States registered mail, return receipt requested, postage prepaid, and (ii) addressed to the respective addresses or sent via facsimile to the respective facsimile numbers, as the case may be, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt; provided, however, that (X) notices sent by personal delivery or overnight courier shall be deemed given when delivered; (Y) notices sent by facsimile transmission shall be deemed given upon the sender’s receipt of confirmation of complete transmission, and (Z) notices sent by United States registered mail shall be deemed given two days after the date of deposit in the United States mail.

If to the Employee, to the address as shall most currently appear on the records of the Company

If to the Company, to:

Ply Gem Industries, Inc.

606 West Major Street

Kearny, MO 64060

Fax: (816) 903-4330

Attn: President

6. General

Your Employer may withhold from any amounts payable under Section 2 of this letter agreement such federal, state, local or other taxes required to be withheld pursuant to applicable law or regulation.

The payments and benefits provided for in Section 2 of this letter agreement shall not be counted as compensation for purposes of determining benefits under other benefit plans, programs, policies and agreements of your Employer, except to the extent expressly provided therein or herein.

This letter agreement is not intended to result in any duplication of payments or benefits to you and does not give you any right to any compensation or benefits from Ply Gem or your Employer except as specifically stated in this letter agreement.

For you to receive the payments and benefits described in Section 2 of this letter agreement, you will not be required to seek other employment or otherwise mitigate the obligations of your Employer under this letter agreement. There will be no offset against any amounts due under this letter agreement on account of any remuneration attributable to any subsequent employment that you may obtain.

This letter agreement is not a contract of employment and does not give you any right of continued employment or limit the right of your Employer to terminate or change the status of your employment at any time or change any employment policies.

This letter agreement is governed by the laws of the state of Delaware, without reference to the principles of conflict of laws which would cause the laws of another state to apply. By signing this letter agreement, you and Ply Gem irrevocably agree, for the exclusive benefit of the other, that any and all suits, actions or proceedings relating to Section VI of the Release and Restrictive Covenant Agreement (collectively, “Proceedings” and, individually, a “Proceeding”) will be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. You and Ply Gem irrevocably waive any objection that you or Ply Gem may have now or hereafter to the laying of the venue of any Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agree that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon you and Ply Gem and may be enforced in the courts of any other jurisdiction.

You and Ply Gem agree that this letter agreement involves at least $100,000 and that this letter agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. You and Ply Gem irrevocably and unconditionally agree (i) that, to the extent you or Ply Gem are not otherwise subject to service of process in the State of Delaware, you or Ply Gem will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as your agent for acceptance of legal process and notify Ply Gem or you, as applicable, of the name and address of said agent, (ii) that service of process may also be made on you or Ply Gem by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to you or Ply Gem at the address set forth in this letter agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware.

Your rights under this letter agreement are not transferable, assignable or subject to lien or attachment.

This letter agreement contains the entire understanding and agreement between you and Ply Gem concerning the matters described herein. This letter agreement may not be amended except in a writing signed by you and by an authorized officer on behalf of Ply Gem.

Sincerely,




	By:	/s/
		Name: Lee D. Meyer
		Title: President

Acknowledged and Agreed:

_______________________

RELEASE AND RESTRICTIVE COVENANT AGREEMENT

This Release and Restrictive Covenant Agreement (the “Agreement”) is entered into by and between John C. Wayne (the “Employee”) and Ply Gem Industries, Inc. (the “Company”), on December 1, 2005.

I. Release of Claims

In partial consideration of the payments and benefits described in Section 2 of the letter agreement between you and the Company, dated December 1, 2005, (the “Letter”), to which the Employee agrees the Employee is not entitled until and unless he executes this Agreement, the Employee, for and on behalf of himself and his heirs and assigns, subject to the last sentence of this paragraph, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which the Employee ever had, now has or may have against the Company and its shareholders and their respective subsidiaries, successors, assigns, affiliates, directors, officers, partners, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that the Employee signs this Agreement, including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended; and all other federal, state and local laws and regulations. By signing this Agreement, the Employee acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws; provided, that the Employee does not waive or release claims with respect to the right to enforce his rights under the Letter (the “Unreleased Claims”).

II. Proceedings

The Employee acknowledges that he has not filed any complaint, charge, claim or proceeding, except with respect to an Unreleased Claim, if any, against any of the Releasees before any local, state or federal agency, court or other body (each individually a “Proceeding”). The Employee represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted. The Employee (a) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (b) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, the Employee understands that, by executing this Agreement, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in Section I of this Agreement shall prevent the Employee from (x) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under the ADEA contained in Section I of this Agreement (but no other portion of such waiver); or (y) initiating or participating in an investigation or proceeding conducted by the EEOC.

III. Time to Consider

The Employee acknowledges that he has been advised that he has 21 days from the date of receipt of this Agreement to consider all the provisions of this Agreement and he does hereby knowingly and voluntarily waive said given 21 day period. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN SECTION I OF THIS AGREEMENT AND THE OTHER PROVISIONS HEREOF. THE EMPLOYEE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT, AND THE EMPLOYEE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

IV. Revocation

The Employee hereby acknowledges and understands that the Employee shall have seven days from the date of the Employee’s execution of this Agreement to revoke this Agreement (including, without limitation, any and all claims arising under the ADEA) and that neither the Company nor any other person is obligated to provide any benefits to the Employee pursuant to Section 2 of the Letter until eight days have passed since the Employee’s signing of this Agreement without the Employee having revoked this Agreement, in which event the Company immediately shall arrange and/or pay for any such benefits otherwise attributable to said eight-day period, consistent with the terms of the Letter. If the Employee revokes this Agreement, the Employee will be deemed not to have accepted the terms of this Agreement, and no action will be required of the Company under any section of this Agreement.

V. No Admission

This Agreement does not constitute an admission of liability or wrongdoing of any kind by the Employee or the Company.

VI. Restrictive Covenants

A. Non-Competition/Non-Solicitation

The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and controlled affiliates and accordingly agrees as follows:

1. During the period commencing on the date of the Employee’s termination of employment and ending on the last day of the Payment Period (the “Restricted Period”), or such longer period as described in the last sentence of Section VII of this Agreement, the Employee will not, directly or indirectly, (w) engage in any “Competitive Business” (defined below) for the Employee’s own account, (x) enter the employ of, or render any services to, any person engaged in any Competitive Business, (y) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (z) interfere with business relationships between the Company and customers or suppliers of, or consultants to, the Company.

2. For purposes of this Section VI, a “Competitive Business” means, as of any date, including during the Restricted Period, any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages in or proposes to engage in the following activities in any geographical area in which the business unit for which the Employee works does business: the manufacture and sale of vinyl and composite siding.

3. For purposes of this Section VI and of Section VII of this Agreement, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates.

4. Notwithstanding anything to the contrary in this Agreement, the Employee may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Employee (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own one percent (1%) or more of any class of securities of such person.

5. During the Restricted Period, the Employee will not, directly or indirectly, without the Company’s written consent, solicit or encourage to cease to work with the Company any employee or any consultant of the Company or any person who was an employee of or consultant then under contract with the Company within the six-month period preceding such activity. In addition, during the Restricted Period, the Employee will not, without the Company’s written consent, directly or indirectly hire any person who is or who was, within the six-month period preceding such activity, an employee of the Company.

6. The Employee understands that the provisions of this Section VI.A may limit the Employee’s ability to earn a livelihood in a business similar to the business of the Company, but the Employee nevertheless agrees and hereby acknowledges that (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (B) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (C) such provisions are not harmful to the general public and (D) such provisions are not unduly burdensome to the Employee. In consideration of the foregoing and in light of the Employee’s education, skills and abilities, the Employee agrees that he shall not assert that, and it should not be considered that, any provisions of Section VI.A. otherwise are void, voidable or unenforceable or should be voided or held unenforceable.

7. It is expressly understood and agreed that, although the Employee and the Company consider the restrictions contained in this Section VI.A to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Section VI.A or elsewhere in this Agreement is an unenforceable restriction against the Employee, the provisions of the Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

B. Nondisparagement

The Employee agrees (whether during or after the Employee’s employment with the Company) not to issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about the Company or the shareholders, officers, directors or managers of the Company other than to the extent reasonably necessary in order to (i) assert a bona fide claim against the Company arising out of the Employee’s employment with the Company, or (ii) respond in a truthful and appropriate manner to any legal process or give truthful and appropriate testimony in a legal or regulatory proceeding.

C. Company Policies

The Employee agrees to abide by the terms of any employment policies or codes of conduct of the Company that apply to the Employee after termination of employment.

D. Confidentiality/Company Property

The Employee shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below) except while employed by the Company, in furtherance of the business of and for the benefit of the Company, or any “Personal Information” (as defined below); provided that the Employee may disclose such information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company and/or its affiliates, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (i) promptly notify the Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order. For purposes of this Section VI.D, (i) “Confidential Information” shall mean non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information relating to the business of the Company or its affiliates or customers, that, in any case, is not otherwise available to the public (other than by the Employee’s breach of the terms hereof) and (ii) “Personal Information” shall mean any information concerning the personal, social or business activities of the shareholders, officers or directors of the Company. Upon termination of the Employee’s employment with the Company, the Employee shall return all Company property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information.

E. Developments

All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or produced by the Employee, alone or with others, and in any way relating to the business or any proposed business of the Company of which the Employee has been made aware, or the products or services of the Company of which the Employee has been made aware, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form, at any time during the Employee’s employment with the Company or any subsidiary of the Company (“Developments”), shall be the sole and exclusive property of the Company. The Employee agrees to, and hereby does, assign to the Company, without any further consideration, all of the Employee’s right, title and interest throughout the world in and to all Developments. The Employee agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments, and the Employee hereby assigns to the Company, without any further consideration, all of the rights comprised in the copyright and other proprietary rights the Employee may have in any such Development to the extent that it might not be considered a work made for hire. The Employee shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request.

F. Cooperation

At any time after the date of the Employee’s termination of employment, the Employee agrees to cooperate (i) with the Company in the defense of any legal matter involving any matter that arose during the Employee’s employment with the Company and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the Company. The Company will reimburse the Employee for any earnings lost by the Employee and any reasonable travel and out of pocket expenses incurred by the Employee in providing such cooperation.

VII. Enforcement

The Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections VI.A,B,D and E of this Agreement would be inadequate, and, in recognition of this fact, the Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, the Company shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Employee pursuant to Section 2 of the Letter and, subject to applicable state law, to reclaim any amounts already paid under Section 2 of the Letter upon a good faith determination by the Board of Directors of the Company that the Employee has violated any provision of Section VI of this Agreement, subject to payment of all such amounts upon a final determination that the Employee had not violated Section VI of this Agreement. If the Employee breaches any of the covenants contained in Section VI.A, B, D or E of this Agreement, and the Company Group obtains injunctive relief with respect thereto, the period during which the Employee is required to comply with that particular covenant shall be extended by the same period that the Employee was in breach of such covenant prior to the effective date of such injunctive relief.

VIII. General Provisions

A. No Waiver; Severability

A failure of the Company or any of the Releasees to insist on strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision hereof. If any provision of this Agreement is determined to be so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable, and in the event that any provision is determined to be entirely unenforceable, such provision shall be deemed severable, such that all other provisions of this Agreement shall remain valid and binding upon the Employee and the Releasees.

B. Governing Law

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF DELAWARE.

Each party to this Agreement irrevocably agrees for the exclusive benefit of the other that any and all suits, actions or proceedings relating to Section VI of this Agreement (collectively, “Proceedings” and, individually, a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction.

Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware.

C. Counterparts

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

D. Notice

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, if sent by facsimile transmission or if mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via facsimile to the respective facsimile numbers, as the case may be, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt; provided, however, that (i) notices sent by personal delivery or overnight courier shall be deemed given when delivered; (ii) notices sent by facsimile transmission shall be deemed given upon the sender’s receipt of confirmation of complete transmission, and (iii) notices sent by United States registered mail shall be deemed given two days after the date of deposit in the United States mail.

If to the Employee, to the address as shall most currently appear on the records of the Company

If to the Company, to:

Ply Gem Industries, Inc.

606 West Major Street

Kearny, MO 64060

Fax: (816) 903-4330

Attn: President

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

EMPLOYEE

______________________________

PLY GEM INDUSTRIES, INC.

By:___________________________

Name: Lee D. Meyer

Title: President

EX-10.14 8 ex10_14.htm EXHIBIT 10.14 Exhibit 10.14

Exhibit 10.14

Ply Gem Industries, Inc.

185 Platte-Clay Way, Suite A

Kearney, MO 64060

February 1, 2006

Lynn A. Morstad

5863 Sugar Loaf Mountain Road

Roanoke, VA 24018

Re: Retention Agreement

Dear Lynn:

Ply Gem Industries, Inc. (“Ply Gem”) considers the continuity of management essential to the best interests of Ply Gem and its stockholders and desires to reinforce and encourage your continued attention and dedication to your duties to Ply Gem and its subsidiaries (each, an “Employer”). You presently have an Employment Agreement, dated January 17, 2003, as amended, with MW Manufacturers, Inc. (the “Current Agreement”). To assure your continued focus on your duties to your Employer, the Board of Directors of Ply Gem (the “Board”) has authorized Ply Gem to enter into this letter agreement with you, which sets forth the compensation that Ply Gem agrees to pay you if your employment is terminated during the term of this agreement under the circumstances described herein.

1. Term

This letter agreement is effective as of the date hereof and shall expire on January 31, 2008 (the “Expiration Date”) provided, that, Ply Gem shall have the right to renew this letter agreement for successive one year periods (each, a “Renewal Term”), which right it must exercise prior the second anniversary of the Expiration Date, or the last day of any Renewal Term, as applicable.

2. Compensation

If, during the term of this agreement, your employment is terminated (A) by your Employer without “Cause” or (B) by you following a “Material Adverse Change” (as such terms are defined below), you will be entitled to receive, subject to your execution of and continued compliance with a Release and Restrictive Covenant Agreement substantially in the form attached to this letter agreement as Exhibit A (the “Release and Restrictive Covenant Agreement”):

3. Definitions

For purposes of this letter agreement, a “Material Adverse Change” shall mean any of the following, without your express written consent:

(1)	Assignment to you of any duties that are inconsistent with your position, duties and responsibilities and status with Employer as of the Expiration Date;

(2)	Employer’s reduction of your base salary;

(3)	Any action by Employer that would deprive you of any material employee benefit enjoyed by you, except where such change is applicable to all employees participating in such benefit plan;

(4)	Any breach by the Company or Employer of any provision of this Letter Agreement or the Release and Restrictive Covenant Agreement.

4. Release and Restrictive Covenant Agreement

All payments and benefits described in Section 2 of this letter agreement are conditional upon and subject to your execution of the Release and Restrictive Covenant Agreement. Furthermore, it is expressly understood and agreed that this agreement replaces and supersedes all provisions of the Current Agreement, that the Current Agreement is hereby terminated and of no further force and effect and that you are not entitled to any benefits hereunder.

5. Notices

If to the Employee, to the address as shall most currently appear on the records of the Company

If to the Company, to:

Ply Gem Industries, Inc.

606 West Major Street

Kearny, MO 64060

Fax: (816) 903-4330

Attn: President

6. General

Your rights under this letter agreement are not transferable, assignable or subject to lien or attachment.

Sincerely,


	PLY GEM INDUSTRIES, INC.

	By:	/s/
		Name: Lee D. Meyer
		Title: President

Acknowledged and Agreed:

____________________

RELEASE AND RESTRICTIVE COVENANT AGREEMENT

This Release and Restrictive Covenant Agreement (the “Agreement”) is entered into by and between Lynn Morstad (the “Employee”) and Ply Gem Industries, Inc. (the “Company”), on February 1, 2006.

I. Release of Claims

In partial consideration of the payments and benefits described in Section 2 of the letter agreement between you and the Company, dated February 1, 2006, (the “Letter”), to which the Employee agrees the Employee is not entitled until and unless he executes this Agreement, the Employee, for and on behalf of himself and his heirs and assigns, subject to the last sentence of this paragraph, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which the Employee ever had, now has or may have against the Company and its shareholders and their respective subsidiaries, successors, assigns, affiliates, directors, officers, partners, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that the Employee signs this Agreement, including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended; and all other federal, state and local laws and regulations. By signing this Agreement, the Employee acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws; provided, that the Employee does not waive or release claims with respect to the right to enforce his rights under the Letter (the “Unreleased Claims”).

II. Proceedings

III. Time to Consider

IV. Revocation

V. No Admission

This Agreement does not constitute an admission of liability or wrongdoing of any kind by the Employee or the Company.

VI. Restrictive Covenants

A. Non-Competition/Non-Solicitation

The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and controlled affiliates and accordingly agrees as follows:

3. For purposes of this Section VI and of Section VII of this Agreement, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates.

B. Nondisparagement

C. Company Policies

The Employee agrees to abide by the terms of any employment policies or codes of conduct of the Company that apply to the Employee after termination of employment.

D. Confidentiality/Company Property

E. Developments

F. Cooperation

VII. Enforcement

VIII. General Provisions

A. No Waiver; Severability

B. Governing Law

C. Counterparts

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

D. Notice

If to the Employee, to the address as shall most currently appear on the records of the Company

If to the Company, to:

Ply Gem Industries, Inc.

606 West Major Street

Kearny, MO 64060

Fax: (816) 903-4330

Attn: President

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

EMPLOYEE

______________________________

PLY GEM INDUSTRIES, INC.

By:___________________________

Name: Lee D. Meyer

Title: President

EX-10.15 9 ex10_15.htm EXHIBIT 10.15 Exhibit 10.15

Exhibit 10.15

Ply Gem Industries, Inc.

185 Platte-Clay Way, Suite A

Kearney, MO 64060

February 1, 2006

Mark S. Montgomery

1928 Tucker Lane

Salem, VA 24153

Re: Retention Agreement

Dear Mark:

Ply Gem Industries, Inc. (“Ply Gem”) considers the continuity of management essential to the best interests of Ply Gem and its stockholders and desires to reinforce and encourage your continued attention and dedication to your duties to Ply Gem and its subsidiaries (each, an “Employer”). You presently have an Employment Agreement, dated June 16, 2003, as amended, with MW Manufacturers, Inc. (the “Current Agreement”). To assure your continued focus on your duties to your Employer, the Board of Directors of Ply Gem (the “Board”) has authorized Ply Gem to enter into this letter agreement with you, which sets forth the compensation that Ply Gem agrees to pay you if your employment is terminated during the term of this agreement under the circumstances described herein.

1. Term

2. Compensation

3. Definitions

For purposes of this letter agreement, a “Material Adverse Change” shall mean any of the following, without your express written consent:

(1)	Assignment to you of any duties that are inconsistent with your position, duties and responsibilities and status with Employer as of the Expiration Date;

(2)	Employer’s reduction of your base salary;

(3)	Any action by Employer that would deprive you of any material employee benefit enjoyed by you, except where such change is applicable to all employees participating in such benefit plan;

(4)	Any breach by the Company or Employer of any provision of this Letter Agreement or the Release and Restrictive Covenant Agreement.

4. Release and Restrictive Covenant Agreement

5. Notices

If to the Employee, to the address as shall most currently appear on the records of the Company

If to the Company, to:

Ply Gem Industries, Inc.

606 West Major Street

Kearny, MO 64060

Fax: (816) 903-4330

Attn: President

6. General

Your rights under this letter agreement are not transferable, assignable or subject to lien or attachment.

Sincerely,


	PLY GEM INDUSTRIES, INC.

	By:	/s/
		Name: Lee D. Meyer
		Title: President

Acknowledged and Agreed:

____________________

RELEASE AND RESTRICTIVE COVENANT AGREEMENT

This Release and Restrictive Covenant Agreement (the “Agreement”) is entered into by and between Mark Montgomery (the “Employee”) and Ply Gem Industries, Inc. (the “Company”), on February 1, 2006.

I. Release of Claims

II. Proceedings

III. Time to Consider

IV. Revocation

V. No Admission

This Agreement does not constitute an admission of liability or wrongdoing of any kind by the Employee or the Company.

VI. Restrictive Covenants

A. Non-Competition/Non-Solicitation

The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and controlled affiliates and accordingly agrees as follows:

3. For purposes of this Section VI and of Section VII of this Agreement, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates.

B. Nondisparagement

C. Company Policies

The Employee agrees to abide by the terms of any employment policies or codes of conduct of the Company that apply to the Employee after termination of employment.

D. Confidentiality/Company Property

E. Developments

F. Cooperation

VII. Enforcement

VIII. General Provisions

A. No Waiver; Severability

B. Governing Law

C. Counterparts

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

D. Notice

If to the Employee, to the address as shall most currently appear on the records of the Company

If to the Company, to:

Ply Gem Industries, Inc.

606 West Major Street

Kearny, MO 64060

Fax: (816) 903-4330

Attn: President

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

EMPLOYEE

______________________________

PLY GEM INDUSTRIES, INC.

By:___________________________

Name: Lee D. Meyer

Title: President

EX-10.16 10 ex10_16.htm EXHIBIT 10.16 Exhibit 10.16

Exhibit 10.16

Ply Gem Industries, Inc.

185 Platte-Clay Way, Suite A

Kearney, MO 64060

December 1, 2005

Jeff Klein

4801 Hyada Blvd. NE

Tacoma, WA 98422

Re: Retention Agreement

Dear Jeff:

1. Term

This letter agreement is effective as of the date hereof and shall expire on December 31, 2007 (the “Expiration Date”) provided, that, Ply Gem shall have the right to renew this letter agreement for successive one year periods (each, a “Renewal Term”), which right it must exercise prior the second anniversary of the Expiration Date, or the last day of any Renewal Term, as applicable.

2. Compensation

If, during the term of this letter agreement, your employment is terminated (A) by your Employer without “Cause” or (B) by you following a “Material Adverse Change” (as such terms are defined below), you will be entitled to receive, subject to your execution of and continued compliance with a Release and Restrictive Covenant Agreement substantially in the form attached to this letter agreement as Exhibit A (the “Release and Restrictive Covenant Agreement”):

3. Definitions

For purposes of this letter agreement, a “Material Adverse Change” shall mean any of the following, without your express written consent:

(1)	Assignment to you of any duties that are inconsistent with your position, duties and responsibilities and status with Employer as of the Expiration Date;

(2)	Employer’s reduction of your base salary;

(3)	Any action by Employer that would deprive you of any material employee benefit enjoyed by you, except where such change is applicable to all employees participating in such benefit plan;

(4)	Any breach by the Company or Employer of any provision of this Letter Agreement or the Release and Restrictive Covenant Agreement.

4. Release and Restrictive Covenant Agreement

All payments and benefits described in Section 2 of this letter agreement are conditional upon and subject to your execution of the Release and Restrictive Covenant Agreement.

5. Notices

If to the Employee, to the address as shall most currently appear on the records of the Company

If to the Company, to:

Ply Gem Industries, Inc.

606 West Major Street

Kearny, MO 64060

Fax: (816) 903-4330

Attn: President

6. General

Your rights under this letter agreement are not transferable, assignable or subject to lien or attachment.

;Sincerley,


	PLY GEM INDUSTRIES, INC.

	By:	/s/
		Name: Lee D. Meyer
		Title: President

Acknowledged and Agreed:

______________________

RELEASE AND RESTRICTIVE COVENANT AGREEMENT

This Release and Restrictive Covenant Agreement (the “Agreement”) is entered into by and between Jeff Klein (the “Employee”) and Ply Gem Industries, Inc. (the “Company”), on December 1, 2005.

I. Release of Claims

II. Proceedings

III. Time to Consider

IV. Revocation

V. No Admission

This Agreement does not constitute an admission of liability or wrongdoing of any kind by the Employee or the Company.

VI. Restrictive Covenants

A. Non-Competition/Non-Solicitation

The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and controlled affiliates and accordingly agrees as follows:

3. For purposes of this Section VI and of Section VII of this Agreement, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates.

B. Nondisparagement

C. Company Policies

The Employee agrees to abide by the terms of any employment policies or codes of conduct of the Company that apply to the Employee after termination of employment.

D. Confidentiality/Company Property

E. Developments

F. Cooperation

VII. Enforcement

VIII. General Provisions

A. No Waiver; Severability

B. Governing Law

C. Counterparts

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

D. Notice

If to the Employee, to the address as shall most currently appear on the records of the Company

If to the Company, to:

Ply Gem Industries, Inc.

606 West Major Street

Kearny, MO 64060

Fax: (816) 903-4330

Attn: President

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

EMPLOYEE

______________________________

PLY GEM INDUSTRIES, INC.

By:___________________________

Name: Lee D. Meyer

Title: President

EX-10.17 11 ex10_17.htm EXHIBIT 10.17 Exhibit 10.17

KROY BUILDING PRODUCTS, INC.

SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

This Separation Agreement and General Release of all Claims (the “Agreement”), dated as of October 16, 2005, is entered into by and between Kroy Building Products, Inc., a Delaware corporation (the “Company”), David S. McCready (the “Executive”) and, with respect to Section 2C only, Ply Gem Investment Holdings, Inc., a Delaware corporation (“PIHI”).

WHEREAS, the Executive is currently employed by the Company as its President; and

WHEREAS, the Company and the Executive have agreed that the Executive’s employment with the Company and its subsidiaries and affiliates shall terminate effective October 16, 2005 (the “Termination Date”), and the Executive shall relinquish his title of President of the Company and any other positions that he presently holds with the Company or any of its subsidiaries or affiliates, including, without limitation, PIHI and Ply Gem Industries, Inc. (“Ply Gem”) (collectively, the “Company Group”); and

WHEREAS, the Company desires to provide the Executive with certain benefits upon the Executive’s termination of employment with the Company, in exchange for the Executive’s agreement to comply with certain restrictive covenants in favor of the Company and to release certain claims against the Company and its subsidiaries, parents, shareholders and their respective executives, officers, directors, partners, members and agents, on the terms and subject to the conditions more fully set forth in this Agreement.

NOW THEREFORE, in consideration of the promises, mutual covenants and other good and valuable consideration set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Executive and the Company (the “Parties”) agree as follows:

1. Termination of Employment.

The Executive and the Company hereby agree that the Executive’s employment and any and all titles, positions and appointments he holds with the Company or any member of the Company Group, whether as an officer, director, employee, consultant, agent or otherwise (including, without limitation as President of the Company) shall cease as of the Termination Date. Effective as of the Termination Date, the Executive shall have no authority to act on behalf of any member of the Company Group and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company Group, commit any member of the Company Group in any manner or otherwise act in an executive or other decision-making capacity with respect to any member of the Company Group.

2. Payments and Benefits.

In consideration for the Executive’s entering into this Agreement, specifically including the general release in Section 6 of this Agreement and the restrictive covenants contained in Section 5 of this Agreement, the Executive shall be entitled to the following payments and benefits, subject to the general release becoming effective (i.e., the Executive not exercising his right to revoke the release as described in Section 6E of this Agreement) and the Executive’s continued compliance with the restrictive covenants contained in Section 5 of this Agreement:

A. Payment by the Company of severance pay in an amount equal to $223,600, which represents the Executive’s annual base salary as in effect immediately prior to the Termination Date (for the avoidance of doubt this amount shall not, and no portion of any severance paid to the Executive pursuant to this Agreement shall include any amounts in respect of any car allowance or payments for any other perquisites or benefits for the Executive) and which is subject to reduction by the Company to satisfy any applicable federal, state and local income and employment tax withholding obligations of the Company. This payment shall be made in 12 equal monthly installments during the period from the Termination Date until the first anniversary of the Termination Date the (“Severance Period”). The Company shall mail the first payment on the day following the date the general release described in Section 6 of this Agreement becomes effective (i.e., the Executive’s not exercising his right to revoke the release as described in Section 6E of this Agreement) and shall make each of the following 11 payments on the 15th day of each of the months of November through September occurring during the Severance Period by direct deposit into an account of the Executive; provided, that, if the 15th day of any such month falls on a weekend or on a Company holiday, the Company shall make such direct deposit payment no later than the Monday or first business day (as applicable) following the 15th;

B. Provided that the Executive, or any of his covered dependents, as applicable, timely elects to continue medical and dental coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of the COBRA premiums for the Executive and each of his eligible covered dependents for whom continuation coverage is elected, for the period commencing on the Termination Date and ending on the earlier of (i) last day of the Severance Period, and (ii) the date on which the Executive’s COBRA coverage otherwise terminates as provided by law;

C. Effective as of the Termination Date, an amount equal to $352,500.00 (the “Stock Repurchase Amount”), paid by PIHI, which shall constitute a repurchase by PIHI of (A) the 5,250 shares of common stock par value $0.01 per share of PIHI (“PIHI Stock”) held by the Executive as of the Termination Date that were purchased by the Executive pursuant to the Ply Gem Investment Holdings, Inc. Subscription Agreement, dated as of February 12, 2004, by and between PIHI and the Executive (the “Subscription Agreement”) and (B) the 30,000 shares of PIHI Stock held by the Executive as of the Termination Date that were purchased by the Executive pursuant to the Option Agreement, dated February 12, 2004, by and between the Executive and Caxton-Iseman (Ply Gem), L.P. (the “Option Agreement”), calculated based on a $10.00 purchase price per share of PHIC Stock. The Stock Repurchase Amount shall be mailed to the Executive on a date (the “Stock Repurchase Payment Date”) that is not later than 15 days after the date the Executive signs this Agreement, assuming that the general release has become effective as of the Stock Repurchase Payment Date, i.e., that the Executive has not exercised his right to revoke the release as described in Section 6E of this Agreement. The Executive acknowledges and agrees that, except as provided in this Section 2C, as of the date of this Agreement, there are no outstanding stock options or other equity awards held by the Executive that were granted to the Executive by the Company, PIHI or any other member of the Company Group and the Executive does not hold any other shares of PIHI Stock or any other securities of the Company or any member of the Company Group;

D. Regardless of whether the Executive signs this Agreement, as soon as reasonably practicable following the Termination Date or such earlier date as may be required by applicable state statute or regulation, (i) any annual base salary earned but unpaid through the Termination Date, (ii) payment in respect of any vacation time that is accrued but unused through the Termination Date, and (iii) reimbursement for all un-reimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the Termination Date and not yet reimbursed by the Company; provided, that, the Executive must submit to the Company, within 21 days after the Termination Date, any outstanding expense reports within his possession, and the Executive shall not receive reimbursement in respect of any expense reports submitted after such date.

E. All benefits accrued up to the Termination Date, to the extent vested, under all employee benefit plans of the Company and any member of the Company Group, except for any plan that provides for severance, separation pay or termination benefits, in accordance with the terms of such plans and under the Option Agreement, Subscription Agreement, Stockholders Agreement or any other agreement governing any securities of any member of the Company Group that are held by the Executive as of the Termination Date.

The Executive acknowledges and agrees that (i) the Executive’s receipt of all payments and benefits provided in Section 2 of this Agreement constitutes full and final payment, accord and satisfaction of any and all potential claims to the extent described in Section 6A of this Agreement, (ii) except for the payments and benefits described in Sections 2A through 2C of this Agreement, to which the Executive is only entitled if he does not revoke the release in Section 6 of this Agreement and continues to comply with the restrictive covenants contained in Section 5 of this Agreement, the Executive is not entitled to any other compensation or benefits from the Company or any member of the Company Group (including without limitation any severance or termination compensation or benefits), and (iii) as of and after the Termination Date, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by any member of the Company Group in respect of periods commencing on and following the Termination Date, including without limitation, any plan which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (a “Qualified Plan”); provided, that, nothing in this Agreement shall constitute a waiver by the Executive of his rights to vested benefits, if any, under any Qualified Plan or under any Company group health plan or to any other benefits to which he may be entitled under applicable law in respect of his services to the Company prior to the Termination Date.

If the Executive revokes the release in Section 6 of this Agreement during the revocation period described in such section, then this Agreement shall be void as of and following the date of this Agreement, and the Executive shall be deemed to have resigned from the Company as of such date and the applicable provisions of employee benefit plans and of the Ply Gem Investment Holdings, Inc. Stockholders Agreement, dated as of February 12, 2004, by and between PIHI, Caxton-Iseman (Ply Gem), L.P. and certain other investors in and management stockholders of PIHI (the “Stockholders Agreement”) shall apply.

3. Additional Consideration.

The Executive acknowledges that, except with respect to the payments described in Section 2D of this Agreement, pursuant to this Agreement he is receiving consideration in addition to any amounts to which he would have otherwise been entitled but for this Agreement.

4. Return of Company Property.

No later than the Termination Date, the Executive shall return to the Company all originals and copies of papers, notes and documents (in any medium, including computer disks), whether property of any member of the Company Group or not, prepared, received or obtained by the Executive during the course of, and in connection with, his employment with or services for the Company or any member of the Company Group, and all equipment and property of any member of the Company Group which may be in the Executive’s possession or under his control, whether at the Company’s offices, the Executive’s home or elsewhere, including all such papers, work papers, notes, documents and equipment in the possession of the Executive. The Executive agrees that he and his family shall not retain copies of any such papers, work papers, notes and documents. Notwithstanding the foregoing, the Executive may retain copies of any employment, compensation, benefits or shareholders agreements between the Executive and the Company, this Agreement and any employee benefit plan materials distributed generally to participants in any such plan by the Company. On the Termination Date, all telephone and other accounts being paid by the Company on the Executive’s behalf, shall be terminated and all company credit cards shall be returned to the Company and canceled. To the extent any charges are made by the Executive using company accounts or credit cards after the Termination Date, such charges will be solely the Executive’s responsibility.

5. Restrictive Covenants

A. Survival of Non-Disclosure Agreement; Employee Information Agreement; Ply Gem Code of Ethics

Notwithstanding anything to the contrary in this Agreement, the covenants and other provisions set forth in the Employee’s Non-Disclosure Agreement, signed by the Executive on January 11, 2005 (the “Non-Disclosure Agreement”), the Kroy Building Products Employee Information Agreement, dated January 15, 2004 (the “Employee Information Agreement”), the Ply Gem Industries, Inc. Code of Ethics (the “Ply Gem Code of Ethics”) and Section 6.3 of the Stockholders Agreement that expressly survive termination of the Executive’s employment shall survive the Termination Date and be effective for the periods described therein.

B. Non-Competition/Non-Solicitation.

The Executive acknowledges and recognizes the highly competitive nature of the Company and accordingly agrees as follows:

1. During the period commencing on the Termination Date and ending on the first anniversary of such date (the “Restricted Period”) or such longer period as described in the last sentence of Section 5G of this Agreement, the Executive will not, directly or indirectly, (w) engage in any “Competitive Business” (defined below) for the Executive’s own account, (x) enter the employ of, or render any services to, any person engaged in any Competitive Business, (y) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (z) interfere with business relationships between the Company and customers or suppliers of, or consultants to the Company.

2. For purposes of this Section 5B, a “Competitive Business” means, as of any date, including during the Restricted Period, (A) any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages in or proposes to engage in the manufacturing of vinyl and composite fencing, railing and decking, or (B) any business or activity that relates to the design, marketing, distribution, resale, wholesale or retailing of vinyl and composite fencing, railing and decking, in the case of clause (A) or (B), in any geographical area in which the Company does business.

3. For purposes of this Section 5B, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates.

4. Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own one percent (1%) or more of any class of securities of such person.

5. During the Restricted Period, the Executive will not, directly or indirectly, without the Company’s written consent, solicit or encourage to cease to work with the Company any employee or any consultant of the Company or any person who was an employee of or consultant then under contract with the Company within the 12-month period preceding such solicitation or encouragement activity. In addition, during the Restricted Period, the Executive will not, without the Company’s written consent, directly or indirectly hire any person who is or who was, within the 12-month period preceding such hiring activity, an employee of the Company.

6. The Executive understands that the provisions of this Section 5B may limit the Executive’s ability to earn a livelihood in a business similar to the business of the Company, but the Executive nevertheless agrees and hereby acknowledges that (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (B) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (C) such provisions are not harmful to the general public and (D) such provisions are not unduly burdensome to the Executive. In consideration of the foregoing and in light of the Executive’s education, skills and abilities, the Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Section 5B otherwise are void, voidable or unenforceable or should be voided or held unenforceable.

7. It is expressly understood and agreed that, although the Executive and the Company consider the restrictions contained in this Section 5B to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Section 5B or elsewhere in this Agreement is an unenforceable restriction against the Executive, the provisions of the Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

C. Nondisparagement

The Executive agrees not to issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about any member of the Company Group or any of their respective shareholders, officers, directors or managers other than to the extent reasonably necessary in order to (i) assert a bona fide claim against a member of the Company Group arising out of the Executive’s employment with the Company, or (ii) respond in a truthful and appropriate manner to any legal process or give truthful and appropriate testimony in a legal or regulatory proceeding.

D. References

The Company agrees that, in response to a request from any person or entity for a reference check on the Executive, the Company shall only provide such person or entity with the Executive’s dates of employment and title and position held. Nothing herein precludes employees of the Company or any employee of any member of the Company Group from providing a reference if so requested by the Executive, and the Company agrees not to prohibit such provision.

E. Confidentiality/Company Property

The Executive shall not, without the prior written consent of the Company or any applicable member of the Company Group, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” or any “Personal Information” (as such terms are defined below); provided that the Executive may disclose such information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of any member of the Company Group, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Executive to divulge, disclose or make accessible such information; provided, further, that in the event that the Executive is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Executive shall (i) promptly notify the applicable member of the Company Group of such order, (ii) at the written request of such member, diligently contest such order at the sole expense of such member as expenses occur, and (iii) at the written request of such member, seek to obtain, at the sole expense of the member, such confidential treatment as may be available under applicable laws for any information disclosed under such order. For purposes of this Section 5E, (i) “Confidential Information” shall mean non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information relating to the business of any member of the Company Group or customers, that, in any case, is not otherwise available to the public (other than by the Executive’s breach of the terms hereof) and (ii) “Personal Information” shall mean any information concerning the personal, social or business activities of the shareholders, officers or directors of any member of the Company Group. Upon termination of the Executive’s employment with the Company, and except as provided in Section 4 of this Agreement, the Employee shall return all Company property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information.

F. Cooperation and Indemnification

1. Cooperation. At any time after the Termination Date, the Executive agrees to cooperate (i) with any member of the Company Group in the defense of any legal matter involving any matter that arose during the Executive’s employment with the Company or service to any member of the Company Group and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to any member of the Company Group. The applicable member of the Company Group will reimburse the Executive for any reasonable travel and out of pocket expenses incurred by the Executive in providing such cooperation. In addition, with respect to any time after the Severance Period, the Company, or any applicable member of the Company Group, as applicable, shall pay the Executive a fee equal to $2,000 per day, pro-rated for any partial days, that the Executive is required to cooperate with any member of the Company Group or any government authorities in compliance with this Section 5F.

2. Indemnification. The Company, on behalf of its affiliates, successors, employees, agents and assigns, hereby agrees to defend, indemnify and hold harmless the Executive, to the maximum extent permitted by applicable law, from and against any and all actions, causes of action, claims, obligations, liabilities, demands, losses, diminutions in value, damages (including incidental and consequential), costs and expenses, including without limitation, costs of investigation and defense, attorneys’ fees and other professional fees and expenses, of any kind or nature, whether matured or hereinafter accruing, directly or indirectly arising from any act or omission of the Executive by reason of his being an officer, director or employee of any member of the Company Group. For a period of two years after the Termination Date, the Company shall provide, at its expense, Directors and Officers insurance coverage to cover the Executive at least to the extent such coverage was maintained during his employment by the Company.

G. Enforcement

The Executive acknowledges and agrees that the Company Group’s remedies at law for a breach or threatened breach of any of the provisions of Sections 5.A, 5B, 5C and 5E of this Agreement would be inadequate, and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company Group, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available, and the Executive shall reimburse any member of the Company Group for all reasonable attorneys’ fees, expenses and costs incurred by such member in connection with such member’s efforts to enforce such covenants. In addition, the Company shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Executive pursuant to Section 2 of this Agreement and, subject to applicable state law, to reclaim any amounts already paid to the Executive under this Agreement upon a determination by the Company Group that the Executive has violated any provision of Section 5 of this Agreement that is listed above, subject to payment of all such amounts upon a final determination that the Executive had not violated such section. If the Executive breaches any of the covenants contained in Section 5 of this Agreement and any member of the Company Group obtains injunctive relief with respect thereto, the period during which the Executive is required to comply with that particular covenant shall be extended by the same period that the Executive was in breach of such covenant prior to the effective date of such injunctive relief.

6. Acknowledgment and Release.

A. In consideration of the Company’s execution of the Agreement, and except with respect to the Company’s obligations arising under or preserved in the Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases all common law, statutory and other complaints, claims, charges and causes of action of any nature whatsoever, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the “Releasees”), including, without limitation, all complaints, claims, charges and causes of action arising out of or relating to the Executive’s employment or termination of employment with, status as a shareholder of or serving in any capacity in respect of, any member of the Company Group and all complaints, claims, charges and causes of action under the Age Discrimination in Employment Act of 1967 (the “ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990 and Title VII of the Civil Rights Act of 1964, all as amended, and all other federal, state and local laws and in the nature of contract law or tort law. By signing the Agreement the Executive acknowledges that he intends to waive and release any rights known or unknown he may have against the Releasees under these and any other laws; provided, that the Executive does not waive or release claims with respect to the right to enforce this Agreement.

B. The Executive acknowledges that he has not filed any complaint, charge, claim or proceeding against any of the Releasees before any local, state or federal agency, court or other body (each individually a “Proceeding”). The Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted.

C. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, the Executive understands that by entering into this Agreement, he will be limiting the availability of certain remedies that he may have against the Company and also limiting his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 6 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against any member of the Company Group before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under the ADEA contained in Section 6 of this Agreement (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC with respect to the ADEA.

D. The Executive acknowledges that he has been given 21 days from the date of receipt of this Agreement to consider all the provisions of this Agreement, and he does hereby knowingly and voluntarily waive said given 21-day period. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS SECTION 6 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

E. The Executive shall have seven days from the date of his execution of this Agreement to revoke the Agreement, including the release given under this Section 6 with respect to all claims referred to herein (including, without limitation, any and all claims arising under the ADEA). If the Executive revokes this Agreement including, without limitation, the release given under this Section 6, the Executive will be deemed not to have accepted the terms of this Agreement, including any action required of the Company, PIHI or any member of the Company Group by any Section of this Agreement.

7. Miscellaneous.

A. Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and contains all agreements, whether written, oral, express or implied, between the Parties relating thereto and supersedes and extinguishes any other agreement relating thereto, whether written, oral, express or implied, between the Parties, including, without limitation, the Subscription Agreement and the Option Agreement; provided, that the Non-Disclosure Agreement, the Employee Information Agreement and the Executive’s obligations pursuant to the Ply Gem Code of Ethics shall not be superseded by this Agreement and shall remain in full force and effect, and provided, further, that no rights or obligations established under any superseded agreement and specifically preserved by this Agreement are extinguished. Other than this Agreement and as otherwise explicitly stated herein, there are no agreements of any nature whatsoever between the Executive and any member of the Company Group that survive this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Executive agrees that, as of the Termination Date, the Executive shall have no further rights pursuant to the Stockholders Agreement; provided that the provisions of Section 6.3 of the Stockholders Agreement regarding post-employment covenants of the Executive shall remain binding on the Executive and survive in accordance with their terms.

B. Modification. This Agreement may not be modified or amended, nor may any rights under it be waived, except in a writing signed and agreed to by the Parties.

C. Notices. Any notice given pursuant to the Agreement to any party hereto shall be deemed to have been duly given when mailed by registered or certified mail, return receipt requested, or by overnight courier, or when hand delivered as follows:

If to the Company:

Kroy Building Products, Inc.

1857 Evans Road

Cary, North Carolina 27513

Attention: Lee Meyer, Chief Executive Officer

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Carl Reisner, Esq.

If to the Executive:

1132 Weeping Glen Court

Raleigh, North Carolina 27614

or at such other address as either party shall from time to time designate by written notice, in the manner provided herein, to the other party hereto.

D. Successors; Death Benefit. The Agreement shall be binding upon and inure to the benefit of the Parties, their respective heirs, successors and assigns. In the event the Executive dies at any time before any amounts payable to him under this Agreement are paid in full, the amounts remaining to be paid under this Agreement at the time of his death shall be paid (at such times as such amounts would have been paid to the Executive) to his surviving spouse, if any, and otherwise to his estate.

E. Taxes. Notwithstanding any other provision of this Agreement to the contrary, the Company or any member of the Company Group, as applicable, may withhold from all amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld pursuant to any applicable laws and regulations. The Executive shall be responsible for the payment of his portion of any and all required federal, state, local and foreign taxes incurred, or to be incurred, in connection with any amounts payable to the Executive under this Agreement.

F. Severability. In the event that any provision of the Agreement is determined to be invalid or unenforceable, the remaining terms and conditions of the Agreement shall be unaffected and shall remain in full force and effect. In addition, if any provision is determined to be invalid or unenforceable due to its duration and/or scope, the duration and/or scope of such provision, as the case may be, shall be reduced, such reduction shall be to the smallest extent necessary to comply with applicable law, and such provision shall be enforceable, in its reduced form, to the fullest extent permitted by applicable law.

G. Non-Admission. Nothing contained in the Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Executive or on the part of any member of the Company Group.

H. No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment and, to the extent that the Executive obtains or undertakes other employment, the payment will not be reduced by the earnings of the Executive from the other employment.

I. Venue. Any action or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of North Carolina (or, if appropriate, a federal court located within the State of North Carolina), and the Company and the Executive hereby consent to the jurisdiction of such a court.

J. Governing Law/Waiver of Jury Trial. The Agreement shall be governed by, and construed in accordance with the internal laws of the State of North Carolina, without regard to principles of conflicts of laws of such state that may cause the laws of another state to apply. The Company and the Executive each hereby waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.

K. Counterparts. The Agreement may be executed by one or more of the Parties hereto on any number of separate counterparts and all such counterparts shall be deemed to be one and the same instrument. Each party hereto confirms that any facsimile copy of such party’s executed counterpart of the Agreement (or its signature page thereof) shall be deemed to be an executed original thereof.

[Remainder of Page Intentionally Left Blank]

Doc #:NY7:62379.3

IN WITNESS WHEREOF, the undersigned have executed the Agreement on the date first written above.

KROY BUILDING PRODUCTS, INC.

By:_________________________________

Title:

_________________________________

David S. McCready

With respect to Section 2C only,

PLY GEM INVESTMENT HOLDINGS, INC.

By:_________________________________

Title:

EX-10.18 12 ex10_18.htm EXHIBIT 10.18 Exhibit 10.18

GREAT LAKES WINDOWS

SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

This Separation Agreement and General Release of all Claims (the “Agreement”), dated as of November 28, 2005, is entered into by and between Great Lakes Windows, a wholly owned subsidiary of Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), Mark A. Watson (the “Executive”) and, with respect to Section 2C only, Ply Gem Investment Holdings, Inc., a Delaware corporation (“PIHI”).

WHEREAS, the Executive is currently employed by the Company as its President; and

WHEREAS, the Company and the Executive have agreed that the Executive’s employment with the Company and its subsidiaries and affiliates shall terminate effective November 28, 2005 (the “Termination Date”), and the Executive shall relinquish his title of President of the Company and, except as specifically provided herein, all other positions of employment, service or responsibility that he presently holds (whether as an officer, director, employee or otherwise) with the Company or any of its subsidiaries or affiliates, including, without limitation, PIHI and Ply Gem Industries, Inc. (“Ply Gem”) (collectively, the “Company Group”); and

1. Continuation and Termination of Employment; Performance of Mutually Agreed Tasks.

A. The Executive will continue working for the Company pursuant to the terms of the Employment Agreement through the Termination Date. Pursuant to Section 2 of the Employment Agreement, the Executive confirms that he and the Chairman and Chief Executive Officer of the Company (the “CEO”) have mutually agreed that the Executive will continue to perform the Tasks for the period commencing on the Termination Date and ending on the earlier of January 27, 2006 or the completion of the Tasks (the “Task Completion Date”) (with both the Executive and the Company acknowledging that the Executive has been engaged in the performance of the Tasks prior to the Termination Date), that the Tasks are consistent with the Executive’s prior status as President of the Company and that the Executive will use his best efforts to perform the Tasks and complete then as soon as reasonably practicable. The Tasks will be to provide advice, support and services (including attending meetings if requested) necessary to effect a succesful transition to the new President of the Company. Notwithstanding clause (ii) of Section 4(a) of the Employment Agreement, during the period following the Termination Date the Company may terminate the Executive’s employment with the Company only for “Cause,” as defined in the Employment Agreement, or upon the reasonable determination of the Board of Directors of the Company (the “Board”) that the Executive has failed to attempt in good faith to perform the Tasks. The Tasks need not be performed by the Executive at the Company’s offices, but the Executive may be required to attend specific meetings outside of the Company’s offices at specific times as directed by the CEO (it being understood that the Company will use its reasonable efforts to minimize the number of such meetings following the Termination Date). The Executive will stay on the Company’s e-mail system until January 27, 2006.

B. The Executive will provide a written report to the CEO no later than five (5) business days following the Termination Date, and no later than the fifth (5th) day of each calendar month through the Task Completion Date, describing in reasonable detail the status of each of the Tasks and the remaining items to be completed for each of the Tasks.

C. The Executive and the Company hereby agree that Executive’s employment and any and all titles, positions and appointments he holds with the Company and any of its affiliates or subsidiaries (collectively, the “Company Group”), whether as officer, director, employee, consultant, agent or otherwise (including, without limitation as President of the Company) shall cease as of the Termination Date, unless earlier terminated by the Company for Cause, by the Executive by resignation or on account of the Executive’s death or disability. Effective as of the Termination Date, the Executive shall have no authority to act on behalf of the Company or any other member of the Company Group, and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company Group, commit any member of the Company Group in any manner or otherwise act in an executive or other decision-making capacity with respect to any member of the Company Group.

2. Payments and Benefits.

In consideration for the Executive’s entering into this Agreement, specifically including the general release in Section 6 of this Agreement and the restrictive covenants contained in Section 5 of this Agreement, the Executive shall be entitled to the following payments and benefits, subject to the general release becoming effective (i.e., the Executive not exercising his right to revoke the release as described in Section 6 of this Agreement) and the Executive’s continued compliance with the restrictive covenants contained in Section 5 of this Agreement:

A. Payment by the Company of severance pay at an annual rate in an amount equal to $234,875.00, which represents the Executive’s annual base salary and performance incentive bonus in 2003 (for the avoidance of doubt this amount shall not, and no portion of any severance paid to the Executive pursuant to this Agreement shall include any amounts in respect of any car allowance or payments for any other perquisites or benefits for the Executive) and which is subject to reduction by the Company to satisfy any applicable federal, state and local income and employment tax withholding obligations of the Company. This payment shall be made in 24 equal monthly installments during the period from the Termination Date until the second anniversary of the Termination Date the (“Severance Period”). The Company shall mail the first payment on the day following the date the general release described in Section 6 of this Agreement becomes effective (i.e., the Executive’s not exercising his right to revoke the release as described in Section 6 of this Agreement) and shall make each of the following 23 payments on the 15th day of each of the months of December 2005 through October 2007 occurring during the Severance Period by direct deposit into an account of the Executive; provided, that, if the 15th day of any such month falls on a weekend or on a Company holiday, the Company shall make such direct deposit payment no later than the Monday or first business day (as applicable) following the 15th;

C. An amount equal to $423,000.00 (the “Stock Repurchase Amount”), shall be paid to you by PIHI, which shall constitute a repurchase by PIHI of (A) the 28,710 shares of common stock par value $0.01 per share of PIHI (“PIHI Stock”) held by the Executive as of the Termination Date that were purchased by the Executive pursuant to the Ply Gem Investment Holdings, Inc. Subscription Agreement, dated as of February 12, 2004, by and between PIHI and the Executive (the “Subscription Agreement”) and (B) the 13,590 phantom incentive units held by the Executive as of the Termination Date that were acquired by the Executive pursuant to the “Ply Gem Investment Holdings, Inc. Amended and Restated Phantom Stock Plan” (the “Amended and Restated Phantom Stock Plan”), calculated based on a $10.00 purchase price per share of PHIC Stock. All phantom incentive units belonging to the Executive as well as all of Executive’s rights under the Amended and Restated Phantom Stock Plan are terminated in full as of the Termination Date. The Stock Repurchase Amount shall be mailed to the Executive on February 15, 2006 (the “Stock Repurchase Payment Date”), assuming that the general release has become effective as of the Stock Repurchase Payment Date, i.e., that the Executive has not exercised any of his rights to revoke as described in Section 6 of this Agreement. The Executive acknowledges and agrees that, except as provided in this Section 2C, as of the date of this Agreement, there are no outstanding stock options or other equity awards held by the Executive that were granted to the Executive by the Company, PIHI or any other member of the Company Group and the Executive does not hold any other shares of PIHI Stock, or hold or have any rights relating to PIHI Stock or any other securities of the Company or of any member of the Company Group;

The Executive acknowledges and agrees that (i) the Executive’s receipt of all payments and benefits provided in Section 2 of this Agreement constitutes full and final payment, accord and satisfaction of any and all potential claims to the extent described in Section 6 of this Agreement, (ii) except for the payments and benefits described in Sections 2A through 2C of this Agreement, to which the Executive is only entitled if he does not exercise his rights of revocation as provided in Section 6 of this Agreement and continues to comply with the restrictive covenants contained in Section 5 of this Agreement, the Executive is not entitled to any other compensation or benefits from the Company or any member of the Company Group (including without limitation any severance or termination compensation or benefits), and (iii) as of and after the Termination Date, the Executive shall no longer participate in, accrue service credit or have contributions made on his behalf under any employee benefit plan sponsored by any member of the Company Group in respect of periods commencing on and following the Termination Date, including without limitation, any plan which is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (a “Qualified Plan”); provided, that, except as expressly provided herein, nothing in this Agreement shall constitute a waiver by the Executive of his rights to vested benefits, if any, under any Qualified Plan or under any Company group health plan or to any other fringe benefits to which he may be entitled under applicable law in respect of his services to the Company prior to the Termination Date.

If the Executive revokes the Initial Release pursuant to Sections 6A-6F of this Agreement during the revocation period described in such section, then this Agreement shall be void as of and following the date of this Agreement, and the Executive shall be deemed to have resigned from the Company as of such date and the applicable provisions of employee benefit plans and of the Ply Gem Investment Holdings, Inc. Stockholders Agreement, dated as of February 12, 2004, by and between PIHI, Caxton-Iseman (Ply Gem), L.P. and certain other investors in and management stockholders of PIHI (the “Stockholders Agreement”) shall apply. If the Executive does not revoke the Initial Release, but fails to give or revokes after giving the Task Completion Date Release, then the provisions of Section 6G shall apply.

3. Additional Consideration.

4. Return of Company Property.

No later than the Task Completion Date, the Executive shall return to the Company all originals and copies of papers, notes and documents (in any medium, including computer disks), whether property of any member of the Company Group or not, prepared, received or obtained by the Executive during the course of, and in connection with, his employment with or services for the Company or any member of the Company Group, and all equipment and property of any member of the Company Group which may be in the Executive’s possession or under his control, whether at the Company’s offices, the Executive’s home or elsewhere, including all such papers, work papers, notes, documents and equipment in the possession of the Executive. The Executive agrees that he and his family shall not retain copies of any such papers, work papers, notes and documents. Notwithstanding the foregoing, the Executive may retain copies of any employment, compensation, benefits or shareholders agreements between the Executive and the Company, this Agreement and any employee benefit plan materials distributed generally to participants in any such plan by the Company. On the Task Completion Date, all telephone and other accounts being paid by the Company on the Executive’s behalf, shall be terminated and all company credit cards shall be returned to the Company and canceled. To the extent any charges are made by the Executive using company accounts or credit cards after the Task Completion Date, such charges will be solely the Executive’s responsibility.

5. Restrictive Covenants

A. Survival of Non-Disclosure Agreement; Employee Information Agreement; Ply Gem Code of Ethics

Notwithstanding anything to the contrary in this Agreement, the covenants and other provisions set forth in the Employee’s Non-Disclosure Agreement, previously signed by the Executive (the “Non-Disclosure Agreement”), the Great Lakes Windows Employee Information Agreement, (the “Employee Information Agreement”), the Ply Gem Industries, Inc. Code of Ethics (the “Ply Gem Code of Ethics”) and Section 6.3 of the Stockholders Agreement that expressly survive termination of the Executive’s employment shall survive the Termination Date and be effective for the periods described therein.

B. Non-Competition/Non-Solicitation

The Executive acknowledges and recognizes the highly competitive nature of the Company and accordingly agrees as follows:

1. During the period commencing on the Termination Date and ending on the second anniversary of such date (the “Restricted Period”) or such longer period as described in the last sentence of Section 5G of this Agreement, the Executive will not, directly or indirectly, (w) engage in any “Competitive Business” (defined below) for the Executive’s own account, (x) enter the employ of, or render any services to, any person engaged in any Competitive Business, (y) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (z) interfere with business relationships between the Company and customers or suppliers of, or consultants to the Company.

2. For purposes of this Section 5B, a “Competitive Business” means, as of any date, including during the Restricted Period, (A) any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages in or proposes to engage in the manufacturing of windows, doors or siding, or (B) any business or activity that relates to the design, marketing, distribution, resale, wholesale or retailing of windows, doors or siding, in the case of clause (A) or (B), in any geographical area in which the Company does business.

3. For purposes of this Section 5B, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates.

5. During the Restricted Period, the Executive will not, directly or indirectly, without the Company’s written consent, solicit or encourage to cease to work with the Company any employee or any consultant of the Company or any person who was an employee of or consultant then under contract with the Company within the 24-month period preceding such solicitation or encouragement activity. In addition, during the Restricted Period, the Executive will not, without the Company’s written consent, directly or indirectly hire any person who is or who was, within the 24-month period preceding such hiring activity, an employee of the Company.

C. Nondisparagement

D. References

E. Confidentiality/Company Property

F. Cooperation

At any time after the Termination Date, the Executive agrees to cooperate (i) with any member of the Company Group in the defense of any legal matter involving any matter that arose during the Executive’s employment with the Company or service to any member of the Company Group and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to any member of the Company Group. The applicable member of the Company Group will reimburse the Executive for any reasonable travel and out of pocket expenses incurred by the Executive in providing such cooperation. In addition, with respect to any time after the Severance Period, the Company, or any applicable member of the Company Group, as applicable, shall pay the Executive a fee equal to $2,000 per day, pro-rated for any partial days, that the Executive is required to cooperate with any member of the Company Group or any government authorities in compliance with this Section 5F.

G. Enforcement

6. Acknowledgment and Release.

A. Initial Release The Executive acknowledges and agrees that the payments and benefits described in Sections 2A, 2B and 2C above shall be contingent on the Executive’s not revoking the Agreement during the seven-day revocation period described in Section 6B of this Agreement. If the Executive revokes this Agreement during such revocation period, this Agreement shall be null and void and of no further force and effect.

B. The Executive shall have seven days from the date of his execution of this Agreement to revoke this Agreement, including the release given under this Section 6 with respect to all claims referred to herein (including, without limitation, any and all claims arising under the ADEA). If the Executive revokes this Agreement including, without limitation, the release given under this Section 6, the Executive will be deemed not to have accepted the terms of this Agreement, including any action required of the Company by any section of this Agreement.

C. In consideration of the Company’s execution of this Agreement, and except with respect to the Company’s obligations arising under or preserved in this Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases any common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive’s employment or termination of employment with, or his serving in any capacity in respect of, any member of the Company Group, both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the “Releasees”), including, without limitation, any claim for any severance benefit which but for this Agreement might have been due the Executive under any previous agreement executed by and between any member of the Company Group and the Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing this Agreement the Executive acknowledges that he intends to waive and release any rights known or unknown he may have against the Releasees under these and any other laws; provided, that the Executive does not waive or release claims with respect to the right to enforce this Agreement.

D. The Executive acknowledges that he has not filed any complaint, charge, claim or proceeding against any of the Releasees before any local, state or federal agency, court or other body relating to his employment or the resignation thereof (each individually a “Proceeding”). The Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted.

E. The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, the Executive understands that by entering into this Agreement, he will be limiting the availability of certain remedies that he may have against the Company and also limiting his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 12 shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in this Section 12 (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC with respect to the ADEA.

F. The Executive acknowledges that he has been given 21 days from the date of receipt of this Agreement to consider all the provisions of this Agreement and he does hereby knowingly and voluntarily waive said given 21-day period. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT, BY SIGNING BELOW, HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS SECTION 12 AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT, AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

G. Task Completion Date Release Those payments and benefits described in Sections 2A, 2B and 2C above which are due after the Termination Date shall be contingent on the Executive’s execution on the Task Completion Date of a release of claims substantially in the form attached to this Agreement as Exhibit A (the “Task Completion Date Release”), and not revoking such Task Completion Date Release during the applicable seven-day revocation period. If the Executive revokes such Task Completion Date Release during the period described in the immediately preceding sentence, this Agreement (other than the Release given in Sections 6A-6F, and other than the payments and benefits due between the Termination Date and the Task Completion Date) shall be void as of and following the Termination Date.

7. Miscellaneous.

A. Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and contains all agreements, whether written, oral, express or implied, between the Parties relating thereto and supersedes and extinguishes any other agreement relating thereto, whether written, oral, express or implied, between the Parties, including, without limitation, the Subscription Agreement and the Amended and Restated Phantom Stock Plan; provided, that the Non-Disclosure Agreement, the Employee Information Agreement and the Executive’s obligations pursuant to the Ply Gem Code of Ethics shall not be superseded by this Agreement and shall remain in full force and effect, and provided, further, that no rights or obligations established under any superseded agreement and specifically preserved by this Agreement are extinguished. All phantom incentive units belonging to the Executive as well as all of Executive’s rights under the Amended and Restated Phantom Stock Plan are terminated in full as of the Termination Date. Other than this Agreement and as otherwise explicitly stated herein, there are no agreements of any nature whatsoever between the Executive and any member of the Company Group that survive this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Executive agrees that, as of the Termination Date, the Executive shall have no further rights pursuant to the Stockholders Agreement; provided that the provisions of Section 6.3 of the Stockholders Agreement regarding post-employment covenants of the Executive shall remain binding on the Executive and survive in accordance with their terms.

B. Modification. This Agreement may not be modified or amended, nor may any rights under it be waived, except in a writing signed and agreed to by the Parties.

If to the Company:

Great Lakes Windows

c/o Ply Gem Holdings, Inc.

P.O. Box 1017

Kearney, MO 64060

Attention: Lee Meyer, Chief Executive Officer

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Carl Reisner, Esq.

If to the Executive:

[Address]

or at such other address as either party shall from time to time designate by written notice, in the manner provided herein, to the other party hereto.

I. Venue. Any action or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of Ohio (or, if appropriate, a federal court located within the State of Ohio), and the Company and the Executive hereby consent to the jurisdiction of such a court.

J. Governing Law/Waiver of Jury Trial. The Agreement shall be governed by, and construed in accordance with the internal laws of the State of Ohio, without regard to principles of conflicts of laws of such state that may cause the laws of another state to apply. The Company and the Executive each hereby waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.

[Remainder of Page Intentionally Left Blank]

Doc #:NY7:89700.2

IN WITNESS WHEREOF, the undersigned have executed the Agreement on the date first written above.

GREAT LAKES WINDOWS

By:_________________________________

Title:

_________________________________

Mark A. Watson

[Address]

With respect to Section 2C only,

PLY GEM INVESTMENT HOLDINGS, INC.

By:_________________________________

Title:

Doc #:NY7:89700.2

Exhibit A

RELEASE OF CLAIMS

[Great Lakes Windows, a wholly owned subsidiary of Ply Gem Holdings, Inc., a Delaware corporation] (the “Company”) and Mark A. Watson (the “Executive”) are parties to a Separation Agreement and General Release of all Claims, dated as of November 28, 2005, under which the parties mutually agreed to terminate the Employment Agreement by and between the Company and the Executive, (the “Employment Agreement”), and the Executive’s employment thereunder (the “Termination Agreement”). In consideration of the promises set forth in this Release and the Termination Agreement, the Executive agrees as follows:

1. Acknowledgment and Release

In consideration of the Company’s execution of the Termination Agreement, and except with respect to the Company’s obligations arising under or preserved in the Termination Agreement, the Executive, for and on behalf of himself and his heirs and assigns, hereby waives and releases all common law, statutory or other complaints, claims, charges or causes of action arising out of or relating to the Executive’s employment or termination of employment with, or his serving in any capacity in respect of, any member of the Company Group (as defined in the Termination Agreement), both known and unknown, in law or in equity, which the Executive may now have or ever had against any member of the Company Group or any shareholder, employee, director or officer of any member of the Company Group (collectively, the “Releasees”), including, without limitation, any claim for any severance benefit which but for this Release and the Termination Agreement might have been due the Executive under any previous agreement executed by and between any member of the Company Group and the Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, all as amended; and all other federal, state and local laws. By signing this Release the Executive acknowledges that he intends to waive and release all rights known or unknown he may have against the Releasees under these and any other laws; provided, that the Executive does not waive or release claims with respect to the right to enforce this Release or the Termination Agreement.

The Executive acknowledges that he has not filed any complaint, charge, claim or proceeding against any of the Releasees before any local, state or federal agency, court or other body relating to his employment or the resignation thereof (each individually a “Proceeding”). The Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be instituted.

The Executive (i) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, the Executive understands that by entering into this Release, he will be limiting the availability of certain remedies that he may have against the Company and also limiting his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in this Release shall prevent the Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of his claims under ADEA contained in this Release (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC with respect to ADEA.

The Executive acknowledges that he has been given 21 days from the date of receipt of this Release to consider all the provisions of this Release and he does hereby knowingly and voluntarily waive said given 21 day period. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS RELEASE CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW, HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS RELEASE AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS RELEASE, AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

The Executive shall have seven days from the date of his execution of this Release to revoke this Release. If the Executive revokes this, the Executive will be deemed not to have accepted the terms of the Termination Agreement (other than the Release given in Sections 6A-6F thereof from and after the Task Completion Date), including any action required of the Company after the Task Completion Date by any Section of the Termination Agreement.

The Executive acknowledges that nothing in this Release shall constitute any admission of wrongdoing by the Company or any Releasee.

_________________________________

Mark A. Watson

Dated: January 27, 2006

EX-31.1 13 ex31_1.htm EXHIBIT 31.1 Exhibit 31.1

Exhibit 31.1

Certification Pursuant To

Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Lee D. Meyer, certify that:

1. I have reviewed this annual report on Form 10-K of Ply Gem Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: March 27, 2006	By:	/s/ Lee D. Meyer

		Name: Lee D. Meyer
		Title: President and Chief Executive Officer

EX-31.2 14 ex31_2.htm EXHBIT 31.2 Exhbit 31.2

Exhibit 31.2

Certification Pursuant To

Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Shawn K. Poe, certify that:

1. I have reviewed this annual report on Form 10-K of Ply Gem Holdings, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: March 27, 2006	By:	/s/ Shawn K. Poe
		Name: Shawn K. Poe
		Title: Vice President, Chief Financial Officer, Treasurer and Secretary

-----END PRIVACY-ENHANCED MESSAGE-----