Exhibit 10.12


 


EXECUTION VERSION


 


AMENDMENT
NO. 4, dated as of November 16, 2018 (this “Fourth Amendment”), among Ply
Gem Midco, Inc. (formerly known as Pisces Midco, Inc.), a Delaware corporation
(together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers party hereto (collectively
with the Parent Borrower, the “Borrowers”), the Lenders and the Issuing Lenders party hereto (such Lenders,
the “Incremental Lenders”) and UBS AG, STAMFORD BRANCH (“UBS”), as Administrative Agent,
Collateral Agent and Swingline Lender. Capitalized terms used herein and not defined shall have the meaning set forth in the Credit
Agreement (as defined below) or on Annex I hereto, as applicable.


 


WHEREAS, the Parent
Borrower, the Subsidiary Borrowers from time to time party thereto, UBS, as Administrative Agent, Collateral Agent, Swingline
Lender and an Issuing Lender, the Lenders and other Issuing Lenders from time to time party thereto, are parties to that certain
ABL Credit Agreement dated as of April 12, 2018 (as amended by Amendment No. 1, dated as of August 7, 2018, Amendment No. 2, dated
as of October 15, 2018, and Amendment No. 3, dated as of November 14, 2018, and as the same may be further amended, supplemented,
waived or otherwise modified prior to the date hereof, the “Credit Agreement”); and


 


WHEREAS, effective as
of the Fourth Amendment Effective Date (as defined below) and pursuant to Subsection 2.6 and Subsection 11.1 of the
Credit Agreement, the Borrowers, the Incremental Lenders and the Administrative Agent have agreed to amend the Credit Agreement
(as so amended, the “Amended Credit Agreement”) as set forth in Section 1 hereto and the Borrowers are
obtaining Supplemental Commitments in the amount of $215,000,000 under Subsection 2.6 of the Credit Agreement in connection with
the Limited Condition Transaction referred to in Section 4(ii) of the Fourth Amendment Lender Joinder Agreement (as defined below)
dated as of the date hereof.


 


NOW, THEREFORE, in consideration
of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.          Commitment
Agreements; Credit Agreement Amendments.


 


(a)         Subject
to the satisfaction or waiver of the conditions set forth in Section 2 hereof:


 


(i)          Upon
the increase in the Commitments under the Credit Agreement pursuant to this Fourth Amendment becoming effective, each U.S. Facility
Lender immediately prior to such increase that is providing less than its ratable share (or none) of the increase in the U.S.
Facility Commitments (each, a “U.S. Facility Commitment Decrease Lender”) shall automatically and without further
act be deemed to have assigned to each U.S. Facility Lender providing more than its ratable share of the increase in the U.S.
Facility Commitments or, for the avoidance of doubt, any U.S. Facility Lender that was not a U.S. Facility Lender prior to the
effectiveness of this Fourth Amendment that is providing any such increase in the U.S. Facility Commitments (each, a “U.S.
Facility Commitment Increase Lender”) a portion of, and each such U.S. Facility Commitment Increase Lender will automatically
and without further act be deemed to have assumed a portion of, such U.S. Facility Commitment Decrease Lender’s participations
under the Credit Agreement in outstanding U.S. Facility Letters of Credit and Swingline Loans such that on the Fourth Amendment
Effective Date, after giving effect to each such deemed assignment and assumption of such participations, the percentage of the
aggregate outstanding participations in U.S. Facility Letters of Credit issued under the Credit Agreement and Swingline Loans
held by each U.S. Facility Lender (including each such U.S. Facility Commitment Increase Lender and U.S. Facility Commitment Decrease
Lender) will equal an amount (expressed as a percentage) equal to (a) such U.S. Facility Lender’s U.S. Facility
Commitment divided by (b) the aggregate U.S. Facility Commitments of all U.S. Facility Lenders.


 




    	 	 	 



     


    

 


(ii)         Upon
the increase in the Commitments under the Credit Agreement pursuant to this Fourth Amendment becoming effective, each Canadian
Facility Lender immediately prior to such increase that is providing less than its ratable share (or none) of the increase in
the Canadian Facility Commitments (each, a “Canadian Facility Commitment Decrease Lender”) shall automatically
and without further act be deemed to have assigned to each Canadian Facility Lender providing more than its ratable share of the
increase in the Canadian Facility Commitments or, for the avoidance of doubt, any Canadian Facility Lender that was not a Canadian
Facility Lender prior to the effectiveness of this Fourth Amendment that is providing any such increase in the Canadian Facility
Commitments (each, a “Canadian Facility Commitment Increase Lender”) a portion of, and each such Canadian Facility
Commitment Increase Lender will automatically and without further act be deemed to have assumed a portion of, such Canadian Facility
Commitment Decrease Lender’s participations under the Credit Agreement in outstanding Canadian Facility Letters of Credit
such that on the Fourth Amendment Effective Date, after giving effect to each such deemed assignment and assumption of such participations,
the percentage of the aggregate outstanding participations in Canadian Facility Letters of Credit issued under the Credit Agreement
held by each Canadian Facility Lender (including each such Canadian Facility Commitment Increase Lender and Canadian Facility
Commitment Decrease Lender) will equal an amount (expressed as a percentage) equal to (a) such Canadian Facility Lender’s
Canadian Facility Commitment divided by (b) the aggregate Canadian Facility Commitments of all Canadian Facility Lenders.


 


(iii)        Upon
the increase in the Commitments under the Credit Agreement pursuant to this Fourth Amendment becoming effective, (1) the
U.S. Borrowers shall automatically and without further act be deemed to have (x) repaid a portion of the U.S. Facility
Revolving Credit Loans of each U.S. Facility Commitment Decrease Lender in an aggregate principal amount for all U.S. Facility
Commitment Decrease Lenders equal to the amount paid by all U.S. Facility Commitment Increase Lenders to the Administrative Agent
as referenced in clause (2) below and (y) obtained U.S. Facility Revolving Credit Loans from each U.S. Facility Commitment
Increase Lender in an aggregate principal amount for all U.S. Facility Commitment Increase Lenders equal to the amount paid by
all U.S. Facility Commitment Increase Lenders to the Administrative Agent as referenced in clause (2) below, and (2) each
U.S. Facility Commitment Increase Lender shall pay to the Administrative Agent, for the account of each U.S. Facility Commitment
Decrease Lender, an amount representing the U.S. Facility Revolving Credit Loans obtained from such U.S. Facility Commitment Increase
Lender, which shall be in an amount such that on the Fourth Amendment Effective Date, after giving effect to each such deemed
repayment and obtainment of such U.S. Facility Revolving Credit Loans and the corresponding payment made by each U.S. Facility
Increase Lender to the Administrative Agent, the percentage of the aggregate outstanding U.S. Facility Revolving Credit Loans
under the Credit Agreement held by each U.S. Facility Lender (including each such U.S. Facility Commitment Increase Lender and
U.S. Facility Commitment Decrease Lender) will equal an amount (expressed as a percentage) equal to (a) such U.S.
Facility Lender’s U.S. Facility Commitment divided by (b) the aggregate U.S. Facility Commitments of all U.S.
Facility Lenders.


 




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(iv)        Upon
the increase in the Commitments under the Credit Agreement pursuant to this Fourth Amendment becoming effective, (1) the
U.S. Borrowers or the Canadian Borrowers, as applicable, shall automatically and without further act be deemed to have (x)
repaid a portion of the Canadian Facility Revolving Credit Loans of each Canadian Facility Commitment Decrease Lender in an aggregate
principal amount for all Canadian Facility Commitment Decrease Lenders equal to the amount paid by all Canadian Facility Commitment
Increase Lenders to the Administrative Agent as referenced in clause (2) below and (y) obtained Canadian Facility Revolving
Credit Loans from each Canadian Facility Commitment Increase Lender in an aggregate principal amount for all Canadian Facility
Commitment Increase Lenders equal to the amount paid by all Canadian Facility Commitment Increase Lenders to the Administrative
Agent as referenced in clause (2) below, and (2) each Canadian Facility Commitment Increase Lender shall pay to the Administrative
Agent, for the account of each Canadian Facility Commitment Decrease Lender, an amount representing the Canadian Facility Revolving
Credit Loans obtained from such Canadian Facility Commitment Increase Lender, which shall be in an amount such that on the Fourth
Amendment Effective Date, after giving effect to each such deemed repayment and obtainment of such Canadian Facility Revolving
Credit Loans and the corresponding payment made by each Canadian Facility Increase Lender to the Administrative Agent, the percentage
of the aggregate outstanding Canadian Facility Revolving Credit Loans under the Credit Agreement held by each Canadian Facility
Lender (including each such Canadian Facility Commitment Increase Lender and Canadian Facility Commitment Decrease Lender) will
equal an amount (expressed as a percentage) equal to (a) such Canadian Facility Lender’s Canadian Facility Commitment
divided by (b) the aggregate Canadian Facility Commitments of all Canadian Facility Lenders.


 


(b)         Subject
to the satisfaction or waiver of the conditions set forth in Section 2 hereof:


 


(i)          The
definition of “Commitment” in Subsection 1.1 of the Credit Agreement is hereby amended by deleting “$396,000,000”
and replacing it with “$611,000,000”.


 


(ii)         The
definition of “Issuing Lender” in Subsection 1.1 of the Credit Agreement is hereby amended by deleting the words “Société
Générale and Crédit Agricole Corporate and Investment Bank” and replacing them with “Société
Générale, Crédit Agricole Corporate and Investment Bank, U.S. Bank
National Association, Credit Suisse AG, Cayman Islands Branch and Sumitomo Mitsui Banking Corporation”.


 




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(iii)        The
definition of “Total U.S. Facility Commitment” in Subsection 1.1 of the Credit Agreement is hereby amended by deleting
“$313,500,000 and replacing it with “$483,708,333.33”.


 


(iv)        The
definition of “Total Canadian Facility Commitment” in Subsection 1.1 of the Credit Agreement is hereby amended by
deleting “$82,500,000” and replacing it with “$127,291,666.67”.


 


(v)         Schedule A
of the Credit Agreement is hereby amended by deleting it in its entirely and replacing it with Schedule A attached
hereto.


 


(vi)        Schedule 1.1(j)
of the Credit Agreement is hereby amended by deleting it in its entirely and replacing it with Schedule B attached
hereto.


 


Section 2.          Conditions
to Effectiveness. This Fourth Amendment shall become effective on the date (the “Fourth Amendment Effective Date”)
on which the following conditions shall have been satisfied or waived:


 


(a)         the
Administrative Agent shall have received (i) this Fourth Amendment, executed and delivered by each Borrower, (ii)
the acknowledgment and consent attached to this Fourth Amendment (the “Acknowledgment”), executed and delivered
by each U.S. Guarantor and (iii) a Lender Joinder Agreement with respect to the Incremental Facility Increase contemplated
hereby, executed and delivered by each Incremental Lender (the “Fourth Amendment Lender Joinder Agreement”);


 


(b)         the
Administrative Agent shall have received a certificate from the Parent Borrower and, substantially concurrently with the satisfaction
of the other conditions precedent set forth in this Section 2, each other Loan Party, dated as of the Fourth Amendment
Effective Date, substantially in the form of Exhibit G-1 or Exhibit G-2, as applicable, to the Credit Agreement, with appropriate
insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories
and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized
representative of such Loan Party;


 


(c)         the
Administrative Agent shall have received the following executed legal opinions, each in form and substance reasonably satisfactory
to the Administrative Agent:


 


(i)          executed
legal opinion of Debevoise & Plimpton LLP, counsel to the Parent Borrower and the other Loan Parties;


 


(ii)         executed
legal opinion of Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to certain of the Loan Parties;


 


(iii)        executed
legal opinion of Blake, Cassels and Graydon LLP, special Canadian counsel to certain of the Loan Parties;


 




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(iv)        executed
legal opinion of Holland & Hart LLP, special Nevada counsel to certain of the Loan Parties;


 


(v)         executed
legal opinion of Lathrop Gage LLP, special California and Missouri counsel to certain of the Loan Parties;


 


(vi)        executed
legal opinion of Marshall & Melhorn, LLC, special Ohio counsel to certain of the Loan Parties;


 


(vii)       executed
legal opinion of Adams and Reese LLP, special Texas counsel to certain of the Loan Parties; and


 


(viii)      executed
legal opinion of Dinsmore & Shohl LLP, special West Virginia counsel to certain of the Loan Parties;


 


(d)         the
Administrative Agent and the Incremental Lenders shall have received at least three Business Days prior to the Fourth Amendment
Effective Date all documentation and other information about the Loan Parties mutually agreed to be required by U.S. regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot
Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial
Crimes Enforcement Network under the Bank Secrecy Act, that has been reasonably requested in writing at least ten Business Days
prior to the Fourth Amendment Effective Date;


 


(e)         the
Incremental Lenders, the Panther Lead Arrangers and the Agents, respectively, shall have received all fees related to the Panther
Transactions payable to them to the extent due (which may be offset against the proceeds of the Fourth Amendment Debt Financing);


 


(f)          the
Panther Lead Arrangers shall have received a certificate of the chief financial officer or treasurer (or other comparable officer)
of the Parent Borrower certifying the Solvency, after giving effect to the Panther Transactions, of the Parent Borrower and its
Subsidiaries on a consolidated basis in substantially the form of Exhibit I to the Credit Agreement;


 


(g)         substantially
concurrently with the initial funding pursuant to the Fourth Amendment Debt Financing, all commitments and amounts outstanding
(other than contingent obligations) under (i) the Neptune Term Loan Credit Agreement and (ii) the Neptune ABL Credit
Agreement, shall in each case have been repaid, redeemed, defeased, terminated or otherwise discharged (or irrevocable notice
for the repayment, redemption, defeasance, termination or discharge thereof has been given);


 


(h)         the
Panther Parent Merger shall have been or, substantially concurrently with the initial funding pursuant to the Fourth Amendment
Debt Financing shall be, consummated in all material respects in accordance with the terms of the Panther Merger Agreement, without
giving effect to any modifications, amendments, express waivers or express consents thereunder by Topco that are materially adverse
to the Incremental Lenders without the consent of the Panther Lead Arrangers (such consent not to be unreasonably withheld, conditioned
or delayed and provided that the Panther Lead Arrangers shall be deemed to have consented to such modification, amendment,
waiver or consent unless they shall object thereto within three Business Days after receipt of written notice of such modification,
amendment, waiver or consent), it being understood and agreed that (i) any change in the Aggregate Merger Consideration
(as defined in the Panther Merger Agreement) shall not be deemed to be materially adverse to the Incremental Lenders and (ii)
any modification, amendment, express waiver or express consent to the definition of “Neptune Material Adverse Effect”
in the Panther Merger Agreement or to Section 3.8(c), Section 7.2(a)(iv) or Section 8.1(d)(i) (solely as it relates to the condition
set forth in Section 7.2(a)(iv)) of the Panther Merger Agreement shall be deemed to be materially adverse to the Incremental Lenders;
provided that the Panther Lead Arrangers shall be deemed to have consented to such modification, amendment, express waiver
or express consent unless they shall object thereto within three Business Days after receipt of written notice of such modification,
amendment, express waiver or express consent;


 




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(i)          the
Panther Lead Arrangers shall have received (i) audited consolidated balance sheets and related statements of operations,
stockholder’s equity and cash flows of Ply Gem Holdings, Inc. for the fiscal years ended December 31, 2016 and December
31, 2017, (ii) audited consolidated balance sheets and related statements of operations, stockholder’s deficit and
cash flows of Atrium Corporation for the fiscal years ended December 31, 2016 and December 31, 2017, (iii) (x) the
unaudited consolidated balance sheet and related statements of operations and cash flows of Atrium Corporation for the quarterly
period ended March 31, 2018 and (y) the unaudited consolidated balance sheet and related statements of operations and cash
flows of Ply Gem Holdings for the quarterly period ended March 31, 2018, (iv) the unaudited consolidated balance sheet
and related statements of operations and cash flows of the Parent Borrower for the quarterly period ended June 30, 2018, (v)
audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Neptune
for the fiscal years ended October 30, 2016 and October 29, 2017 and (vi) unaudited consolidated balance sheets and related
statements of operations and cash flows of Neptune for the fiscal quarters ended January 28, 2018, April 29, 2018 and July 29,
2018;


 


(j)          (i)
the condition in Section 7.2(a) of the Panther Merger Agreement (but only with respect to the representations that are material
to the interests of the Incremental Lenders, and only to the extent that the Parent Borrower (and any of its Affiliates that is
a party to the Panther Merger Agreement) has the right to terminate its (and their) obligations under the Panther Merger Agreement
(or otherwise decline to consummate the Panther Parent Merger) without liability to the Parent Borrower or any of its Affiliates
as a result of a breach of such representations in the Panther Merger Agreement (the “Neptune Representations”;
provided that the representation set forth in Section 3.8(c) of the Panther Merger Agreement shall be deemed a Neptune
Representation) shall have been satisfied and (ii) the Panther Specified Representations (as defined in Section 3
hereof) shall be true and correct in all material respects, except to the extent they relate to a particular date in which case
such Panther Specified Representations shall be true and correct in all material respects on and as of such date as if made on
and as of such date;


 


(k)         the
Administrative Agent shall have received a certificate from a Responsible Officer of the Parent Borrower, dated as of the Fourth
Amendment Effective Date, substantially in the form of Exhibit H to the Credit Agreement (with appropriate revisions to reflect
(x) the Panther Merger Agreement rather than the Pisces Acquisition Agreement and the Atlas Acquisition Agreement and (y)
the Panther Specified Representations rather than the Specified Representations);


 




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(l)          the
Collateral Agent shall have obtained a valid security interest in the Collateral of Neptune and its subsidiaries (except to the
extent that such subsidiaries are not required under Subsection 7.9 of the Credit Agreement to become party to the U.S. Guarantee
and Collateral Agreement) covered by the U.S. Guarantee and Collateral Agreement (to the extent and with the priority contemplated
therein and in the ABL/Cash Flow Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably
necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office
and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made,
or shall be delivered or made substantially concurrently with the initial funding pursuant to the Fourth Amendment Debt Financing
pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of UCC filings, written authorization
to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any
other pledges, security interests or mortgages except for Permitted Liens or pledges, security interests or mortgages to be released
on the Fourth Amendment Effective Date; provided that with respect to any such Collateral the security interest in which
may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of Neptune’s
Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of Neptune’s
Subsidiaries will only be required to be delivered on the Fourth Amendment Effective Date to the extent received from Neptune,
so long as the Parent Borrower has used commercially reasonable efforts to obtain them on the Fourth Amendment Effective Date),
if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Fourth
Amendment Effective Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents
and instruments for perfection of such security interest shall not constitute a condition precedent to the availability of the
Incremental Facility Increase contemplated hereby if the applicable Loan Party agrees to deliver or cause to be delivered such
documents and instruments, and take or cause to be taken such other actions, as may be reasonably necessary to perfect such security
interests in accordance with Subsection 7.9 of the Credit Agreement; and


 


(m)        the
Collateral Agent shall have received customary lien searches in the United States reasonably requested by it at least 30 calendar
days prior to the Fourth Amendment Effective Date; provided that if such lien searches have not been delivered to
the Collateral Agent on or prior to the Fourth Amendment Effective Date after the Parent Borrower’s commercially reasonable
efforts to do so, then delivery of such lien searches shall not constitute a condition precedent to the availability of the Incremental
Facility Increase contemplated hereby if the Parent Borrower agrees to deliver or cause to be delivered such lien searches pursuant
to arrangements to be mutually agreed between the Parent Borrower and the Administrative Agent.


 


The making available
of the Incremental Facility Increase contemplated hereby by the Incremental Lenders shall conclusively be deemed to constitute
an acknowledgement by the Administrative Agent and each Incremental Lender that each of the conditions precedent set forth in
this Section 2 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived
by such Person.


 




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Section
3.            Representations and Warranties. In
order to induce the Incremental Lenders to enter into this Fourth Amendment, the Parent Borrower represents and warrants to each
of the Incremental Lenders and the Administrative Agent that on and as of the date hereof after giving effect to this Fourth Amendment:


 


(a)          As
of the Fourth Amendment Effective Date, after giving effect to the consummation of the Panther Transactions, the Parent Borrower,
together with its Subsidiaries on a consolidated basis, is Solvent.


 


(b)         Each
of the Loan Parties is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation,
except (other than with respect to the Borrowers), to the extent that the failure to be organized and existing would not reasonably
be expected to have a Material Adverse Effect.


 


(c)         Each
Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform this
Fourth Amendment and any other Loan Documents entered into in connection therewith (the “Fourth Amendment Documents”)
to which it is a party and, in the case of each Borrower, to obtain the Incremental Facility Increase contemplated hereby, and
each such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and
performance of the Fourth Amendment Documents to which it is a party and, in the case of each Borrower, to authorize the Incremental
Facility Increase contemplated hereby to it, if any, on the terms and conditions of this Fourth Amendment, any Notes and the L/C
Requests. This Fourth Amendment has been duly executed and delivered by each Borrower, and each other Fourth Amendment Document
to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Fourth Amendment constitutes
a legal, valid and binding obligation of each Borrower and each other Fourth Amendment Document to which any Loan Party is a party
when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such
Loan Party in accordance with its terms, in each case except as enforceability may be limited by applicable domestic or foreign
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).


 


(d)         The
execution, delivery and performance of the Fourth Amendment Documents by any of the Loan Parties and the Incremental Facility
Increase contemplated hereby (i) will not violate the Cash Flow Credit Agreement or the Senior Notes Indenture (giving
effect to the Limited Condition Transaction provisions under and as defined in each such agreement) in any respect that would
reasonably be expected to have a Material Adverse Effect, (ii) will not violate the Amended Credit Agreement and (iii) solely
to the extent of the incurrence of the Loans, the provision of guarantees and granting of security interests, will not violate
any provision of the Organizational Documents of such Loan Party or any of the Restricted Subsidiaries, except (other than with
respect to the Borrowers) as would not reasonably be expected to have a Material Adverse Effect.


 




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(e)         No
part of the proceeds of any funding on the date hereof under the Incremental Facility Increase contemplated hereby will be used
for any purpose which violates the provisions of the Regulations of the Board, including Regulation T, Regulation U or Regulation
X of the Board.


 


(f)          Solely
relating to the Collateral to be perfected on the Fourth Amendment Effective Date and subject to the limitations set forth in
the proviso to Section 2(l) hereof, upon the consummation of the Panther Transactions, the U.S. Guarantee and Collateral
Agreements and the Mortgages (if any) will be effective to create (to the extent described therein) in favor of the Collateral
Agent for the benefit of the U.S. Secured Parties, a valid and enforceable security interest in or liens on the Collateral described
therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Solely
relating to the Collateral to be perfected on the Fourth Amendment Effective Date and subject to the limitations set forth in
the proviso to Section 2(l) hereof, when (i) all Filings (as defined in the U.S. Guarantee and Collateral Agreement)
have been completed, (ii) all applicable Instruments, Chattel Paper and Documents (each as described in the U.S. Guarantee
and Collateral Agreement) constituting Collateral a security interest in which is perfected by possession have been delivered
to, and/or are in the continued possession of, the Collateral Agent, the applicable Collateral Representative or any Additional
Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Cash
Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, (iii) all Deposit
Accounts and Pledged Stock (each as defined in the U.S. Guarantee and Collateral Agreements) a security interest in which is required
by the U.S. Security Documents to be perfected by “control” (as described in the Uniform Commercial Code as in effect
in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock) from
time to time) are under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral
Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance
with the applicable ABL/Cash Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement
and (iv) the Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records
and the mortgage recording fees and taxes in respect thereof, if any, are paid and the formal requirements of state or local law
applicable to the recording of real property mortgages generally have been complied with, the security interests and liens granted
pursuant to the U.S. Guarantee and Collateral Agreements and the Mortgages (if any) shall constitute (to the extent described
therein and, with respect to the Mortgages (if any), only as relates to the real property security interest and liens granted
pursuant thereto) a perfected security interest in (to the extent intended to be created thereby and required to be perfected
under the Loan Documents), all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral
described therein (excluding Commercial Tort Claims, as defined in the U.S. Guarantee and Collateral Agreement, other than such
Commercial Tort Claims set forth on Schedule 6 thereto (if any)) with respect to such pledgor or mortgagor (as applicable). Notwithstanding
any other provision of this Fourth Amendment, capitalized terms that are used in this Section 3(f) and not defined in this
Fourth Amendment are so used as defined in the applicable U.S. Security Document.


 




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(g)         None
of the Borrowers is required to be registered as an “investment company”, or a company “controlled” by
an entity required to be registered as an “investment company”, within the meaning of the Investment Company Act.


 


(h)         To
the extent applicable, except as would not reasonably be expected to have a Material Adverse Effect, (a) Holdings, the
Parent Borrower and each Restricted Subsidiary is in compliance with the Patriot Act and (b) the proceeds of any funding
on the date hereof under the Incremental Facility Increase contemplated hereby will not be used for any purpose which violates
any U.S. or Canadian sanctions administered by OFAC.


 


For purposes of this
Section 3, with respect to Neptune and its Subsidiaries, the definition of “Material Adverse Effect”
shall mean, on, or as of, the Fourth Amendment Effective Date, a “Neptune Material Adverse Effect” (as defined in
the Panther Merger Agreement).


 


The foregoing representations
and warranties shall be referred to herein collectively as the “Panther Specified Representations.”


 


Section 4.            Acknowledgment
of the Panther Closing Date. For purposes of the Amended Credit Agreement, the Borrowers, the Incremental Lenders and
the Agents acknowledge and agree that the Panther Closing Date shall have occurred on the Fourth Amendment Effective Date.


 


Section 5.            Counterparts.
This Fourth Amendment may be executed by one or more of the parties to this Fourth Amendment on any number of separate counterparts
(including by facsimile and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute
one and the same instrument. A set of the copies of this Fourth Amendment signed by all the parties shall be delivered to the
Borrower Representative and the Administrative Agent.


 


Section 6.             Governing
Law. THIS Fourth AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO
THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.


 


Section 7.             Headings.
The headings of this Fourth Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.




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Section
8.             Effect of Amendment; Acknowledgment.
This Fourth Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Fourth
Amendment Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit
Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement, except for (a) the representations
and warranties made by the Borrowers and the other Loan Parties prior to the Fourth Amendment Effective Date (which representations
and warranties made prior to the Fourth Amendment Effective Date shall not be superseded or rendered ineffective by this Fourth
Amendment as they pertain to the period prior to the Fourth Amendment Effective Date) and (b) any action or omission performed
or required to be performed pursuant to the Credit Agreement prior to the Fourth Amendment Effective Date. For the avoidance of
doubt, any certificate or other document the form of which is set out in any exhibit attached to the Credit Agreement or any other
Loan Document may be revised, as applicable, to refer to the Amended Credit Agreement. This Fourth Amendment shall not constitute
a novation of the Credit Agreement or any other Loan Document. Each Borrower reaffirms its obligations under the Loan Documents
to which it is party. Without limiting the foregoing, each of the Borrowers hereby (i) acknowledges and agrees that
all of its obligations under the U.S. Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as
applicable, and the other Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous
basis, (ii) reaffirms each Lien granted by such Borrower to the Collateral Agent for the benefit of the Secured Parties
made pursuant to the U.S. Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as applicable,
and (iii) agrees that the Borrower Obligations and the Guarantor Obligations (each as defined in the U.S. Guarantee
and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as applicable) include, among other things and without
limitation, the due and punctual payment by the Borrowers or the Guarantors, as applicable, when due and payable (whether at the
stated maturity, by acceleration or otherwise) of principal and interest on the Loans made pursuant to the Commitments under the
Credit Agreement as modified by this Fourth Amendment.


 


[Remainder of Page Intentionally
Left Blank]


 


 




    	 	-11-	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Fourth Amendment to be duly executed, all as of the date first written above.


 


	 	PLY GEM
    MIDCO, INC.,
	 	as Parent
    Borrower
	 	 
	 	By: 	/s/ Shawn
    K. Poe
	 	 	Name: 	Shawn K.
    Poe
	 	 	Title:	Chief Financial Officer


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	PLY GEM
    INDUSTRIES, INC.,
	 	as a U.S.
    Subsidiary Borrower
	 	 	 
	 	By: 	/s/ Shawn
    K. Poe
	 	 	Name:  	Shawn K.
    Poe
	 	 	Title:	Executive Vice President,
    Chief Financial Officer and Secretary
	 	 	 	 
	 	ATRIUM
    WINDOWS AND DOORS, INC.,
	 	as a U.S.
    Subsidiary Borrower
	 	 	 	 
	 	By: 	/s/ Shawn
    K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Chief Financial Officer


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	GIENOW
    CANADA INC.,
	 	as a Canadian
    Borrower
	 	 
	 	By: 	/s/ Shawn
    K. Poe
	 	 	Name:	Shawn K.
    Poe
	 	 	Title:	Vice President, Secretary
    and Treasurer
	 	 	 	 
	 	MITTEN
    INC.,
	 	as a Canadian
    Borrower
	 	 	 	 
	 	By: 	/s/ Shawn
    K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary
    and Treasurer
	 	 	 	
	 	NORTH STAR
    MANUFACTURING (LONDON) LTD.,
	 	as a Canadian
    Borrower
	 	 	 
	 	By: 	/s/ Shawn
    K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Chief Financial Officer


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	UBS AG, STAMFORD BRANCH,
	 	as Administrative Agent, Collateral
    Agent, Swingline Lender and an Incremental Lender
	 	 	 
	 	By:	/s/ Houssem
    Daly 
	 	 	Name: Houssem Daly
	 	 	Title: Associate Director Banking Products Services,
    US
	 	 	 
	 	By:	/s/ Darlene Arias
	 	 	Name: Darlene Arias
	 	 	Title: Director  


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Peter
    S. Predun 
	 	 	Name: Peter S. Predun
	 	 	Title: Executive Director


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	DEUTSCHE
    BANK AG NEW YORK BRANCH,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Alicia
    Schug 
	 	 	Name: Alicia Schug 
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/ Maria
    Guinchard 
	 	 	Name: Maria Guinchard
	 	 	Title: Vice President


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	BARCLAYS BANK PLC,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Craig
    Malloy 
	 	 	Name: Craig Malloy
	 	 	Title: Director


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Thomas
    M. Manning 
	 	 	Name: Thomas M. Manning
	 	 	Title: Authorized Signatory


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Sherry
    Lail 
	 	 	Name: Sherry Lail
	 	 	Title: Senior Vice President


 


 


	 	BANK OF AMERICA, N.A. (acting through
    its Canada branch)
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Sylwia
    Durkiewicz
	 	 	Name: Sylwia Durkiewicz
	 	 	Title: Vice President





 


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	ROYAL
    BANK OF CANADA,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Stuart Coulter
	 	 	Name: Stuart Coulter
	 	 	Title: Authorized Signatory


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	JEFFERIES FINANCE LLC,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Jason
    Kennedy 
	 	 	Name: Jason Kennedy
	 	 	Title: Managing Director


 


[Signature Page
– Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	MUFG UNION BANK, N.A.,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Paul
    Angland 
	 	 	Name: Paul Angland
	 	 	Title: Director


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	NATIXIS, NEW YORK BRANCH,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Tyler Lifton 
	 	 	Name: Tyler Lifton
	 	 	Title: Executive Director
	 	 	 
	 	By:	/s/ Robin
    Gruner 
	 	 	Name: Robin Gruner
	 	 	Title: Vice President


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	Société
    Générale,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Roy
    Kuruvilla 
	 	 	Name: Roy Kuruvilla
	 	 	Title: Managing Director


 


[Signature Page
– Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	CRÉDIT
    AGRICOLE CORPORATE AND INVESTMENT BANK,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Thibault
    Rosset 
	 	 	Name: Thibault Rosset
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Gordon Yip
	 	 	Name: Gordon Yip
	 	 	Title: Director


 


[Signature Page
– Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	U.S.
    Bank national association,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ John
    R. LePage 
	 	 	Name: John R. LePage
	 	 	Title: Vice President


 





[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 



     


     


    




 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	ACTING THROUGH ITS CANADA BRANCH,
	 	as and Incremental Lender
	 	 	 
	 	By:	/s/ John
    R. LePage 
	 	 	Name: John R. LePage
	 	 	Title: Vice President





 





[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS
    BRANCH,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Judith
    E. Smith 
	 	 	Name: Judith E. Smith 
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Lingzi
    Huang 
	 	 	Name: Lingzi Huang
	 	 	Title: Authorized Signatory


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	as an Incremental Lender
	 	 	 
	 	By:	/s/ Hitoshi
    Ryoji 
	 	 	Name: Hitoshi Ryoji
	 	 	Title: Managing Director


 


[Signature Page – Amendment No.
4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


Each Guarantor acknowledges
and consents to each of the foregoing provisions of this Fourth Amendment. Each Guarantor further acknowledges and agrees that
all Obligations with respect to the Commitments under the Credit Agreement as modified by this Fourth Amendment shall be fully
guaranteed and secured pursuant to the U.S. Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement,
as applicable, in accordance with the terms and provisions thereof. Each Guarantor reaffirms its obligations under the Loan Documents
to which it is party. Without limiting the foregoing, each of the Guarantors hereby (i) acknowledges and agrees that
all of its obligations under the U.S. Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as
applicable, and the other Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous
basis, (ii) reaffirms each Lien granted by such Guarantor to the Collateral Agent for the benefit of the Secured Parties
made pursuant to the U.S. Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as applicable,
and (iii) agrees that the Borrower Obligations and the Guarantor Obligations (each as defined in the U.S. Guarantee
and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as applicable) include, among other things and without
limitation, the due and punctual payment by the Borrowers or the Guarantors, as applicable, when due and payable (whether at the
stated maturity, by acceleration or otherwise) of principal and interest on the Loans made pursuant to the Commitments under the
Credit Agreement as modified by this Fourth Amendment.


 





	 	GUARANTORS:





	 	PLY GEM INTERMEDIATE, INC.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Chief Financial Officer
	 	 	 
	 	PLY GEM HOLDINGS, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Executive Vice President, Chief Financial Officer,
    Secretary and Treasurer







  


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


  




    	 	 	 



     


    

 


	 	ALENCO
    BUILDING PRODUCTS MANAGEMENT, L.L.C.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	ALENCO
    EXTRUSION GA, L.L.C.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	ALENCO
    EXTRUSION MANAGEMENT, L.L.C.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	ALENCO
    HOLDING CORPORATION
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	ALENCO INTERESTS, L.L.C.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	ALENCO TRANS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	ALENCO WINDOW GA, L.L.C.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	ALUMINUM SCRAP RECYCLE, L.L.C.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	AWC ARIZONA, INC.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	AWC HOLDING COMPANY
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	FOUNDATION
    LABS BY PLY GEM, LLC
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	GLAZING
    INDUSTRIES MANAGEMENT, L.L.C.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	GREAT
    LAKES WINDOW, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 






    	 	 	 



     


    

 


	 	KROY BUILDING PRODUCTS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	MASTIC HOME EXTERIORS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	MW MANUFACTURERS INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	MWM HOLDING, INC.
	 	 	 	 
	 	By:	/s/
    Shawn K. Poe 
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	NAPCO, INC.
	 	 	 	 
	 	By:	/s/
    Shawn K. Poe 
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	NEW ALENCO EXTRUSION, LTD.
	 	 	 	 
	 	By:	Alenco Extrusion Management, L.L.C.,
    its general partner
	 	 	 	 
	 	By:	/s/
    Shawn K. Poe 
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	NEW ALENCO WINDOW, LTD.
	 	 	 	 
	 	By:	Alenco Building Products Management,
    L.L.C., its general partner
	 	 	 	 
	 	By:	/s/
    Shawn K. Poe 
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 
	 	NEW GLAZING INDUSTRIES, LTD.
	 	 	 
	 	By:	Glazing Industries Management, L.L.C.,
    its general partner
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	PLY GEM PACIFIC WINDOWS CORPORATION
	 	 	 	 
	 	By:	/s/
    Shawn K. Poe 
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	PLY GEM SPECIALTY PRODUCTS, LLC
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	SIMEX, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	SIMONTON BUILDING PRODUCTS LLC
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	SIMONTON
    INDUSTRIES, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	SIMONTON WINDOWS & DOORS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	SIMONTON WINDOWS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	VARIFORM, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	ATRIUM
    CORPORATION
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	ATRIUM INTERMEDIATE HOLDINGS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	ATRIUM PARENT, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	AMERICAN SCREEN MANUFACTURERS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	ATRIUM EXTRUSION SYSTEMS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Chief Financial Officer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


 


	 	CHAMPION WINDOW, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	THERMAL INDUSTRIES, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Chief Financial Officer


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


	 	SILVER LINE BUILDING PRODUCTS LLC
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name: 	Shawn K. Poe
	 	 	Title:	Vice President and Secretary


 


[Signature Page to Acknowledgment to
Amendment No. 4 to the ABL Credit Agreement]


 




    	 	 	 



     


    

 


SCHEDULE A

to

FOURTH AMENDMENT


 


SCHEDULE A


 


Commitments and Addresses


 


U.S.
FACILITY COMMITMENTs


 


	rEVOLVING LENDER	 	COMMITMENT	 	 	Address
	 	 	 	 	 	 
	UBS AG, Stamford Branch	 	$	44,016,666.67	 	 	600 Washington Boulevard 
Stamford, Connecticut 06901
	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	44,016,666.67	 	 	383 Madison Avenue 
New York, New York 10179
	 	 	 	 	 	 	 
	Deutsche Bank AG New York Branch	 	$	40,375,000.00	 	 	60 Wall Street 
New York, New York 10005
	 	 	 	 	 	 	 
	Barclays Bank PLC	 	$	44,016,666.67	 	 	745 Seventh Avenue 
New York, NY 10019
	 	 	 	 	 	 	 
	Goldman Sachs Bank USA	 	$	36,416,666.67	 	 	200 West Street 
New York, NY 10282
	 	 	 	 	 	 	 
	Bank of America, N.A.	 	$	44,016,666.67	 	 	One Bryant Park 
New York, New York 10036
	 	 	 	 	 	 	 
	Royal Bank of Canada	 	$	40,375,000.00	 	 	200 Vesey Street 
New York, New York 10281
	 	 	 	 	 	 	 
	Jefferies Finance LLC	 	$	18,366,666.66	 	 	520 Madison Avenue 
New York, New York 10022
	 	 	 	 	 	 	 
	MUFG Union Bank, N.A.	 	$	26,362,500.00	 	 	1221 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 	 	 
	Natixis, New York Branch	 	$	22,404,166.67	 	 	1251 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 	 	 
	Société Générale	 	$	1,266,666.66	 	 	245 Park Avenue 
New York, NY 10167
	 	 	 	 	 	 	 
	Crédit Agricole Corporate and Investment Bank	 	$	18,366,666.66	 	 	1301 Avenue of the Americas 
New York, NY 10019
	 	 	 	 	 	 	 
	U.S. Bank National Association	 	$	39,583,333.33	 	 	100 Pearl Street, 14th Floor 
Hartford, CT 06103
	 	 	 	 	 	 	 
	Regions Bank	 	$	28,500,000.00	 	 	1180 West Peachtree Street NW, Suite 1000 
Atlanta, GA 30309
	 	 	 	 	 	 	 
	Credit Suisse AG, Cayman Islands Branch	 	$	23,750,000.00	 	 	Eleven Madison Avenue 
New York, New York 10010
	 	 	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation	 	$	11,875,000.00	 	 	Eleven Madison Avenue 
New York, New York 10010
	 	 	 	 	 	 	 
	TOTAL:	 	$	483,708,333.33	 	 	 



 









    	 



    	 



    

  


CANADIAN
FACILITY COMMITMENTs


 


	rEVOLVING LENDER	 	COMMITMENT	 	 	Address
	 	 	 	 	 	 
	UBS AG, Stamford Branch	 	$	11,583,333.33	 	 	600 Washington Boulevard 
Stamford, Connecticut 06901
	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	11,583,333.33	 	 	383 Madison Avenue 
New York, New York 10179
	 	 	 	 	 	 	 
	Deutsche Bank AG New York Branch	 	$	10,625,000.00	 	 	60 Wall Street 
New York, New York 10005
	 	 	 	 	 	 	 
	Barclays Bank PLC	 	$	11,583,333.33	 	 	745 Seventh Avenue 
New York, NY 10019
	 	 	 	 	 	 	 
	Goldman Sachs Bank USA	 	$	9,583,333.33	 	 	200 West Street 
New York, NY 10282
	 	 	 	 	 	 	 
	Bank of America, N.A.	 	$	11,583,333.33	 	 	One Bryant Park 
New York, New York 10036
	 	 	 	 	 	 	 
	Royal Bank of Canada	 	$	10,625,000.00	 	 	200 Vesey Street 
New York, New York 10281
	 	 	 	 	 	 	 
	Jefferies Finance LLC	 	$	4,833,333.34	 	 	520 Madison Avenue 
New York, New York 10022
	 	 	 	 	 	 	 
	MUFG Union Bank, N.A.	 	$	6,937,500.00	 	 	1221 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 	 	 
	Natixis, New York Branch	 	$	5,895,833.33	 	 	1251 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 	 	 
	Société Générale	 	$	333,333.34	 	 	245 Park Avenue 
New York, NY 10167
	 	 	 	 	 	 	 
	Crédit Agricole Corporate and Investment Bank	 	$	4,833,333.34	 	 	1301 Avenue of the Americas 
New York, NY 10019
	 	 	 	 	 	 	 
	U.S. Bank National Association	 	$	10,416,666.67	 	 	100 Pearl Street, 14th Floor 
Hartford, CT 06103
	 	 	 	 	 	 	 
	Regions Bank	 	$	7,500,000.00	 	 	1180 West Peachtree Street NW, Suite 1000 
Atlanta, GA 30309
	 	 	 	 	 	 	 
	Credit Suisse AG, Cayman Islands Branch	 	$	6,250,000.00	 	 	Eleven Madison Avenue 
New York, New York 10010
	 	 	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation	 	$	3,125,000.00	 	 	277 Park Avenue 
New York, NY 10172
	 	 	 	 	 	 	 
	TOTAL:	 	$	127,291,666.67	 	 	 



 




    	 	 	 



     


    

 


SCHEDULE B

to

FOURTH AMENDMENT


 


SCHEDULE 1.1(j)


 


L/C Commitments


 


U.S.
Facility L/C Commitments


 


	Issuing Lender	 	L/C Commitment	 
	UBS AG, Stamford Branch	 	$	8,187,906.98	*
	JPMorgan Chase Bank, N.A.	 	$	8,187,906.98	 
	Deutsche Bank AG New York Branch	 	$	7,674,418.61	 
	Barclays Bank PLC	 	$	8,187,906.98	 
	Goldman Sachs Bank USA	 	$	7,116,279.07	 
	Bank of America, N.A.	 	$	8,187,906.98	 
	Royal Bank of Canada	 	$	7,674,418.61	 
	Jefferies Finance LLC	 	$	3,778,604.65	 
	MUFG Union Bank, N.A.	 	$	4,906,046.51	 
	Natixis, New York Branch	 	$	4,072,713.18	 
	Société Générale	 	$	178,604.65	 
	Crédit Agricole Corporate and Investment Bank	 	$	3,778,604.65	 
	U.S. Bank National Association	 	$	7,045,426.35	 
	Credit Suisse AG, Cayman Islands Branch	 	$	3,348,837.20	 
	Sumitomo Mitsui Banking Corporation	 	$	1,674,418.60	 
	Total	 	$	84,000,000.00	 



 





 






		*	UBS
                                         AG, Stamford Branch agrees to provide an additional $3,500,000.00 of U.S. Facility L/C
                                         Commitments, bringing its total U.S. Facility L/C Commitments to $11,687,907.98 through
                                         April 11, 2019.



 




    	 	 	 



     


    

 


Canadian
Facility L/C Commitments


 


	Issuing Lender	 	L/C Commitment	 
	UBS AG, Stamford Branch	 	$	2,046,976.74	 
	JPMorgan Chase Bank, N.A.	 	$	2,046,976.74	 
	Deutsche Bank AG New York Branch	 	$	1,918,604.65	 
	Barclays Bank PLC	 	$	2,046,976.74	 
	Goldman Sachs Bank USA	 	$	1,779,069.77	 
	Bank of America, N.A.	 	$	2,046,976.74	 
	Royal Bank of Canada	 	$	1,918,604.65	 
	Jefferies Finance LLC	 	$	944,651.16	 
	MUFG Union Bank, N.A.	 	$	1,226,511.63	 
	Natixis, New York Branch	 	$	1,018,178.30	 
	Société Générale	 	$	44,651.16	 
	Crédit Agricole Corporate and Investment Bank	 	$	944,651.16	 
	U.S. Bank National Association	 	$	1,761,356.59	 
	Credit Suisse AG, Cayman Islands Branch	 	$	837,209.31	 
	Sumitomo Mitsui Banking Corporation	 	$	418,604.66	 
	Total	 	$	21,000,000.00	 





    	 	 	 



     


    

 


ANNEX I


to

FOURTH AMENDMENT


 


Annex I


 


“Fourth Amendment
Debt Financing”: (i) the entry into Amendment No. 1 to the ABL Credit Agreement, dated as of August 7, 2018,
the entry into Amendment No. 3 to the ABL Credit Agreement, dated as of November 14, 2018, and this Fourth Amendment, and any
incurrence of Indebtedness under the Amended Agreement and (ii) the entry into the First Cash Flow Lender Joinder Agreement
and the incurrence of the Panther Incremental Term Loans thereunder.


 


“First Cash
Flow Lender Joinder Agreement”: the Lender Joinder Agreement to the Cash Flow Credit Agreement, dated as of the Fourth
Amendment Effective Date, among the Parent Borrower, the lenders party thereto and jpmorgan
chase bank, n.a.,
as administrative agent.


 


“Neptune Term
Loan Credit Agreement”: that certain Term Loan Credit Agreement, dated as of February 8, 2018 (as amended, supplemented,
waived or otherwise modified from time to time), among Neptune, the several banks and other financial institutions from time to
time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent.


 


“Neptune ABL
Credit Agreement”: that certain ABL Credit Agreement, dated as of February 8, 2018 (as amended, supplemented, waived
or otherwise modified from time to time), among NCI Group, Inc., Robertson-Ceco II Corporation, the subsidiary borrowers from
time to time party thereto, Neptune, the several banks and other financial institutions from time to time party thereto and Wells
Fargo Bank, National Association, as administrative agent and collateral agent.


 


“Panther Borrower
Merger”: the merger of the Parent Borrower with and into Neptune, with Neptune being the survivor of such merger.


 


“Panther Holdings
Merger”: the merger of Holdings with and into Neptune, with Neptune being the survivor of such merger.


 


“Panther Incremental
Term Loans”: the term loans pursuant to the First Cash Flow Lender Joinder Agreement.


 


“Panther
Lead Arrangers”: in respect of the Incremental Facility Increase contemplated hereby, Credit Suisse Loan Funding
LLC, UBS Securities LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Deutsche Bank Securities Inc., RBC Capital Markets, MUFG Union Bank, N.A., Natixis, New York Branch, Goldman Sachs Bank USA, U.S.
Bank National Association, Crédit Agricole Corporate and Investment Bank, Jefferies Finance LLC, SG Americas Securities,
LLC and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers.


 




    	 	 	 



     


    

 


“Panther Parent
Merger”: the merger of Topco with and into Neptune, with Neptune being the survivor of such merger.


 


“Panther Transactions”:
collectively, any or all of the following (whether taking place prior to, on or following the Fourth Amendment Effective Date):
(i) the conversion of the Parent Borrower into a Delaware limited liability company,
(ii) the conversion of Holdings into a Delaware limited liability company, (iii) the
entry into the Panther Merger Agreement and the consummation of the transactions contemplated thereby, including the Panther Parent
Merger (which Panther Parent Merger shall occur following the conversions described in the preceding clauses (i) and (ii) of this
definition), (iv) following the consummation of the Panther Parent Merger,
the Panther Holdings Merger, (v) following the consummation of the Panther
Holdings Merger, the Panther Borrower Merger, (vi) the Fourth Amendment Debt
Financing, (vii) the repayment of certain existing Indebtedness of Neptune and its subsidiaries, (viii) the repayment
of certain existing Indebtedness of the Parent Borrower and its subsidiaries and (ix) all other transactions relating to
any of the foregoing (including payment of fees, premiums and expenses related to any of the foregoing).