Exhibit 10.10


 


Execution Version


 


AMENDMENT
NO. 2, dated as of October 15, 2018 (this “Second 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”), Regions Bank (the “Additional Lender”) 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).


 


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, 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 Second Amendment Effective Date (as defined below) and pursuant to Subsection 2.6 and Subsection 11.1 of the Credit
Agreement, the Borrowers, the Additional Lender 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 Borrower is obtaining Supplemental
Commitments in the amount of $36,000,000 under Subsection 2.6 of the Credit Agreement in connection with the Limited Condition
Transaction referred to in Section 4(ii) of the Second 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 Second 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 (or all) 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 Second 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 Second 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 Second 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 (or all)
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 Second 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 Second 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 Second 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 Second 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.


 




    	 	-2-	 



     


    

 


 


(iv)        Upon
the increase in the Commitments under the Credit Agreement pursuant to this Second 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 Second
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 “$360,000,000”
and replacing it with “$396,000,000”.


 


(ii)         The
definition of “Total U.S. Facility Commitment” in Subsection 1.1 of the Credit Agreement is hereby amended by deleting
“$285,000,000” and replacing it with “$313,500,000”.


 




    	 	-3-	 



     


    

 


(iii)        The
definition of “Total Canadian Facility Commitment” in Subsection 1.1 of the Credit Agreement is hereby amended by deleting
“$75,000,000” and replacing it with “$82,500,000”.


 


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


 


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


 


(a)          the
Administrative Agent shall have received (i) this Second Amendment, executed and delivered by each Borrower and (ii)
a Lender Joinder Agreement with respect to the Incremental Facility Increase contemplated hereby, executed and delivered by the
Additional Lender (the “Second Amendment Lender Joinder Agreement”);


 


(b)          the
Administrative Agent shall have received a certificate from the Parent Borrower, dated as of the Second Amendment Effective Date,
substantially in the form of Exhibit G-1 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 the Parent Borrower;


 


(c)          the
Administrative Agent shall have received (i) the executed legal opinion of Debevoise & Plimpton LLP, counsel to the
Parent Borrower, in form and substance reasonably satisfactory to the Administrative Agent and (ii) the executed legal opinion
of Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to certain of the Loan Parties, in form and substance reasonably
satisfactory to the Administrative Agent;


 


(d)          the
Borrowers shall have paid, or caused to be paid, to the Additional Lender the agreed upfront fees payable by the Borrowers to the
Additional Lender pursuant to the Second Amendment Lender Joinder Agreement to the extent due;


 


(e)          the
Specified Representations shall be true and correct in all material respects, except to the extent they relate to a particular
date in which case such 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; and


 


(f)          the
Administrative Agent shall have received a certificate from a Responsible Officer of the Parent Borrower, dated as of the Second
Amendment Effective Date, substantially in the form of Exhibit H to the Credit Agreement.


 


The making available of the Incremental Facility
Increase contemplated hereby by the Additional Lender shall conclusively be deemed to constitute an acknowledgement by the Administrative
Agent and the Additional 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.


 




    	 	-4-	 



     


    

 


Section 3.          Counterparts.
This Second Amendment may be executed by one or more of the parties to this Second 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 Second Amendment signed by all the parties shall be delivered to the Borrower
Representative and the Administrative Agent.


 


Section 4.          Governing
Law. THIS Second AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS Second 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 5.          Headings.
The headings of this Second Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 


Section
6.          Effect of Amendment; Acknowledgment. This Second
Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Second 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 Second Amendment Effective Date (which representations and warranties made prior
to the Second Amendment Effective Date shall not be superseded or rendered ineffective by this Second Amendment as they pertain
to the period prior to the Second Amendment Effective Date) and (b) any action or omission performed or required to be performed
pursuant to the Credit Agreement prior to the Second 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 Second 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 Second Amendment.


 


[Remainder of Page Intentionally
Left Blank]


 




    	 	-5-	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Second 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. 2 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. 2 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. 2 to the ABL Credit Agreement]


 




    			 



     


    

 


	 	Regions Bank,
	 	as Incremental Lender
	 	 
	 	By: 	
        /s/ Catherine
        A. Cowan

	 	 	Name:  	Catherine A. Cowan
	 	 	Title: 	Senior Vice President


 


[Signature Page – Amendment No. 2 to the ABL Credit Agreement]


 




    			 



     


    

 


	 	UBS AG, STAMFORD BRANCH,
	 	as Administrative Agent, Collateral Agent and Swingline 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. 2 to the ABL Credit Agreement]


 




    			 



     


    

 


Each Guarantor acknowledges and consents to
each of the foregoing provisions of this Second Amendment. Each Guarantor further acknowledges and agrees that all Obligations
with respect to the Commitments under the Credit Agreement as modified by this Second 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 Second 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 Reaffirmation to Amendment No. 2 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 Reaffirmation to Amendment No. 2 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 Reaffirmation to Amendment No. 2 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 Reaffirmation to Amendment No. 2 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 Reaffirmation to Amendment No. 2 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 Reaffirmation to Amendment No. 2 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 Reaffirmation to Amendment No. 2 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 Reaffirmation to Amendment No. 2 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 Reaffirmation to Amendment No. 2 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. 2 to the ABL Credit Agreement]


 




    			 



     


    

 


SCHEDULE A





to


 Second
AMENDMENT


 


SCHEDULE A


 


Commitments and
Addresses


 


U.S.
FACILITY COMMITMENTs


 





	rEVOLVING LENDER	 	COMMITMENT	 	Address
	 	 	 	 	 
	UBS AG, Stamford Branch	 	$28,500,000.00	 	1285 Avenue of the Americas 
New York, New York 10019
	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$28,500,000.00	 	383 Madison Avenue 
New York, New York 10179
	 	 	 	 	 
	Deutsche Bank AG New York Branch	 	$28,500,000.00	 	60 Wall Street 
New York, New York 10005
	 	 	 	 	 
	Barclays Bank PLC	 	$28,500,000.00	 	745 Seventh Avenue 
New York, NY 10019
	 	 	 	 	 
	Goldman Sachs Bank USA	 	$28,500,000.00	 	200 West Street 
New York, NY 10282
	 	 	 	 	 
	Bank of America, N.A.	 	$28,500,000.00	 	One Bryant Park 
New York, New York 10036
	 	 	 	 	 
	Royal Bank of Canada	 	$28,500,000.00	 	200 Vesey Street 
New York, New York 10281
	 	 	 	 	 
	Jefferies Finance LLC	 	$17,100,000.00	 	520 Madison Avenue 
New York, New York 10022
	 	 	 	 	 
	MUFG Union Bank, N.A.	 	$17,100,000.00	 	1221 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 
	Natixis, New York Branch	 	$17,100,000.00	 	1251 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 
	Crédit Agricole Corporate and Investment Bank	 	$17,100,000.00	 	1301 Avenue of the Americas 
New York, NY 10019
	 	 	 	 	 
	U.S. Bank National Association	 	$17,100,000.00	 	461 Fifth Avenue 
New York, NY 10017
	 	 	 	 	 
	Regions Bank	 	$28,500,000.00	 	1180 West Peachtree Street NW, Suite 1000 
Atlanta, GA 30309
	 	 	 	 	 
	TOTAL:	 	$313,500,000.00	 	 








 




    			 



     


    

 


CANADIAN
FACILITY COMMITMENTs





 







	rEVOLVING LENDER	 	COMMITMENT	 	Address
	 	 	 	 	 
	UBS AG, Stamford Branch	 	$7,500,000.00	 	1285 Avenue of the Americas 
New York, New York 10019
	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$7,500,000.00	 	383 Madison Avenue 
New York, New York 10179
	 	 	 	 	 
	Deutsche Bank AG New York Branch	 	$7,500,000.00	 	60 Wall Street 
New York, New York 10005
	 	 	 	 	 
	Barclays Bank PLC	 	$7,500,000.00	 	745 Seventh Avenue 
New York, NY 10019
	 	 	 	 	 
	Goldman Sachs Bank USA	 	$7,500,000.00	 	200 West Street 
New York, NY 10282
	 	 	 	 	 
	Bank of America, N.A.	 	$7,500,000.00	 	One Bryant Park 
New York, New York 10036
	 	 	 	 	 
	Royal Bank of Canada	 	$7,500,000.00	 	200 Vesey Street 
New York, New York 10281
	 	 	 	 	 
	Jefferies Finance LLC	 	$4,500,000.00	 	520 Madison Avenue 
New York, New York 10022
	 	 	 	 	 
	MUFG Union Bank, N.A.	 	$4,500,000.00	 	1221 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 
	Natixis, New York Branch	 	$4,500,000.00	 	1251 Avenue of the Americas 
New York, New York 10020
	 	 	 	 	 
	Crédit Agricole Corporate and Investment Bank	 	$4,500,000.00	 	1301 Avenue of the Americas 
New York, NY 10019
	 	 	 	 	 
	U.S. Bank National Association	 	$4,500,000.00	 	461 Fifth Avenue 
New York, NY 10017
	 	 	 	 	 
	Regions Bank	 	$7,500,000.00	 	1180 West Peachtree Street NW, Suite 1000 
Atlanta, GA 30309
	 	 	 	 	 
	TOTAL:	 	$82,500,000