ex10_1a.htm


    


      EXHIBIT
10.1

      AMENDMENT
NO. 3 AND WAIVER

       

      TO

       

      SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

       

      This
AMENDMENT NO. 3 AND WAIVER, dated as of December 22, 2009 (this “Amendment”), to SECOND AMENDED
AND RESTATED CREDIT AGREEMENT is entered into among PGT Industries, Inc., a
Florida corporation (the “Borrower”), UBS AG, Stamford
Branch, as administrative agent (in such capacity, the “Administrative Agent”) and the
Lenders party hereto, and amends the Second Amended and Restated Credit
Agreement dated as of February 14, 2006 (as amended and as may be further
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered
into among the Borrower, the Guarantors party thereto, the institutions from
time to time party thereto as lenders, UBS AG, Stamford Branch, as
administrative agent, issuing bank and collateral agent, General Electric
Capital Corporation and UBS Securities LLC, as co-documentation agents and the
other agents party thereto.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.

       

      W I T N E
S S E T H:

       

      Whereas,
Section 11.02 of the Credit Agreement provides that the Credit Agreement may be
amended, modified and waived from time to time;

       

      Whereas,
the Borrower has requested that the Lenders and the Administrative Agent agree
to amend the Credit Agreement as described below and the Lenders and the
Administrative Agent are willing to so agree subject to the terms and conditions
contained in this Amendment;

       

      Whereas,
as a condition precedent to the effectiveness of certain amendments herein, the
Borrower has agreed to prepay Term Loans in an amount equal to at least $17
million (minus fees and expenses);

       

      Now,
therefore, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the
parties hereto hereby agree as follows:

       

      SECTION
ONE                                 Amendments.

       

      (a) Section
1.01 of the Credit Agreement is amended by including the following defined terms
therein in appropriate alphabetical order:

       

      (i) “Additional Interest” shall
mean 2.5% per annum which shall be
capitalized and added to the unpaid principal amount of the Loans on the last
day of each applicable fiscal quarter of the Borrower pursuant to Section 2.06;
provided that
Additional Interest may, at the option of the Borrower, be paid in cash on the
last day of such applicable fiscal quarter.  Notice of the making of
such payment in cash shall be delivered to the Administrative Agent in writing,
in the case of ABR Loans, one Business Day, and in the case of Eurodollar Loans,
three Business Days, prior to the relevant Interest Payment
Date.  Notwithstanding anything to the contrary contained in this
Agreement, Additional Interest shall not be taken into account for purposes of
calculating the financial covenants set forth in Section 6.10 of this Agreement
or any of the associated definitions when used therein or for purposes of any
other references or uses of such financial definitions or the associated
definitions in this Agreement.  For all purposes of this Agreement,
any and all references to “interest” when applied to the Loans shall be deemed
to include Additional Interest, when and as applicable.

       

      (ii) “Amendment No. 3” shall mean
Amendment No. 3 and Waiver to Second Amended and Restated Credit Agreement,
which amends this Agreement, dated as of the Waiver Effective Date, among the
Borrower, Holdings, the Subsidiary Guarantors and the Administrative Agent (with
the consent of the Required Lenders and Extending Lenders).

       

      (iii) “Amendment No. 3 Effective Date” shall
have the meaning set forth in Section 4(a) of Amendment No. 3.

       

      (iv) “Extending Revolving Lender
Commitment” shall mean the Commitment of any Extending Revolving Lender
and of any assignee of any such Tranche A-1 Revolving Lender who takes all or a
portion of a Tranche A-1 Revolving Commitment of any such consenting Tranche A-1
Revolving Lender.

       

      (v) “Extending Revolving Lender”
shall mean any Tranche A-1 Revolving Lender that has consented to the
Extension.

       

      (vi) “Extension” shall mean, with
respect to any Tranche A-1 Revolving Lender, the extension of the maturity date
of such Tranche A-1 Revolving Lender’s Commitment from the Initial Revolving
Maturity Date to the Final Revolving Maturity Date in accordance with Amendment
No. 3.

       

      (vii)  “Final Revolving Maturity Date”
shall mean December 31, 2011 or, if such date is not a Business Day, the first
Business Day thereafter.

       

      (viii) “Initial Revolving Maturity
Date” shall mean February 14, 2011 or, if such date is not a Business
Day, the first Business Day thereafter.

       

      (ix) “Non-Extending Revolving Lender
Commitment” shall mean the Commitment of any Non-Extending Revolving
Lender and of any assignee of any such Tranche A-1 Revolving Lender who takes
all or a portion of a Non-Extending Revolving Commitment of any such Tranche A-1
Revolving Lender; provided that if a
Non-Extending Revolving Lender Commitment is assigned to a Non-Extending
Revolving Lender at any time prior to the Initial Revolving Maturity Date, such
Commitment shall thereafter be deemed to be an Extending Revolving Lender
Commitment.

       

      (x) “Non-Extending Revolving
Lender” shall mean any Tranche A-1 Revolving Lender that has not
consented to the Extension.

       

      (xi) “Revolver Availability Amount”
shall mean, as at any date of determination, the excess of the aggregate of
Tranche A-1 Revolving Commitments of Tranche A-1 Revolving Lenders over the
aggregate Revolving Exposure of Tranche A-1 Revolving Lenders.

       

      (xii) “Revolving Commitment
Reduction” shall mean the reduction by the Borrower of Commitments to
Extending Revolving Lenders by up to $5 million in the aggregate effective on
the Amendment No. 3 Effective Date in accordance with the terms of Sections 2.07 and
2.10.

       

      (xiii) “Specified Equity Offering”
shall mean the (i) offering of subscription rights to purchase shares of the
common stock of Holdings and/or (ii) the sale of common stock of Holdings and/or
the sale of Qualified Capital Stock of Holdings to be completed pursuant to
Amendment No. 3.

       

      (xiv) “Waiver” shall have the meaning
set forth in Section
2 of Amendment No. 3.

       

      (xv) “Waiver Effective Date” shall
have the meaning set forth in Section 4(b) of
Amendment No. 3.

       

      (b) The
definition of “Alternate Base Rate” in Section 1.01 of the Credit Agreement is
hereby amended by deleting the first sentence in its entirety and replacing it
with the following:

       

      “Alternate Base Rate” shall
mean, for any day, a rate per annum (rounded upward, if necessary, to the next
1/100th of 1%) equal to the greatest of (a) the Base Rate in effect on such
day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c)
4.25%.

       

      (c) The
definition of “Applicable Margin” in Section 1.01 shall be amended by deleting
such definition in its entirety and  replacing it with the
following:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                “Applicable Margin” shall
      mean, for any day:

              


      

       

      with
respect to any Tranche A-1 Revolving Loan only, the applicable percentage set
forth in the table below under the appropriate caption:

       

      
        	 	 	
                
                  Tranche
      A-1 Revolving Loans

                

              	 
	
                
                  Total

                  Leverage
      Ratio

                

              	 	
                
                  Eurodollar

                

              	 	 	
                
                  ABR

                

              	 
	
                Level I

                ≥4.5:1.0

              	 	 	5.00%	 	 	 	4.00%	 
	
                Level II

                <4.5:1.0
      but

                ≥4.0:1.0

              	 	 	4.50%	 	 	 	3.50%	 
	
                Level III

                <4.0:1.0
      but

                ≥3.5:1.0

              	 	 	4.00%	 	 	 	3.00%	 
	
                Level IV

                <3.5:1.0

                ≥3.0:1.0

                 

              	 	 	3.50%	 	 	 	2.50%	 
	
                Level V

                <3.0:1.0
      but

                ≥2.5:1.0

              	 	 	3.25%	 	 	 	2.25%	 
	
                Level VI

                <2.5:1.0

                 

              	 	 	3.00%	 	 	 	2.00%	 


      

      


       

      
        	
                 
      

              	
                with
      respect to any Term Loan only, the applicable percentage set forth in the
      table below under the appropriate
caption:

              


      

       

      
        	 	 	
                
                  Term
      Loans

                

              	 
	
                
                  Total

                  Leverage
      Ratio

                

              	 	
                
                  Eurodollar

                

              	 	 	
                
                  ABR

                

              	 
	
                Level I

                ≥4.5:1.0

              	 	 	5.00%	 	 	 	4.00%	 
	
                Level II

                <4.5:1.0
      but

                ≥4.0:1.0

              	 	 	4.50%	 	 	 	3.50%	 
	
                Level III

                <4.0:1.0
      but

                ≥3.5:1.0

              	 	 	4.00%	 	 	 	3.00%	 
	
                Level IV

                <3.5:1.0

                 

              	 	 	3.50%	 	 	 	2.50%	 


      

      


       

      Each
change in the Applicable Margin resulting from a change in the Total Leverage
Ratio shall be effective with respect to all Term Loans, Tranche A-1 Revolving
Loans and Letters of Credit outstanding on and after the date of delivery to the
Administrative Agent of the financial statements and certificates required by
Section 5.01(a) or (b), respectively, indicating such change until the date
immediately preceding the next date of delivery of such financial statements and
certificates indicating another such change.  Notwithstanding the
foregoing, the Leverage Ratio shall be deemed to be in Level I (i) at any time
during which Window Holdings has failed to deliver the financial statements and
certificates required by Section 5.01(a) or (b), respectively, and (ii) at any
time during the continuance of an Event of Default.

       

      (d) The
definition of “Consolidated Interest Coverage Ratio” in Section 1.01 of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:

       

      “Consolidated Interest Coverage
Ratio” shall mean, for any Test Period, the ratio of
(x) Consolidated EBITDA for such Test Period plus, with respect to each
Test Period from and including the Test Period ending December 31, 2009 through
and including the Test Period ending December 31, 2010 only, unrestricted cash
of Window Holdings and its Subsidiaries as of the last day of such Test Period
to (y) Cash Interest Expense for such Test Period.

       

      (e) The
definition of “ECF Percentage” in Section 1.01 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:

       

      “ECF Percentage” shall mean,
with respect to any fiscal year, the applicable percentage set forth below
across from the applicable First Lien Secured Leverage Ratio as of the last day
of such fiscal year:

       

      
        	
                First Lien Secured Leverage
      Ratio

              	 	
                Applicable Percentage

              	 
	
                >
      3.5:1.0                                                      

              	 	 	90%	 
	
                ≤
      3.5:1.0                                                      

              	 	 	75%	 


      

      


      (f) The
definition of “Excess Cash Flow” in Section 1.01 of the Credit Agreement shall
be amended by inserting the following immediately prior to the period ending the
last sentence:

       

      “; provided further that, to the
extent it would otherwise be included therein, proceeds from the Specified
Equity Offering shall not be included in the calculation of Excess Cash
Flow”

       

      (g) The
definition of “Final Maturity Date” in Section 1.01 of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:

       

      “Final Maturity Date” shall
mean the later of the Final Revolving Maturity Date and the Term Loan Maturity
Date.

       

      (h) The
definition of “Letter of Credit Expiration Date” in Section 1.01 of the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:

       

      “Letter of Credit Expiration
Date” shall mean the date which is fifteen days prior to the Final
Revolving Maturity Date.”

       

      (i) The
definition of “Revolving Availability Period” in Section 1.01 of the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:

       

      “Revolving Availability Period”
shall mean the period from and including January 29, 2004 to but excluding the
earlier of (i) the Business Day preceding the Final Revolving Maturity Date
and (ii) the date of termination of the Tranche A-1 Revolving
Commitments.”

       

      (j) The
definition of “Revolving Maturity Date” in Section 1.01 of the Credit Agreement
is hereby deleted in its entirety and replaced with  the
following:

       

      “Revolving Maturity Date” means
(x) with respect to any Extending Revolving Lender Commitment, the Final
Revolving Maturity Date and (y) with respect to any Non-Extending Revolving
Lender Commitment, the Initial Revolving Maturity Date.”

       

      (k) The
definition of “Tranche A-1 Revolving Commitment” in Section 1.01 of the Credit
Agreement is hereby deleted in its entirety and replaced with  the
following:

       

      “Tranche A-1 Revolving
Commitment” shall mean, with respect to each Tranche A-1 Revolving
Lender, the commitment, if any, of such Lender to make Tranche A-1 Revolving
Loans hereunder up to the amount set forth on Schedule I to the Lender
Addendum executed and delivered by such Lender or in the Assignment and
Acceptance pursuant to which such Lender assumed its Tranche  A-1
Revolving Commitment, as applicable, as the same may be (a) reduced from
time to time pursuant to Section 2.07 and
(b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 11.04.  The
aggregate amount of the Tranche A-1 Revolving Lenders’ Tranche A-1 Revolving
Commitments on the Amendment No. 3 Effective Date is the amount set forth on
Schedule I to Amendment No. 3. The Non-Extending Revolving Lender Commitments
shall terminate on the Initial Revolving Maturity Date and the aggregate amount
of the Tranche A-1 Lenders’ Revolving Commitments immediately following the
Initial Revolving Maturity Date shall be the aggregate of the Extending
Revolving Lender Commitments.

       

      (l) Section
2.01 of the Credit Agreement is hereby amended by deleting clause (b) in its
entirety and replacing it with the following:

       

      “(b)  to
make Tranche A-1 Revolving Loans to Borrower, at any time and from time to time
on or after the Amendment No. 3 Effective Date until the earlier of (i)(x) the
Initial Revolving Maturity Date, in the case of a Non-Extending Revolving Lender
and (y) the Final Revolving Maturity Date, in the case of an Extending Revolving
Lender and (ii) the termination of the Tranche A-1 Revolving Commitment of such
Lender in accordance with the terms hereof, in an aggregate principal amount at
any time outstanding that will not result in such Lender’s Revolving Exposure
exceeding such Lender’s Tranche A-1 Revolving Commitment.”

       

      (m) Section
2.02 of the Credit Agreement is hereby amended by deleting clause (e) in its
entirety and replacing it with the following:

       

      “(e)  Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after (i) in the case of Tranche
A-1 Revolving Loans to be made prior to the Initial Revolving Maturity Date, the
Initial Revolving Maturity Date and (ii) in the case of Tranche A-1 Revolving
Loans to be made on or after the Initial Revolving Maturity Date, the Final
Revolving Maturity Date.”

       

      (n) Section
2.03 of the Credit Agreement is hereby amended by adding the following paragraph
at the end of such section:

       

      “If on
the Initial Revolving Maturity Date the Borrower makes a Revolving Borrowing
pursuant to a Borrowing Request submitted to the Administrative Agent in
accordance with this Section 2.03, so long
as such Revolving Borrowing is in an amount not to exceed the amount of the
Extending Revolving Lender Commitments, the Administrative Agent shall advance
such Borrowing by setting-off first, any outstanding Swingline Loans, and
second, any outstanding Revolving Exposure of Extending Revolving Lenders
against the amount set forth in such Borrowing Request.”

       

      (o) Section
2.04(a) of the Credit Agreement is hereby amended by deleting clauses (ii) and
(iii) in their entirety and replacing them with the following:

       

      “(ii) 
to the Administrative Agent for the account of each Non-Extending Revolving
Lender, the then unpaid principal amount of each Revolving Loan of such
Non-Extending Revolving Lender on the Initial Revolving Maturity Date;
(iii) to the Swingline Lender, the then unpaid principal amount of each
Swingline Loan on the earlier of the Initial Revolving Maturity Date and the
first date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least two Business Days after such Swingline Loan is
made, (iv) to the Administrative Agent for the account of each Extending
Revolving Lender, the then unpaid principal amount of each Revolving Loan of
such Extending Revolving Lender on the Final Revolving Maturity Date and
(v) to the Swingline Lender, the then unpaid principal amount of each
Swingline Loan on the earlier of the Final Revolving Maturity Date and the first
date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least two Business Days after such Swingline Loan is
made; provided, that on
each date that a Revolving Borrowing is made, Borrower shall repay all Swingline
Loans that were outstanding on the date such Borrowing was requested; provided further, that the
Borrower shall be deemed to have repaid the Swingline Loans and the Revolving
Exposure of Extending Revolving Lenders, in each case, that are set-off by the
Administrative Agent as contemplated by the last paragraph of Section
2.03.”

       

      (p) Section
2.06 of the Credit Agreement is hereby amended by adding the following at the
end of both
Section 2.06(a) and Section 2.06(b):

       

      “plus, solely during any
fiscal quarter immediately following a Test Period in which the ratio of (x)
Consolidated Indebtedness minus cash and Cash
Equivalents (in each case as of the last day of the relevant Test Period and, in
the case of a Test Period that includes the fourth quarter of 2009, after giving
pro forma effect to the application of any prepayments in connection with
Amendment No. 3) to (y) Consolidated EBITDA for such Test Period exceeds
4.25:1.0, Additional Interest”.

       

      (q) Section
2.07 of the Credit Agreement is hereby amended by deleting clause (a) in its
entirety and replacing it with the following:

       

      “(a)  The
Tranche A-2 Term Loan Commitments shall automatically terminate at 5:00 p.m.,
New York City time, on the Amendment and Restatement Effective
Date.  The Tranche A-1 Revolving Commitments of Non-Extending
Revolving Lenders shall automatically terminate on the Initial Revolving
Maturity Date.  The Tranche A-1 Revolving Commitments of the Extending
Revolving Lenders shall automatically terminate on the Final Revolving Maturity
Date. The Swingline Commitment and the LC Commitment shall automatically
terminate on the Final Revolving Maturity Date.”

       

      (r) Section
2.10 of the Credit Agreement is hereby amended by deleting clause (b)(ii) in its
entirety and replacing it with the following:

       

      “(ii) In
the event of any partial reduction of the Tranche A-1 Revolving Commitments,
then (x) at or prior to the effective date of such reduction, the
Administrative Agent shall notify Borrower and the Tranche A-1 Revolving Lenders
of the sum of the Revolving Exposures after giving effect thereto and
(y) if the sum of the Revolving Exposures would exceed the aggregate amount
of Tranche A-1 Revolving Commitments after giving effect to such reduction, then
Borrower shall, on the date of such reduction, first, repay or prepay
Swingline Loans, second, repay or prepay
Revolving Borrowings and third, replace outstanding
Letters of Credit or cash collateralize outstanding Letters of Credit in
accordance with the procedures set forth in Section 2.18(i),
in an aggregate amount sufficient to eliminate such excess; provided that, with respect
to the Revolving Commitment Reduction only, the Tranche A-1 Revolving
Commitments of each Extending Revolving Lender that also accepts the Revolving
Commitment Reduction pursuant to their respective signature pages in Amendment
No. 3 (such Lenders, “Commitment Reducing Lenders”)
shall each be reduced, in each case notwithstanding the last sentence of Section 2.07(c), in
an amount equal to $5 million multiplied by a fraction, the numerator of which
is such Commitment Reducing Lender’s Tranche A-1 Revolving
Commitment  (including, for the avoidance of doubt and without
duplication, all outstanding Tranche A-1 Revolving Loans made by such Lender)
and the denominator of which is the aggregate Tranche A-1 Revolving Commitments
of all Commitment Reducing Lenders, in each case as set forth in Schedule I to
Amendment No. 3, and otherwise in accordance with this Section
2.10(b).

       

      (s) Section
2.17(d) of the Credit Agreement is hereby amended by inserting the following
immediately prior to the last sentence:

       

      “Subject
to clause (iii) of Section 2.17(a),
immediately following the Initial Revolving Maturity Date, so long as no Default
or Event of Default has occurred and is continuing, the Swingline Exposure of
Non-Extending Revolving Lenders shall be reallocated pro rata among the
Extending Revolving Lenders in accordance with their Commitments.”

       

      (t) Section
2.18(a) is hereby deleted in its entirety and replaced with the
following:

       

      “(a)  General.  Subject
to the terms and conditions set forth herein, Borrower may request the Issuing
Bank, and the Issuing Bank agrees, to issue Letters of Credit for its own
account or the account of a Subsidiary (subject to such Subsidiary’s compliance
with all reasonable requests made by the LC Issuer or the Administrative Agent
pursuant to Section
11.16) in a form reasonably acceptable to the Administrative Agent and
the Issuing Bank, at any time and from time to time during the Revolving
Availability Period (provided that Borrower shall
be a co-applicant, and be jointly and severally liable, with respect to each
Letter of Credit issued for the account of a Subsidiary).  The Issuing
Bank shall have no obligation to issue, and Borrower shall not request the
issuance of, any Letter of Credit at any time if after giving effect to such
issuance, (i) the LC Exposure would exceed the LC Commitment, (ii) the total
Revolving Exposure would exceed the total Tranche A-1 Revolving Commitments or
(iii) prior to the Initial Revolving Maturity Date, the LC Exposure of
Non-Extending Revolving Lenders that expires after the Initial Revolving
Maturity Date would be greater than the difference between the Extending
Revolving Lender Commitments and the Revolving Exposure of the Extending
Revolving Lenders.  In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by Borrower to, or
entered into by Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.”

       

      (u) Section
2.18(d) of the Credit Agreement is hereby amended by inserting the following
immediately prior to the last sentence:

       

      “Subject
to clause (iii) of Section 2.18(a),
immediately following the Initial Revolving Maturity Date, so long as no Default
or Event of Default has occurred and is continuing, the LC Exposure of
Non-Extending Revolving Lenders shall be reallocated pro rata among the
Extending Revolving Lenders in accordance with their Extending Revolving Lender
Commitments.”

       

      (v) Section
6.10(a) of the Credit Agreement shall be amended by deleting such section in its
entirety and replacing it with the following:

       

      (a)           Maximum Total Leverage
Ratio.  Permit the Total Leverage Ratio (which shall be
calculated on a Pro Forma Basis to give effect to any prepayment of Loans made
in connection with Amendment No. 3 as if such prepayment had been effected on
the first day of any Test Period), as of the last day of any Test Period ending
closest to the end of the period set forth in the table below, to exceed the
ratio set forth opposite such period in the table below:

       

      
        	
                Test
      Period

              	
                Total
      Leverage Ratio

              
	
                April
      1, 2006 — June 30, 2006

              	
                6.00
      to 1.0

              
	
                July,
      1, 2006 — September 30, 2006

              	
                6.00
      to 1.0

              
	
                October
      1, 2006 — December 31, 2006

              	
                6.00
      to 1.0

              
	
                January
      1, 2007 — March 31, 2007

              	
                5.75
      to 1.0

              
	
                April
      1, 2007 — June 30, 2007

              	
                5.50
      to 1.0

              
	
                July
      1, 2007 — September 30, 2007

              	
                5.25
      to 1.0

              
	
                October
      1, 2007 — December 31, 2007

              	
                5.00
      to 1.0

              
	
                January
      1, 2008 — March 31, 2008

              	
                5.00
      to 1.0

              
	
                April
      1, 2008 — June 30, 2008

              	
                5.00
      to 1.0

              
	
                July
      1, 2008 — September 30, 2008

              	
                5.00
      to 1.0

              
	
                October
      1, 2008 — December 31, 2008

              	
                5.00
      to 1.0

              
	
                January
      1, 2009 — March 31, 2009

              	
                5.00
      to 1.0

              
	
                April
      1, 2009 — June 30, 2009

              	
                5.00
      to 1.0

              
	
                July
      1, 2009 — September 30, 2009

              	
                5.00
      to 1.0

              
	
                October
      1, 2009 — December 31, 2010

              	
                Not
      Applicable

              
	
                January
      1, 2011 — March 31, 2011

              	
                6.25
      to 1.00

              
	
                April
      1, 2011 — June 30, 2011

              	
                6.00
      to 1.00

              
	
                July
      1, 2011 — September 30, 2011

              	
                5.75
      to 1.00

              
	
                October
      1, 2011 — December 31, 2011

              	
                5.50
      to 1.00

              
	
                January
      1, 2012 — and thereafter

              	
                5.50
      to 1.00

              


      

      


       

      (w) Section
6.10(b) of the Credit Agreement shall be amended by deleting such section in its
entirety and replacing it with the following:

       

       (b)           Minimum Interest Coverage
Ratio.  Permit the Consolidated Interest Coverage Ratio (which
shall be calculated on a Pro Forma Basis to give effect to any prepayment of
Loans made in connection with Amendment No. 3 as if such prepayment had been
effected on the first day of any Test Period), for any Test Period ending during
any period set forth in the table below, to be less than the ratio set forth
opposite such period in the table below:

       

      
        	
                Test
      Period

              	
                Consolidated
      Interest

                Coverage
      Ratio

              
	
                April
      1, 2006 — June 30, 2006

              	
                1.75
      to 1.0

              
	
                July,
      1, 2006 — September 30, 2006

              	
                1.75
      to 1.0

              
	
                October
      1, 2006 — December 31, 2006

              	
                1.75
      to 1.0

              
	
                January
      1, 2007 — March 31, 2007

              	
                1.80
      to 1.0

              
	
                April
      1, 2007 — June 30, 2007

              	
                1.85
      to 1.0

              
	
                July
      1, 2007 — September 30, 2007

              	
                1.90
      to 1.0

              
	
                October
      1, 2007 — December 31, 2007

              	
                2.00
      to 1.0

              
	
                January
      1, 2008 — March 31, 2008

              	
                2.00
      to 1.0

              
	
                April
      1, 2008 — June 30, 2008

              	
                2.00
      to 1.0

              
	
                July
      1, 2008 — September 30, 2008

              	
                2.00
      to 1.0

              
	
                October
      1, 2008 — December 31, 2008

              	
                2.00
      to 1.0

              
	
                January
      1, 2009 — March 31, 2009

              	
                2.00
      to 1.0

              
	
                April
      1, 2009 — June 30, 2009

              	
                2.00
      to 1.0

              
	
                July
      1, 2009 — September 30, 2009

              	
                2.00
      to 1.0

              
	
                October
      1, 2009 — December 31, 2009

              	
                1.25
      to 1.0

              
	
                January
      1, 2010 — March 31, 2010

              	
                1.25
      to 1.0

              
	
                April
      1, 2010 — June 30, 2010

              	
                1.25
      to 1.0

              
	
                July
      1, 2010 — September 30, 2010

              	
                1.25
      to 1.0

              
	
                October
      1, 2010 — December 31, 2010

              	
                1.25
      to 1.0

              
	
                January
      1, 2011 — March 31, 2011

              	
                1.50
      to 1.0

              
	
                April
      1, 2011 — June 30, 2011

              	
                1.50
      to 1.0

              
	
                July
      1, 2011 — September 30, 2011

              	
                1.50
      to 1.0

              
	
                October
      1, 2011 — December 31, 2011

              	
                1.75
      to 1.0

              
	
                January
      1, 2012 — and thereafter

              	
                1.75
      to 1.0

              


      

      


       

      (x) Section
6.10 of the Credit Agreement shall be amended by inserting a new Section 6.10(e)
beneath Section 6.10(d) as follows:

       

      (e)          Minimum
EBITDA.  Permit Consolidated EBITDA for any Test Period ending
during any period set forth in the table below, to be less than the amount set
forth opposite such period in the table below:

       

      
        	
                Period

              	 	
                Consolidated
      EBITDA

                (in millions)

              	 
	
                October
      1, 2009 — December 31, 2009

              	 	$	6.0	 
	
                January
      1, 2010 — March 31, 2010

              	 	$	6.0	 
	
                April
      1, 2010 — June 30, 2010

              	 	$	6.0	 
	
                July
      1, 2010 — September 30, 2010

              	 	$	6.0	 
	
                October
      1, 2010 — December 31, 2010

              	 	$	6.0	 
	
                January
      1, 2011 — and thereafter

              	 	
                Not
      Applicable

              	 


      

      


       

      (y) Section
11.04(c) of the Credit Agreement is hereby amended by inserting the following
immediately subsequent to the first sentence:

       

      “The
Administrative Agent shall identify in the Register the Extending Revolving
Lenders (and their assignees) and the Non-Extending Revolving Lenders (and their
assignees).”

       

      SECTION
TWO                                 Waiver

       

      Effective
as provided in Section 4 hereof, the Lenders hereby waive (the "Waiver"):

       

      (a) from
the Waiver Effective Date to, but not including the earlier of the Amendment No.
3 Effective Date and March 31, 2010, any Default as a result of the Borrower
defaulting in the performance of its obligations under Sections 6.10(a) and
6.10(b) of the Credit Agreement (as in effect immediately prior to the
effectiveness of this Waiver) as of the last day of the fiscal quarter ending on
or nearest to December 31, 2009; and

       

      (b) from
and after the Waiver Effective Date, any Default arising under Section 5.01 or
otherwise under the Credit Agreement as a result of the issuance by the
independent public accountants for the Borrower on or prior to March 31, 2010 of
an opinion qualified as to scope or containing other qualification or a going
concern modification that results solely from the default (or potential default)
by the Borrower in the performance of its obligations under Sections 6.10(a) and
6.10(b) of the Credit Agreement (as in effect immediately prior to the
effectiveness of this Waiver).

       

      SECTION
THREE                                 Extension; Revolving
Commitment Reduction.

       

      (a)           By
its execution and delivery of its signature page to this Amendment, each Tranche
A-1 Revolving Lender party hereto will be deemed to have approved of all of the
provisions of this Amendment other than the Extension.  To approve of
the Extension as set forth in this Amendment, each Tranche A-1 Revolving Lender
party hereto must check the applicable box next to "Accept" on its signature
page hereto. To accept the Revolving Commitment Reduction as to itself, a
Tranche A-1 Revolving Lender must be an Extending Revolving Lender and must also
check the applicable box next to “Accept” on its signature page hereto. If a
Tranche A-1 Revolving Lender (i) does not execute and deliver this Amendment,
(ii) does not check the "Accept " box with respect to the
Extension on its signature page hereto,
(iii) does not
check the "Accept" box with respect to the Revolving Commitment Reduction on its
signature page hereto if it has checked the "Accept" box with respect to the
Extension on its signature page hereto or (iii) checks the "Reject" box with
respect to the Extension and/or the Revolving Commitment Reduction on its
signature page hereto, such Tranche A-1 Revolving Lender shall be deemed to have
not approved of the Extension and/or not accepted the Revolving Commitment
Reduction, as applicable. For purposes of clarity, UBS AG, Stamford Branch and
its affiliates will not accept the Revolving Commitment Reduction.

      


      


      (b)           Subsequent
to the Amendment No. 3 Effective Date and prior to the Initial Revolving
Maturity Date, any Non-Extending Revolving Lender may consent to the Extension
with respect to all of its Tranche A-1 Revolving Commitments upon delivery to
the Administrative Agent of a written notice of such consent signed by such
Tranche A-1 Revolving Lender containing the legal name of such Tranche A-1
Revolving Lender, the proposed effective date of such consent and the principal
amount of its Tranche A-1 Revolving Commitments, and such consent shall become
effective upon the written consent of the Administrative Agent thereto and at
such time such Tranche A-1 Revolving Lender shall become an Extending Revolving
Lender.

      


       

      SECTION
FOUR                                 Conditions to
Effectiveness.

       

      (a) This
Amendment (other than with respect to  Section 2 of this Amendment,
which for the avoidance of doubt is addressed in Section 4(b) below) shall
become effective as of the date (the “Amendment No. 3 Effective Date”) that each of
the following conditions precedent and the condition precedent in Section 4(c)
below shall have been satisfied or, solely with respect to Sections 4(a)(ii)(x),
4(a)(ii)(y) and 4(a)(iii), waived by the Administrative Agent:

       

      (i) the
Administrative Agent shall have received counterparts of this amendment executed
by (w) the Borrower, (x) UBS AG, Stamford Branch, in its capacity as
Administrative Agent on behalf of the Lenders, (y) the Required Lenders with
respect to amendments described in Section One and (z) each of the Extending
Revolving Lenders.

       

      (ii) the
Borrower shall have (x) paid the Administrative Agent all the fees due to the
Administrative Agent, (y) reimbursed or paid all expenses required to be paid or
reimbursed by the Borrower pursuant to the Credit Agreement and Section 7 hereof
and (z) paid a fee to each Lender who consents to this Amendment on or prior to
3:00 p.m., New York City time, on  December 22, 2009 in an amount
equal to 50 basis points of such consenting Lender’s outstanding Commitments
and/or Term Loans under the Credit Agreement as of the Amendment No. 3 Effective
Date (such amount to be calculated after giving effect to the application of any
prepayments and commitment reductions made in connection with this Amendment No.
3);

       

      (iii) the
Administrative Agent shall have received a notice of an election to reduce the
Commitments pursuant to the Revolving Commitment Reduction in accordance with
the terms and conditions set forth in Sections 2.07 and 2.10 of the Credit
Agreement; and

       

      (iv) the
Borrower shall have made a prepayment of at least $17 million (minus fees and
expenses (a) incurred in connection with the Specified Equity Offering referred
to in this paragraph and (b) paid pursuant to clause (a)(ii) of this Section
Four), with at least $15 million of such prepayment to be made with the proceeds
of a Specified Equity Offering, on or prior to noon, New York City time, on
March 31, 2010; provided
that the proceeds used for the prepayment pursuant to this paragraph
cannot be from proceeds of equity purchased by the Borrower or its Subsidiaries
in accordance with the provisions of Section 2.10 of the Credit
Agreement;

       

      (b) Section 2
of this Amendment shall become effective as of the date (the “Waiver Effective Date”) that
each of the conditions precedent described in Sections 4(a)(i)(w), 4(a)(i)(x),
4(a)(i)(y) and 4(a)(ii)(y) above and Section 4(c) below shall have been
satisfied or waived by the Administrative Agent:

       

      (c) The
effectiveness of this Amendment (other than Sections Seven, Eight, Nine, Ten and
Eleven hereof) is further conditioned upon the accuracy of the representations
and warranties set forth in Section Five hereof.

       

      SECTION
FIVE                                 Representations and
Warranties.

       

      In order
to induce the Lenders party hereto and the Administrative Agent to enter into
this Amendment, the Borrower represents and warrants to each of the Lenders
that:

       

      (a) this
Amendment has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation in accordance with its
terms;

       

      (b) no
Default or Event of Default has occurred and is continuing other than any
potential Default or Event of Default that would be cured by the Waiver and/or
the Amendment; and

       

      (c) both
before and after giving effect to this Amendment, all of the representations and
warranties set forth in Article III of the Credit Agreement and in the other
Loan Documents will be true and complete in all material respects with the same
effect as if made on and as of the date hereof (unless expressly stated to
relate to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date);
provided that any
representation or warranty with respect to the occurrence of a Default or Event
of Default shall not apply to any potential Default or Event of Default that
would be cured by the Waiver and/or the Amendment.

       

      SECTION
SIX                                 Reference to and Effect on
the Credit Agreement.

       

      On and
after the Amendment No. 3 Effective Date, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to
the Credit Agreement, and each reference in each of the Loan Documents to “the
Credit Agreement,” “thereunder,” “thereof” or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
further amended by this Amendment.

       

      The
Credit Agreement and each of the other Loan Documents, as specifically amended
by this Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.  The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender
or any Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.

       

      For
purposes of clarity, to the extent any Default or Event of Default shall be in
existence on the Amendment No. 3 Effective Date under Section 6.10(a) or
6.10(b), such Default or Event of Default shall be cured if the Borrower shall
be in compliance with Section 6.10(a) and 6.10(b) as amended pursuant to
Amendment No. 3.

       

      This
Amendment is a Loan Document.

       

      SECTION
SEVEN                                 Costs and
Expenses.

       

      The
Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment and the other instruments and documents to be delivered
hereunder, if any (including, without limitation, the reasonable fees and
expenses of Cahill Gordon & Reindel LLP, counsel to the Administrative
Agent).

       

      SECTION
EIGHT                                 Further
Assurances.

       

      The Loan
Parties agree to promptly take such action, upon the request of the
Administrative Agent, as is necessary to carry out the intent of this Amendment
No. 3.

       

      SECTION
NINE                                 Execution in
Counterparts.

       

      This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier or electronic mail shall be
effective as delivery of a manually executed counterpart of this
Amendment.

       

      SECTION
TEN                                 Lender
Signatures.

       

      Each
Lender that signs a signature page to this Amendment shall be deemed to have
approved this Amendment and shall be further deemed for the purposes of the Loan
Documents to have approved this Amendment.  Each Lender signatory to
this Amendment agrees that such Lender shall not be entitled to receive a copy
of any other Lender’s signature page to this Amendment, but agrees that a copy
of such signature page may be delivered to the Borrower and the Administrative
Agent.

       

      SECTION
ELEVEN                                       Governing
Law.

       

      THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

       

      [Signature
Pages Follow]

      



      
      



      PGT
INDUSTRIES, INC.,

       

      as the
Borrower

       

      By:  /s/ Jeffrey
Jackson

       

              Name:Jeffrey
Jackson

       

              Title:EVP/CFO

       

      PGT,
INC.,

       

      as a
Guarantor

       

      By:  /s/ Jeffrey
Jackson

       

              Name:Jeffrey
Jackson

       

              Title:EVP/CFO

       

       
 

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      UBS AG,
STAMFORD BRANCH,

       

      as
Administrative Agent

       

      By:  /s/ Mary E.
Evans

       

              Name:
Mary E. Evans

       

              Title:
Associate Director

       

      By:  /s/ Irja R.
Otsa

       

             Name:
Irja R. Otsa

       

             Title:
Associate Director

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    Schedule I

     

    [Revolving Commitment Reduction]

     

    
    

     

    
      	 Lender	 Revolving
      Commitment Reduction Amount
	 General
      Electic Capital Corporation	 $5,000,000