exv4w5



 





Exhibit 4.5




ATRIUM COMPANIES, INC.,

as Issuer,




THE GUARANTORS named herein,

as Guarantors,




AND




U.S. BANK NATIONAL ASSOCIATION,

as successor Trustee




_______________________________________




FOURTH SUPPLEMENTAL INDENTURE




Dated as of April 6, 2004




TO THE




INDENTURE




Dated as of May 17, 1999




_______________________________________




$175,000,000




10 1/2% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A




10 1/2 % SENIOR SUBORDINATED NOTES DUE 2009, SERIES B




 









 




FOURTH SUPPLEMENTAL INDENTURE, dated as of April 6, 2004 (this “Fourth
Supplement”), by and among ATRIUM COMPANIES, INC., as Issuer (the “Company”),
WING INDUSTRIES, INC., a Texas corporation, R.G. DARBY, INC., an Alabama
corporation, TOTAL TRIM, INC., an Alabama corporation, ATRIUM DOOR AND WINDOW
COMPANY OF ARIZONA, a Delaware corporation, ATRIUM DOOR AND WINDOW COMPANY OF
THE NORTHEAST, a Connecticut corporation, ATRIUM DOOR AND WINDOW COMPANY — WEST
COAST, a Texas corporation, ATRIUM VINYL, INC., a Delaware corporation, THERMAL
INDUSTRIES, INC., a Delaware corporation, ATRIUM DOOR AND WINDOW COMPANY OF THE
NORTHWEST, a Delaware corporation, ATRIUM DOOR AND WINDOW COMPANY OF THE
ROCKIES, a Colorado corporation, ATRIUM EXTRUSION SYSTEMS, a Delaware
corporation, MD CASTING, INC., a Delaware corporation, and ALUMINUM SCREEN
MANUFACTURERS, INC., a Delaware corporation (collectively, the “Existing
Guarantors”), and Superior Engineered Products Corporation, a California
corporation (the “Additional Guarantor” and together with the existing
Guarantors, the “Guarantors”), and U.S. Bank National Association as successor
to STATE STREET BANK AND TRUST COMPANY, as Trustee (the “Trustee”).
Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Indenture, dated as of May 17, 1999, as amended from time to time
(the “Indenture”), by and among the Company, the Existing Guarantors and the
Trustee.




RECITALS:



WHEREAS, the Company and the Guarantors desire to amend the Indenture to add
the Additional Guarantor as a Guarantor of the Company’s obligations under the
Indenture, pursuant to Section 9.01(e) and Section 12.04 thereof.




NOW THEREFORE:




	1.	 	Pursuant to Section 9.01(e) and Section 12.04 of the Indenture, the
parties hereby agree to add, effective as of the date hereof, the
Additional Guarantor as a Guarantor under the Indenture and the Additional
Guarantor agrees to be subject to the provisions of the Indenture as a
Guarantor by virtue of the execution of this Fourth Supplement and hereby
agrees that the defined term “Guarantor” contained in Section 1.01 of the
Indenture shall be deemed amended to include the Additional Guarantor.
Each additional Guarantor shall execute and deliver to the Trustee
contemporaneously herewith, for the equal and ratable benefit of the
Holders of the Notes, a Guarantee in the form attached as Exhibit D to the
Indenture.
	 
	2.	 	Nothing contained herein shall be deemed or construed to relieve any
party to the Indenture of its obligations thereunder as in effect
immediately prior to the effectiveness of this Fourth Supplement or to
impair any of such obligations in any way and, except to the extent the
Indenture is amended hereby, the Indenture shall remain in full force and
effect and each of the parties hereto hereby confirms all the terms and
provisions of the Indenture as amended hereby.
	 
	3.	 	This Fourth Supplement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall together constitute
one and the same instrument.




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	4.	 	This Fourth Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to
applicable principles of conflict of laws thereunder.
	 
	5.	 	The recitals contained in this Fourth Supplement shall be taken as the
statements of the Company and the Guarantors, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Fourth
Supplement.




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IN WITNESS WHEREOF, the parties have caused this Fourth Supplement to the
Indenture to be duly executed and attested as of the date and year first
written above.


	 	 	 	 	 
	 	ATRIUM COMPANIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Jeff L. Hull 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	ATRIUM DOOR AND WINDOW COMPANY-
  WEST COAST

ATRIUM DOOR AND WINDOW COMPANY OF
  ARIZONA

ATRIUM DOOR AND WINDOW COMPANY OF
  THE NORTHEAST

ATRIUM DOOR AND WINDOW COMPANY OF
  THE NORTHWEST

ATRIUM DOOR AND WINDOW COMPANY OF
  THE ROCKIES

R.G. DARBY COMPANY, INC.

WING INDUSTRIES, INC.

TOTAL TRIM, INC.

ATRIUM VINYL, INC.

THERMAL INDUSTRIES, INC.

ATRIUM EXTRUSION SYSTEMS, INC.

MD CASTING, INC.

ALUMINUM SCREEN MANUFACTURERS, INC.

SUPERIOR ENGINEERED PRODUCTS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Jeff L. Hull 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




[SIGNATURE PAGE FOLLOWS]





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	 	US BANK NATIONAL ASSOCIATION, as successor Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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