SECOND
AMENDMENT dated as of October 9, 2009 (this “Amendment”), to the
Credit Agreement dated as of June 9, 2008 and amended and restated as
of July 16, 2009 (as further modified and supplemented prior to the date hereof,
the “Credit
Agreement”), among PLY GEM HOLDINGS, INC., a Delaware corporation (“Holdings”),
PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Specified U.S.
Borrower”), CWD WINDOWS AND DOORS, INC., a Canadian corporation (the
“Canadian
Borrower” and, together with the Specified U.S. Borrower, the “Borrowers”), the
Subsidiaries of the Specified U.S. Borrower from time to time party thereto as
borrowers and guarantors (the “Subsidiary
Guarantors” and, together with Holdings and the Borrowers, the “Reaffirming
Parties”), each lender from time to time party thereto (the “Lenders”), CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the
“Administrative
Agent”), U.S. Swing Line Lender and U.S. L/C Issuer, GENERAL ELECTRIC
CAPITAL CORPORATION, as Collateral Agent (in such capacity, the “Collateral Agent”),
CREDIT SUISSE, TORONTO BRANCH (“CS Toronto”), as
Canadian Swing Line Lender and Canadian L/C Issuer, and the other agents party
thereto.




A.           Pursuant
to the Credit Agreement, the Lenders have extended, and have agreed to extend,
credit to the Borrowers.




B.           The
Borrowers have requested that the Credit Agreement be amended as set forth
herein, in order to, among other things, modify the terms and conditions of the
Credit Agreement to (i) allow the U.S. Borrower to issue an additional $25
million of its Senior Secured Notes and (ii) allow for certain refinancing of
its 2012 Senior Subordinated Notes.




C.           Each
of the Reaffirming Parties is party to one or more of the Guaranties, the
Collateral Documents and the Intercreditor Agreement (collectively, the “Security Documents”),
pursuant to which, among other things, the Reaffirming Parties Guaranteed the
Obligations (or, in the case of the Canadian Loan Parties, the Canadian
Obligations) of the Borrowers under the Credit Agreement and provided security
therefor.




D.           Each
Reaffirming Party is willing to reaffirm its obligations under the Security
Documents.




E.           Capitalized terms
used but not defined in this Amendment shall have the meanings given them in the
Credit Agreement.




Accordingly,
the parties hereto hereby agree as follows:




SECTION
1.  Amendments to Credit
Agreement.  Upon the terms and subject to the conditions set
forth herein, the Borrowers, Holdings, the Administrative Agent, the Collateral
Agent, CS Toronto and the Required Lenders hereby agree that the Credit
Agreement shall be amended as of the Second Amendment Effective Date (as
hereinafter defined) as follows:







(a)  Amendment to Section 1.01
(Definitions and Accounting Terms).  Section 1.01 of the Credit
Agreement is hereby amended by:




(i)  deleting
the definition of “Permitted Subordinated Indebtedness” in its entirety and
replacing it with the following:




““Permitted Subordinated
Indebtedness” means any unsecured Indebtedness of the Specified U.S.
Borrower that (a) is expressly subordinated to the prior payment in full in cash
of the Obligations on terms and conditions no less favorable to the Lenders than
the terms and conditions of the 2012 Senior Subordinated Notes, (b) will
not mature prior to the date that is six months after the Maturity Date, (c) has
no scheduled amortization or payments of principal prior to the Maturity Date
and (d) has covenant, default and remedy provisions no more restrictive, or
mandatory prepayment, repurchase or redemption provisions no more onerous or
expansive in scope than those contained in the 2012 Senior Subordinated Notes
Indenture as in effect on February 12, 2004, taken as a whole; provided any such
Indebtedness shall constitute Permitted Subordinated Indebtedness only if both
before and after giving effect to the issuance or incurrence thereof, no Default
or Event of Default shall have occurred and be continuing.”; and




(ii)  deleting
the definition of “Senior Secured Notes” in its entirety and replacing it with
the following:




““Senior Secured Notes”
means the senior secured notes of the Specified U.S. Borrower in an aggregate
principal amount of up to $725,000,00 issued and sold on or after the Closing
Date pursuant to the Senior Secured Notes Documents, as the same may be modified
or otherwise supplemented from time to time in accordance with the terms hereof,
and any exchange notes issued in exchange therefor, in each case, pursuant to
the Senior Secured Notes Indenture, as the same may be modified or otherwise
supplemented from time to time in accordance with the terms
hereof.”




(b)  Amendment to Section 7.02
(Investments).Section 7.02 of the Credit Agreement is hereby amended by
deleting clause
(e) thereof in its entirety and replacing it with the
following:




“(e) Investments
by Holdings in the Equity Interests of the Specified U.S. Borrower in connection
with a Permitted Equity Issuance;”




(c)  Amendment to Section 7.03
(Indebtedness).Section 7.03 of the Credit Agreement is hereby amended
by:


2




(i)  deleting
clause (a)
thereof in its entirety and replacing it with the following:




“(a)           in
the case of the Specified U.S. Borrower and the U.S. Subsidiary Guarantors, (i)
the 2012 Senior Subordinated Notes and (ii) any Permitted Refinancings thereof
(including any Indebtedness resulting from capitalization or accrual of
interest, payment of interest in kind, or accretion of discount), so long as
immediately before and immediately after giving effect to such Permitted
Refinancing,




(A)           Excess
Availability shall be more than 25% of the lesser of the Total Borrowing Base
and the Aggregate Commitments;




(B)           subject
to the proviso below, the amount of interest payable in cash (and not in kind or
otherwise capitalized or accrued) with respect to the 2012 Senior Subordinated
Notes and such Permitted Refinancing Indebtedness in any twelve-month period
shall not exceed, in the aggregate, taking into account all interest payable in
cash with respect to the 2012 Senior Subordinated Notes (but excluding any
Defaulted Interest (as defined in the 2012 Senior Subordinated Notes Indenture))
and any Permitted Refinancing Indebtedness (but excluding any defaulted interest
at a rate not in excess of 2.0% per annum) permitted under this clause (ii),
$32,400,000; provided that, if at any time (x) the Specified U.S. Borrower shall
be in compliance with clause (A) above,
calculated on an average basis for the thirty (30) days ended on the date of
such payment and on a pro forma basis after giving effect to the making of such
payment, (y) the Consolidated Fixed Charge Coverage Ratio as of the end of the
most recently completed Measurement Period of Holdings for which financial
statements have been delivered pursuant to Section 6.01,
calculated on a pro forma basis after giving effect to the making of such
payment,  shall be equal to or greater than 1.10:1.0, and (z) no
Default shall have occurred and be continuing or would result therefrom, this
clause (B)
shall not limit the payment of interest in cash with respect to any Permitted
Refinancing Indebtedness to the extent that such interest would otherwise be
payable in kind or otherwise capitalized or accrued and added to the principal
balance thereof; and




(C)           such
Permitted Refinancing Indebtedness otherwise qualifies as “Permitted
Subordinated Indebtedness” hereunder;”




and




(ii)  deleting
clause (b)
thereof in its entirety and replacing it with the following:


3




“(b)           in
the case of the Specified U.S. Borrower and the U.S. Subsidiary Guarantors, the
Senior Secured Notes in an aggregate principal amount not to exceed $725,000,000
and any Permitted Refinancings thereof;”.




(d)  Amendment to Section 7.14
(Prepayments, Etc. of Indebtedness).Section 7.14 of the
Credit Agreement is hereby amended by deleting such Section 7.14 in its entirety
and replacing it with the following:




“Section
7.14. Prepayments, Etc. of
Indebtedness.  (i) Prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner any of
the Senior Secured Notes, the 2012 Senior Subordinated Notes, Permitted Seller
Notes and any Permitted Subordinated Indebtedness (collectively, “Junior Financing”) or
make any payment in violation of any subordination terms of any Junior Financing
Documentation, except so long as no Default shall have occurred and is
continuing or would result therefrom (i) the prepayment, redemption, purchase or
defeasance of any such Junior Financing with the net cash proceeds of, or the
exchange of such Junior Financing into, any Permitted Subordinated Indebtedness
or Permitted Equity Issuance to the extent that such proceeds were received
within 180 days prior to the date of such prepayment, redemption, purchase or
defeasance and held in a segregated account pending application pursuant to this
Section 7.14, (ii) the conversion of any Junior Financing to Equity Interests
(other than Disqualified Equity Interests) and (iii) the prepayment, redemption,
purchase or defeasance of any such Junior Financing, so long as immediately
before and immediately after giving effect thereto (A) no Default shall have
occurred and be continuing or would result therefrom, (B) Excess Availability
shall be at least 25% of the lesser of the Total Borrowing Base and the
Aggregate Commitments and (C) the Specified U.S. Borrower would be in pro forma
compliance with the covenant set forth in Section 7.11 (whether or not such
covenant is otherwise applicable at such time), provided that in each case such
payment is also permitted under the Senior Secured Notes Indenture or (b) amend,
modify or change in any manner materially adverse to the interests of the
Administrative Agent or the Lenders any term or condition of any Junior
Financing Documentation.”




SECTION
2.  Reaffirmation.  Each
Reaffirming Party, by its signature below, hereby (a) agrees that,
notwithstanding the effectiveness of this Amendment or the Credit Agreement, the
Security Documents continue to be in full force and effect, (b) affirms and
confirms its Guarantee of the Obligations (or, in the case of the Canadian Loan
Parties, the Canadian Obligations) and the pledge of and/or grant of a security
interest in its assets as Collateral to secure such Obligations, all as provided
in the Security Documents as originally executed, and acknowledges and agrees
that such Guarantee, pledge and/or grant continue in full force and effect in
respect of, and to secure, such Obligations under the Credit Agreement and the
other Loan Documents and (c) affirms and confirms that all the representations
and warranties made by or relating to it contained in the Credit Agreement and
the other Loan Documents are true and correct in all material respects (or in
all respects in the case of any representations and warranties




4
 qualified
by materiality) on and as of the Second Amendment Effective Date, except to the
extent such representations and warranties expressly relate to an earlier date,
in which case they were true and correct in all material respects (or in all
respects in the case of any representations and warranties qualified by
materiality) as of such earlier date.






SECTION
3.  Representations and
Warranties. To induce the other parties hereto to enter into this
Amendment, each of Holdings and each Borrower represents and warrants to each of
the other parties hereto, that, at the time of and immediately after giving
effect to this Amendment:




(a)  The
representations and warranties contained in Article V of the
Credit Agreement and in each other Loan Document are true and correct in all
material respects (or in all respects in the case of any representations and
warranties qualified by materiality) on and as of the Second Amendment Effective
Date, except to the extent such representations and warranties expressly relate
to an earlier date, in which case they were true and correct in all material
respects (or in all respects in the case of any representations and warranties
qualified by materiality) as of such earlier date; and




(b)  No Event
of Default or Default has occurred and is continuing.




SECTION
4.  Applicable Law. THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.




SECTION
5.  No Novation. Neither this
Amendment nor the effectiveness of the Credit Agreement shall extinguish the
Obligations for the payment of money outstanding under the Credit Agreement or
discharge or release the Lien or priority of any Loan Document or any other
security therefor or any guarantee thereof, and the liens and security interests
in favor of the Collateral Agent for the benefit of the Secured Parties securing
payment of the Obligations are in all respects continuing and in full force and
effect with respect to all Obligations.  Nothing herein contained
shall be construed as a substitution or novation, or a payment and reborrowing,
or a termination, of the Obligations outstanding under the Credit Agreement or
instruments guaranteeing or securing the same, which shall remain in full force
and effect, except as modified hereby or by instruments executed concurrently
herewith.  Nothing expressed or implied in this Amendment, the Credit
Agreement or any other document contemplated hereby or thereby shall be
construed as a release or other discharge of the Borrowers under the Credit
Agreement or the Borrowers or any other Loan Party under any Loan Document from
any of its obligations and liabilities thereunder, and such obligations are in
all respects continuing with only the terms being modified as provided in this
Amendment and in the Credit Agreement.  The Credit Agreement and each
of the other Loan Documents shall remain in full force and effect, until and
except as modified hereby.  This Amendment shall constitute a Loan
Document for all purposes of the Credit Agreement.




SECTION 6.  Notices.  All
notices hereunder shall be given in accordance with the provisions of Section 10.02 of
the Credit Agreement.




5




SECTION
7.  Counterparts.  This
Amendment may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become
effective as provided in Section 9
hereof.  Delivery of an executed signature page to this Amendment by
facsimile transmission shall be effective as delivery of a manually signed
counterpart of this Amendment.




SECTION
8.  Headings.  Section
headings used herein are for convenience of reference only, are not part of this
Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.




SECTION
9.  Effectiveness;
Amendment.  This Amendment and the Credit Agreement shall
become effective as of the date (the “Second Amendment Effective
Date”) on which (i) the Administrative Agent (or its counsel) shall have
received counterparts of this Amendment that, when taken together, bear the
signatures of (a) the Borrowers, (b) Holdings, (c) the Subsidiary Guarantors
listed on Schedule I
attached hereto, (d) the Administrative Agent, (e), the Collateral Agent, (f) CS
Toronto and (g) the Required Lenders, (ii) each of the conditions set forth in
Sections 4.02(a)
and (b) of the
Credit Agreement shall be satisfied and the Administrative Agent shall have
received a certificate to that effect, dated as of the Second Amendment
Effective Date and signed by a Responsible Officer of the Specified U.S.
Borrower, (iii) the Administrative Agent shall have received such customary
closing certificates and documentation as shall be reasonably requested by the
Administrative Agent, in each case consistent with those delivered on the
Closing Date under Section 4.01 of
the Credit Agreement and (iv) all fees and expenses due and payable to the
Administrative Agent or any Lender on or prior to the Second Amendment Effective
Date, including reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrowers hereunder or under any other Loan
Document, in each case to the extent invoiced no later than 11:00 a.m. on the
Second Amendment Effective Date, shall have been paid.




SECTION
10.  Reference to and Effect on Credit
Agreement and other Loan Documents.  From and after the Second
Amendment Effective Date, each reference in the Credit Agreement to the terms
“Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and
words of similar import and each reference in the other Loan Documents to “the
Credit Agreement”, “thereunder,” “thereof” or words of like similar import
referring to the Credit Agreement, shall, unless the context otherwise requires,
mean the Credit Agreement, as amended by this Amendment.




[Remainder
of this page intentionally left blank]




6


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




PLY GEM
HOLDINGS, INC.,


as
Holdings




By:
                
                /s/Shawn
      K. PoeName:
                
                Shawn
      K. PoeTitle:
                
                Chief
      Financial Officer
 
   PLY GEM
INDUSTRIES, INC.,
 as the
Specified U.S. Borrower
  By:
                
                /s/Shawn
      K. PoeName:
                
                Shawn
      K. PoeTitle:
                
                Chief
      Financial Officer
   CWD
WINDOWS AND DOORS, INC.,
 as the
Canadian Borrower
  By:
                
                /s/Shawn
      K. PoeName:
                
                Shawn
      K. PoeTitle:
                
                Secretary
   EACH OF
THE SUBSIDIARIES LISTED ON SCHEDULE I-A HERETO,
each as a Guarantor
  By:
                
                /s/Shawn
      K. PoeName:
                
                Shawn
      K. PoeTitle:
                
                Secretary
      of each of the above-referenced
entities


Signature
Page to Second Amendment




NEW
GLAZING INDUSTRIES, LTD.,
 as a
Guarantor
  By:  Glazing
Industries Management, L.L.C., its General Partner
  By:
                
                /s/Shawn
      K. PoeName:
                
                Shawn
      K. PoeTitle:
                
                Secretary
      of the General
Partner


NEW
ALENCO EXTRUSION, LTD.,
 as a
Guarantor
  By:  Alenco
Extrusion Management, L.L.C., its General Partner
  By:
                
                /s/Shawn
      K. PoeName:
                
                Shawn
      K. PoeTitle:
                
                Secretary
      of the General Partner
     Signature
Page to Second Amendment
 
  NEW
ALENCO WINDOW, LTD.,
 as a
Guarantor
  By:  Alenco
Building Products Management, L.L.C., its General Partner
  By:
                
                /s/Shawn
      K. PoeName:
                
                Shawn
      K. PoeTitle:
                
                Secretary
      of the General Partner
   
 CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, individually and
 as
Administrative Agent, U.S. Swing Line Lender and U.S. L/C Issuer
  By:
                
                /s/Robert
      HetuName:
                
                Robert
      HetuTitle:
                
                Managing
      Director
   By:
                
                /s/Christopher
      Reo DayName:
                
                Christopher
      Reo DayTitle:
                
                Associate
 
    
 GENERAL
ELECTRIC CAPITAL CORPORATION, individually and as Collateral Agent
   By:
                
                /s/William
      J. KaneName:
                
                William
      J. KaneTitle:
                
                Duly
      Authorized Signatory








Signature
Page to Second Amendment







CREDIT
SUISSE, TORONTO BRANCH, as Canadian Swing Line Lender, Canadian L/C Issuer and
Canadian Revolving Credit Lender
  By:
                
                /s/Alain
      DaoustName:
                
                Alain
      DaoustTitle:
                
                Director
  By:
              
              /s/Bruce
      F. WetherlyName:
              
              Bruce
      F. WetherlyTitle:
              
              Director,
      Credit Suisse,
                Toronto
      Branch


SIGNATURE
      PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE
                DATE
      FIRST ABOVE WRITTEN TO THE PLY GEM CREDIT
  AGREEMENT
 
 Name of Lender:
              
              Bank
      Midwest, N.A.By:
              
              /s/David
      L. RamboName:
              
              David L.
  RamboTitle:
              
              SeniorVice President
                Commercial
  Lending
    Name of Lender:
              
              UBS
      Loan Finance LLCBy:
              
              /s/Marie
      HaddadName:
              
              Marie HaddadTitle:
              
              Associate
  Director
   Name of Lender:
                
                UBS
      Loan Finance LLCBy:
                
                /s/Irja
      R. OtsaName:
                
                Irja R. OtsaTitle:
                
                Associate
  Director


Signature
Page to Second Amendment
 
 Schedule
I


Subsidiary
Guarantors




Schedule
I-A




Great
Lakes Window, Inc.




Kroy
Building Products, Inc.




Napco,
Inc.




Variform,
Inc.




MWM
Holding, Inc.




MW
Manufacturers Inc.




AWC
Holding Company




Alenco
Holding Corporation




AWC
Arizona, Inc.




Alenco
Interests, L.L.C.




Alenco
Extrusion Management, L.L.C.




Alenco
Building Products Management, L.L.C.




Alenco
Trans, Inc.




Glazing
Industries Management, L.L.C.




Alenco
Extrusion GA, L.L.C.




Aluminum
Scrap Recycle, L.L.C.




Alenco
Window GA, L.L.C.




Alcoa
Home Exteriors, Inc.




Ply Gem
Pacific Windows Corporation




Signature
Page to Second Amendment
 
 Schedule
I


Schedule
I-B




New
Alenco Extrusion, Ltd.




New
Alenco Window, Ltd.




New
Glazing Industries, Ltd.