<PAGE>
                                                                   EXHIBIT 10.31

                        AMENDMENT NO. 1 AND WAIVER NO. 1


                  AMENDMENT NO. 1 AND WAIVER NO. 1 (this "AMENDMENT AND
WAIVER"), dated as of May 15, 2001 to that certain Credit Agreement, dated as of
October 2, 1998 and amended and restated as of October 25, 2000 (the "CREDIT
AGREEMENT"; capitalized terms used herein and not defined shall have the meaning
set forth in the Credit Agreement), among ATRIUM COMPANIES, INC., a Delaware
corporation ("BORROWER"), the Guarantors party thereto, each of the lenders that
is a signatory thereto identified under the caption "LENDERS" on the signature
pages thereto, or that, pursuant to Section 12.06 (b), shall become a "Lender"
thereunder (individually, a "LENDER" and collectively, the "LENDERS"), MERRILL
LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as lead arranger
and syndication agent (collectively in such capacities, the "LEAD ARRANGER");
BANK ONE, TEXAS, N.A., as documentation agent (in such capacity, the
"DOCUMENTATION AGENT"); and FLEET NATIONAL BANK, as administrative agent (in
such capacity, the "ADMINISTRATIVE AGENT").

                                   WITNESSETH:


                  WHEREAS, pursuant to Section 12.04 of the Credit Agreement,
Borrower, each of the Guarantors and each of the undersigned Lenders hereby
agree, subject to the conditions set forth herein, to amend and waive certain
provisions of the Credit Agreement as set forth herein;

                  NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                  SECTION ONE -- AMENDMENTS.

                  (A) AMENDMENTS TO ANNEXES. The Annexes of the Credit Agreement
shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) Addition of an Annex. Adding "Annex C - Terms of Permitted
         Receivables Transaction" to the list of Annexes in the Table of
         Contents and adding an Annex C as set forth in Exhibit 1 to this
         Amendment and Waiver.

                  (B) AMENDMENTS TO SECTION 1.01. Section 1.01 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:


<PAGE>
                                      -2-

                  (i) Addition of New Defined Terms. Adding in the appropriate
         alphabetical order, the following definitions:

                  `"Account" shall mean any account (as that term is defined in
                  Section 9-106 of the UCC) of any Company arising from the sale
                  or lease of goods or rendering of services."

                  `"First Amendment Date" shall mean May 15, 2001, the date of
                  effectiveness of this Amendment and Waiver."

                  `"Permitted Securitization Fees" shall mean any fees or
                  expenses (other than interest or fees in the nature of
                  interest or discount) paid in connection with any Permitted
                  Receivables Transaction, including without limitation
                  placement fees, attorney's fees, accountant's fees, rating
                  agency fees and other out-of-pocket costs."

                  `"Permitted Receivables Transaction" shall mean any
                  transaction providing for the sale or financing of Accounts
                  (other than between Qualified Companies); provided, however,
                  that (a) any such transaction shall be consummated on material
                  terms substantially as described on Annex C, and such other
                  terms and provisions that in Borrower's good faith judgment
                  are usual and customary for transactions of this type
                  (including without limitation representations, warranties,
                  covenants, indemnities and defaults), or as the Majority
                  Lenders may otherwise consent, such consent not to be
                  unreasonably withheld, and (b) the advance rate thereunder
                  shall not be less than 50% of face value of the Accounts
                  subject thereto and the aggregate purchase commitments
                  thereunder by the parties other than any Company shall not
                  exceed $50,000,000."

                  `"Qualified Company" shall mean Borrower and each Qualified
                  Subsidiary."

                  `"Receivables Co." shall mean any special purpose Wholly Owned
                  Subsidiary of Borrower organized after the First Amendment
                  Date (or such other Person reasonably agreed to by Lead
                  Arranger) that purchases or otherwise acquires Accounts
                  generated by any Company in connection with a Permitted
                  Receivables Transaction."

                  `"Securitization Event" shall mean any date on which Borrower
                  enters into a Permitted Receivables Transaction."


<PAGE>
                                      -3-


                  (ii) Amending the Definition of "Consolidated EBITDA".
         Deleting the entire text of clause (iii) of the definition of
         "Consolidated EBITDA" and replacing it in its entirety with the
         following:

                  "(iii) the sum of (A) all interest expense to the extent
                  deducted in determining Adjusted Net Income for such period,
                  plus (B) in the event of the consummation of a Permitted
                  Receivables Transaction, an amount equal to the interest (or
                  other fees in the nature of interest or discount accrued and
                  paid or payable in cash) for such period on such Permitted
                  Receivables Transaction, plus (C) other than for purposes of
                  the definition of Excess Cash Flow, Permitted Securitization
                  Fees paid or payable in cash for such period to the extent
                  deducted in determining Adjusted Net Income for such period
                  (without duplication of any such amounts added back pursuant
                  to any other clause of this definition),"

                  (iii) Amending the Definition of "Consolidated Interest
         Expense". Adding immediately preceding the final period of the
         definition of "Consolidated Interest Expense" the following:

                  ", plus (C) in the event of the consummation of a Permitted
                  Receivables Transaction, an amount equal to the interest (or
                  other fees in the nature of interest or discount accrued and
                  paid or payable in cash) for such period on such Permitted
                  Receivables Transaction".

                  (iv) Amending the Definition of "Debt Issuance". Adding to the
         end of the parenthetical of the definition of "Debt Issuance" the
         following:

                  "except with respect to clause (n) (i) thereof".

                  (v) Amending the Definition of "Excess Cash Flow". (a)
         Amending the parenthetical in (B)(i) by adding the following
         immediately after the word "fees":

                  "and, for each Permitted Receivables Transaction, other fees
                  in the nature of interest or discount accrued or payable in
                  cash".

         (b) Deleting immediately preceding clause (B) (vii) of the definition
         "Excess Cash Flow" the word "and" and adding immediately preceding the
         final period the following:

                  "(viii) any earnings included in Consolidated EBITDA for such
                  period of a Receivables Co. to the extent the terms of any
                  Permitted Receivables Transaction prohibit the distribution
                  thereof to any Obligor, and (ix) any cash payments in respect
                  of Permitted Securitization Fees during such


<PAGE>
                                      -4-

                  period except to the extent deducted from Consolidated EBITDA
                  in clause (A)(i) of this definition".

                  (vi) Amending the Definition of "Excluded Dispositions".
         Deleting the contents of the parenthetical in clause (iii) of the
         definition of "Excluded Dispositions" and replacing it with the
         following: "other than clauses (g), (h), (p), (r), (s) and (t)
         thereof".

                  (vii) Amending the Definition of "Net Available Proceeds".
         Deleting the entire text of clause (i) of the definition of "Net
         Available Proceeds" and replacing it in its entirety with the
         following:

                  "(i) in the case of any Disposition Event, the amount of Net
                  Cash Payments received by any Company in connection with such
                  Disposition Event less deductions for amounts applied to (w)
                  Indebtedness (other than Indebtedness hereunder) secured by
                  Liens permitted hereunder on the assets sold, (x) taxes, (y)
                  costs of sale and (z) in the case of any Permitted Receivables
                  Transaction, any escrowed or pledged cash proceeds so long as
                  they effectively secure, or so long as they are required to be
                  maintained as reserves by the applicable Receivables Co. for,
                  the obligations of any Company under such Permitted
                  Receivables Transaction."

                  Adding immediately prior to the final period of clause (iii)
         of the definition of "Net Available Proceeds" the following:

                  ", and net of, in the case of any Permitted Receivables
                  Transaction, any escrowed or pledged cash proceeds so long as
                  they effectively secure, or so long as they are required to be
                  maintained as reserves by the applicable Receivables Co. for,
                  the obligations of any Company under such Permitted
                  Receivables Transaction".

                  (viii) Amending the Definition of "Senior Leverage Ratio".
         Deleting the entire text of the definition of "Senior Leverage Ratio"
         and replacing it with the following:

                  `"Senior Leverage Ratio" shall mean, for any Test Date, the
                  ratio of (x) the sum of Senior Debt at such Test Date,
                  excluding any debt incurred by any Company in connection with
                  a financing pursuant to any Permitted Receivables Transaction
                  which is outstanding at such Test Date to (y) Consolidated
                  EBITDA for the Measurement Period ended on or immediately
                  prior to such Test Date."


<PAGE>
                                      -5-


                  (ix) Amending the Definition of "Total Leverage Ratio".
         Deleting the entire text of the definition of "Total Leverage Ratio"
         and replacing it with the following:

                  `"Total Leverage Ratio" shall mean, for any Test Date, the
                  ratio of (x) the sum of Total Debt at such Test Date,
                  excluding any debt incurred by any Company in connection with
                  a financing pursuant to any Permitted Receivables Transaction
                  which is outstanding at such Test Date to (y) Consolidated
                  EBITDA for the Measurement Period ended on or immediately
                  prior to such Test Date."

                  (C) AMENDMENTS TO SECTION 2.10. Section 2.10 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) deleting the text of clause (x) of the proviso of the
         first sentence of Section 2.10(a)(iv) up to the (1) therein, and
         replacing it with the following;

                  (ii) "the Net Available Proceeds from any Disposition Event
         permitted by Section 9.06(g), (h), (p) and (t) shall not be required to
         be applied as provided herein on such date if and to the extent that"

                  (D) AMENDMENT TO SECTION 9.05. Section 9.05 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by adding the
following sentence at the end of such Section:

                   "Notwithstanding the foregoing, the Companies may enter into
                  and consummate all transactions and contracts entered into or
                  consummated in connection with a Permitted Receivables
                  Transaction."

                  (E) AMENDMENTS TO SECTION 9.06. Section 9.06 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) deleting immediately proceeding the final semi-colon in
         Section 9.06(p), the word "and";

                  (ii) deleting the period at the end of Section 9.06(q) and
         replacing it with a semi-colon; and

                  (iii) adding immediately after Section 9.06(q) a new Section
         9.06(r), 9.06(s) and 9.06(t):


<PAGE>
                                      -6-


                  "(r) the sale, transfer or discount of Accounts and related
                  assets pursuant to any Permitted Receivables Transaction;
                  provided, however, that (1) the Net Available Proceeds
                  therefrom shall be applied (without duplication of amounts
                  applied pursuant to Section 9.08 (n)) as specified in Section
                  2.10(a)(iv) and (2) no Default or Event of Default shall then
                  exist or would arise therefrom;

                  (s) the sale of all or substantially all of the assets of, or
                  all of the Equity Interests in, Door Holdings, Inc. and its
                  Subsidiaries; provided, however, that (1) such sale shall only
                  be effected for consideration of not less than 90% cash or
                  cash equivalents, (2) the Net Available Proceeds therefrom
                  shall be applied as specified in Section 2.10(a)(iv), (3) no
                  Default or Event of Default shall then exist or would arise
                  therefrom and (4) the total consideration received in respect
                  thereof shall be not less than $30,000,000; and

                  (t) the sale-leaseback of the Murrysville Pennsylvania Site;
                  provided, however, that (1) such sale shall only be effected
                  for cash or cash equivalents for at least $2,750,000, (2) such
                  sale must be consummated no later than December 31, 2001, (3)
                  the Net Available Proceeds therefrom shall be applied as
                  specified in Section 2.10(a)(iv) and (4) no Default or Event
                  of Default shall then exist or would arise therefrom."

                  (F) AMENDMENTS TO SECTION 9.07. Section 9.07 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) deleting immediately proceeding the semi-colon in Section
         9.07(r), the word "and";

                  (ii) deleting the period at the end of Section 9.07(s) and
         replacing it with "; and";

                  (iii) adding immediately after Section 9.07(s) a new Section
         9.07(t):

                  "(t) Liens on Accounts or related assets of any Receivables
                  Co. created in connection with a Permitted Receivables
                  Transaction.";

                  (iv) deleting the entire text of the last paragraph of Section
                  9.07, beginning with the words "Except with respect to" and
                  replacing it in its entirety with the following:


<PAGE>
                                      -7-


                  "Except with respect to (i) specific Property encumbered
                  pursuant to a Lien permitted to be incurred pursuant to this
                  Section 9.07 or (ii) specific Property to be sold pursuant to
                  an executed agreement with respect to a Disposition
                  consummated in accordance with this Agreement, no Company will
                  directly or indirectly enter into any agreement on or after
                  the Original Closing Date prohibiting or restricting in any
                  manner (directly or indirectly and including by way of
                  covenant, representation or warranty or event of default) the
                  creation or assumption of any Lien upon its Property, whether
                  now owned or hereafter acquired, except pursuant to the Credit
                  Documents, the Mezzanine Securities Documents and the Senior
                  Subordinated Notes Indenture and any Permitted Refinancing of
                  any thereof (so long as such Permitted Refinancing is not more
                  restrictive in such regard than the Indebtedness being
                  refinanced) so long as not directly or indirectly restricting
                  the granting of any Lien securing the Obligations, and any
                  agreements in connection with any Permitted Receivables
                  Transaction permitted hereby (in which case, any prohibition
                  or limitation shall only be effective against the Accounts and
                  related cash which are the subject thereof)."

                  (G) AMENDMENTS TO SECTION 9.08. Section 9.08 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) deleting immediately proceeding the semi-colon in Section
         9.08(l), the word "and";

                  (ii) deleting the period at the end of Section 9.08(m) and
         replacing it with a semi-colon; and

                  (iii) adding immediately after Section 9.08(m) a new Section
         9.08(n) and 9.08(o):

                  "(n) Indebtedness and Contingent Obligations of any
                  Receivables Co. incurred in connection with a Permitted
                  Receivables Transaction consisting of (i) Indebtedness in an
                  aggregate amount at any time not to exceed $50.0 million and
                  (ii) Indebtedness of any Company to any Receivables Co. in
                  connection with any Permitted Receivables Transaction;
                  provided, however, that in the case of clause (i) of this
                  Section 9.08(n), the Net Available Proceeds therefrom shall be
                  applied as specified in Section 2.10(a)(iii) (without
                  duplication of amounts applied pursuant to Section 9.06(r));
                  and


<PAGE>
                                      -8-


                  (o) Guaranty Obligations of any Company in respect of recourse
                  events in connection with any Permitted Receivables
                  Transaction."

                  (H) AMENDMENTS TO SECTION 9.09. Section 9.09 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (a)(i) deleting immediately proceeding the semi-colon in
         Section 9.09(u), the word "and";

                  (ii) deleting the period at the end of Section 9.09(v) and
         replacing it with a semi-colon; and

                  (iii) adding immediately after Section 9.09(v) new Sections
         9.09(w) and (x) as follows:

                  "(w) any Investment which, in the good faith judgment of such
                  Company, is reasonably necessary in connection with, and
                  pursuant to, any Permitted Receivables Transaction; and

                  (x) any securities received in connection with any transaction
                  permitted in Section 9.06(s)."

                  (b) the last paragraph of Section 9.09 shall be amended by
deleting the word "and" before (II) and adding the following at the end of the
paragraph immediately before the period:

                  "and (III) the creation of any Receivables Co. in connection
                  with a Permitted Receivables Transaction."

                  (I) AMENDMENTS TO SECTION 9.10. Section 9.10 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) deleting immediately proceeding the final semi-colon in
         Section 9.10(d), the word "and";

                  (ii) deleting the period at the end of Section 9.10(e) and
         replacing it with a semi-colon and adding the word, "and"; and

                  (iii) adding immediately after Section 9.10(e) a new Section
         9.10(f)


<PAGE>
                                      -9-


                  "(f) so long as no Default or Event of Default shall then
                  exist or would arise therefrom, Holdings may exchange Equity
                  Interests of any person other than a Company received pursuant
                  to the Disposition under Section 9.06(s) for any Equity
                  Interests issued by Holdings and owned by former managers of
                  Door Holdings, Inc. and/or its Subsidiaries. For the avoidance
                  of doubt, any transaction pursuant to this Section 9.10(f)
                  shall not count against transactions under Section
                  9.10(b)(ii)."

                   (J) AMENDMENTS TO SECTION 9.11. Section 9.11 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) deleting the entire Section 9.11(a) thereof and replacing
         it in its entirety with the following:

                  "(a) Maximum Total Leverage Ratio.

                           (i) Prior to a Securitization Event (without implying
                           any obligation that such event occur), the Total
                           Leverage Ratio shall not, as of any Test Date during
                           any period set forth in the table below, exceed the
                           ratio set forth opposite such period in the table
                           below:


<Table>
<Caption>
        PERIOD                                         RATIO
        --------------------------------         -----------------
<S>                                              <C>
        First Amendment Date - 9/30/01           5.75 x

        10/1/01 - 9/30/02                        5.25 x

        10/1/02 - 9/30/03                        4.75 x

        10/1/03 and thereafter                   4.25 x
</Table>


         (ii)     After a Securitization Event occurs (if at all), the Total
                  Leverage Ratio shall not, as of any Test Date during any
                  period set forth in the table below, exceed the ratio set
                  forth opposite such period in the table below:


<PAGE>
                                      -10-

<Table>
<Caption>
        PERIOD                                         RATIO
        --------------------------------         -----------------
<S>                                              <C>
        First Amendment Date - 9/30/01           5.50 x

        10/1/01 - 9/30/02                        5.00 x

        10/1/02 - 9/30/03                        4.50 x

        10/1/03 and thereafter                   4.00 x
</Table>


                  (ii) deleting the entire Section 9.11(b) thereof and replacing
         it in its entirety with the following:

                  "(b)     Maximum Senior Leverage Ratio.

                           (i) Prior to a Securitization Event (without implying
                           any obligation that such event occur), the Senior
                           Leverage Ratio shall not, as of any Test Date during
                           any period set forth in the table below, exceed the
                           ratio set forth opposite such period in the table
                           below:


<Table>
<Caption>
        PERIOD                                         RATIO
        --------------------------------         -----------------
<S>                                              <C>
        First Amendment Date - 9/30/01           3.25 x

        10/1/01 - 9/30/02                        3.00 x

        10/1/02 - 9/30/03                        2.75 x

        10/1/03 and thereafter                   2.50 x
</Table>


                           (ii) After a Securitization Event occurs (if at all),
                           the Senior Leverage Ratio shall not, as of any Test
                           Date during any period set forth in the table below,
                           exceed the ratio set forth opposite such period in
                           the table below:

<Table>
<Caption>
        PERIOD                                         RATIO
        --------------------------------         -----------------
<S>                                              <C>
        First Amendment Date - 9/30/01           3.00 x

        10/1/01 - 9/30/02                        2.75 x

        10/1/02 - 9/30/03                        2.50 x

        10/1/03 and thereafter                   2.25 x
</Table>


<PAGE>
                                      -11-


                  (iii) deleting the entire Section 9.11(d) thereof and
         replacing it in its entirety with the following:

                   "(d)    Minimum Fixed Charge Coverage Ratio.

                           The Fixed Charge Coverage Ratio shall not, as of any
                           Test Date during any period set forth in the table
                           below, be less than the ratio set forth opposite such
                           period in the table below:

<Table>
<Caption>
        PERIOD                                         RATIO
        --------------------------------         -----------------
<S>                                              <C>
        First Amendment Date - 9/30/01           1.05 x

        10/1/01 - 9/30/02                        1.10 x

        10/1/02 - 9/30/03                        1.20 x

        10/1/03 and thereafter                   1.30 x
</Table>


                  (K) AMENDMENT TO SECTION 9.12. Section 9.12 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by adding the
following sentence at the end of the first paragraph of Section 9.12(a):

                  "Notwithstanding the foregoing, the provisions of this
                  paragraph shall not apply to any Receivables Co. or any Equity
                  Interest therein, so long as any Permitted Receivables
                  Transaction with respect thereto is in effect."

                  (L) AMENDMENTS TO SECTION 9.15. Section 9.15 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) deleting immediately proceeding the semi-colon in Section
         9.15(h), the word "or";

                  (ii) deleting the period at the end of Section 9.15(i) and
         replacing it with "; or"; and

                  (iii) adding immediately after Section 9.15(i) a new Section
         9.15(j):

                  "(j) any Permitted Receivables Transaction."


<PAGE>
                                      -12-


                  (M) AMENDMENTS TO SECTION 9.19. Section 9.19 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) deleting the "and" in clause (i) of the second sentence of
         Section 9.19 immediately before "(E) ", replacing it with a "," and

                  (ii) adding immediately after Section 9.19(i)(E) a new Section
         9.19(i)(F) as follows:

                  "and (F) any agreement entered into by any Receivables Co., in
                  connection with any Permitted Receivables Transaction."

                  (N) AMENDMENT TO SECTION 9.20. Section 9.20 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by adding the
following sentence at the end of such Section:

                  "Notwithstanding the foregoing, the provisions of this Section
                  9.20 shall not apply to any Receivables Co., so long as any
                  Permitted Receivables Transaction with respect thereto is in
                  effect."

                  (O) AMENDMENTS TO SECTION 10. Section 10 of the Credit
Agreement shall be amended, effective as of the date hereof and subject to the
satisfaction of the conditions set forth in Section Three hereof, by:

                  (i) adding immediately proceeding the semi-colon in Section
         10(o) the word "or"; and

                  (ii) adding immediately after Section 10(o) a new Section
         10(p):

                  "(p) Any event or circumstance shall occur which permits or
                  requires the persons purchasing, or financing the purchase of,
                  Accounts under a Permitted Receivables Transaction (the
                  Indebtedness or obligations under which aggregates to
                  $3,500,000 or more) to stop so purchasing or financing such
                  Accounts, other than by reason of the occurrence of the stated
                  expiry date of such Permitted Receivables Transaction, the
                  operation of "clean down" provisions thereof or the voluntary
                  termination thereof by any Company; provided that (A) any
                  notices or cure periods that are conditions to the rights of
                  such Persons to stop purchasing, or financing the purchase of,
                  such Accounts have been given or have expired, as the case may
                  be and (B) such event or circumstance is not cured or waived
                  or otherwise ceases to exist (other than by termination of the
                  relevant Permitted


<PAGE>
                                      -13-


                  Receivables Transaction) by the 45th day after the later of
                  the occurrence of such event or circumstance or the date of
                  the giving of such notice and the end of such cure period;"

                  SECTION TWO -- WAIVERS.

                  (A) WAIVER OF APPLICATION OF SECTION 2.10(a)(ii). Subject to
the prior satisfaction of the conditions set forth in Section Three hereof, the
Agents and the Lenders waive the application of Section 2.10(a)(ii) to up to
$10,000,000 of Net Available Proceeds received from the Investors or their
Affiliates on or prior to May 16, 2001; provided, however, that no Default or
Event of Default shall then exist or would arise therefrom. For avoidance of
doubt such $10,000,000 waiver shall not in any way limit clause (vi) of the
second sentence of the definition of Equity Issuance.

                  (B) WAIVER OF APPLICATION OF SECTION 2.10(a)(iii). Subject to
the prior satisfaction of the conditions set forth in Section Three hereof, the
Agents and the Lenders waive the application of Section 2.10(a)(iii) with
respect to one-third of the total Net Available Proceeds from any Debt Issuance
specified in Section 9.08(n) and 100% of such Net Available Proceeds to the
extent they are in the aggregate in excess of $20,000,000; provided, however,
that in all cases no Default or Event of Default shall then exist or would arise
therefrom. No amount applied under Section 2.10(a)(iii) with respect to a
Permitted Receivables Transaction need be applied pursuant to Section
2.10(a)(iv).

                  (C) WAIVER OF APPLICATION OF SECTION 2.10(a)(iv). Subject to
the prior satisfaction of the conditions set forth in Section Three hereof , the
Agents and the Lenders waive the application of Section 2.10(a)(iv) with respect
to one-third of the total Net Available Proceeds from the Dispositions specified
in Section 9.06 (r) and (s) and in the case of Section 9.06(r) with respect to
100% of such Net Available Proceeds to the extent they are in the aggregate in
excess of $20,000,000; provided, however, that in all cases no Default or Event
of Default shall then exist or would arise therefrom. No amount applied under
Section 2.10(a)(iv) with respect to a Permitted Receivables Transaction need be
applied pursuant to Section 2.10(a)(iii).

                  SECTION THREE -- CONDITIONS TO EFFECTIVENESS. This Amendment
and Waiver shall become effective as of the date first above written when, and
only when, the Administrative Agent shall have received counterparts of this
Amendment and Waiver executed by each Obligor and the Majority Lenders or, as to
any of the Lenders, advice satisfactory to the Administrative Agent that such
Lender has executed this Amendment and Waiver. In addition, the effectiveness of
this Amendment and Waiver (other than Sections Six, Seven and Eight hereof) is
conditioned upon (A) the accuracy of the representations and warranties set
forth in Section Four hereof and (B) receipt by Cahill Gordon & Reindel by wire
transfer of immediately available funds of its reasonable legal fees and
disbursements relating to

<PAGE>
                                      -14-


this Amendment and Waiver to the extent properly invoiced to Borrower on or
prior to the date of this Amendment and Waiver.

                  SECTION FOUR -- REPRESENTATIONS AND WARRANTIES; COVENANTS.

                  (A) REPRESENTATIONS AND WARRANTIES. In order to induce the
Lenders and the Agents to enter into this Amendment and Waiver, each Obligor
represents and warrants to each of the Lenders and the Agents that after giving
effect to this Amendment and Waiver, (x) no Default or Event of Default has
occurred and is continuing, and (y) all of the representations and warranties in
the Credit Agreement, after giving effect to this Amendment and Waiver, are true
and complete in all material respects on and as of the date hereof as if made on
the date hereof (or, if any such representation or warranty is expressly stated
to have been made as of a specific date, as of such specific date).

                  (B) FEE COVENANT OF BORROWER. Each Obligor covenants to pay or
cause to be paid a one-time cash fee (the "AMENDMENT AND WAIVER FEE") to each
Lender that executes and delivers a signature page to this Amendment and Waiver
not later than the close of business (New York time) on May 15, 2001 in the
aggregate amount equal to 0.15% of the sum of the (i) aggregate amount of Loans
then outstanding owing to such Lender, plus the (ii) then effective aggregate
amount of the Unutilized Revolving Credit Commitment of such Lender, which fee
shall be paid by wire transfer of immediately available funds and distributed by
the Administrative Agent to the Lenders entitled thereto.

                  SECTION FIVE -- REFERENCE TO AND EFFECT ON THE CREDIT
AGREEMENT AND THE NOTES. On and after the effectiveness of this Amendment and
Waiver, 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 the Notes and each of the other Credit Documents to "the Credit
Agreement," "thereunder," "thereof" or words of similar import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment and Waiver. The Credit Agreement, the Notes and each
of the other Credit Documents, as specifically amended by this Amendment and
Waiver, are and shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed. Without limiting the generality of the
foregoing, the Security Documents and all of the Collateral described therein do
and shall continue to secure the payment of all Obligations of the Obligors
under the Credit Documents. The execution, delivery and effectiveness of this
Amendment and Waiver 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 Credit Documents, nor constitute a waiver of any provision of any of the
Credit Documents. Each Guarantor ratifies and confirms its Guarantee as in full
force and effect after giving effect to the Waiver herein set forth.


<PAGE>
                                      -15-


                  SECTION SIX -- COSTS, EXPENSES AND TAXES. The Company agrees
to pay all reasonable costs and expenses of the Agents in connection with the
preparation, execution and delivery of this Amendment and Waiver and the other
instruments and documents to be delivered hereunder, if any (including, without
limitation, the reasonable fees and expenses of Cahill Gordon & Reindel) in
accordance with the terms of Section 12.03 of the Credit Agreement. In addition,
the Company shall pay or reimburse any and all stamp and other taxes payable or
determine to be payable in connection with the execution and delivery of this
Amendment and Waiver and the other instruments and documents to be delivered
hereunder, if any, and agrees to save each Agent and each Lender harmless from
and against any and all liabilities with respect to or resulting from any delay
in paying or omission to pay such taxes.

                  SECTION SEVEN -- EXECUTION IN COUNTERPARTS. This Amendment and
Waiver 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 and Waiver by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment and Waiver.

                  SECTION EIGHT -- GOVERNING LAW. This Amendment and Waiver
shall be governed by, and construed in accordance with, the laws of the State of
New York (without giving effect to any provisions thereof relating to conflicts
of law).

                            [SIGNATURE PAGES FOLLOW]


<PAGE>

                                      S-1


                  IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be duly executed and delivered as of the day and year first above written.

                                     ATRIUM COMPANIES, INC.,
                                     as Borrower


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:


<PAGE>
                                      S-2


                                      D AND W HOLDINGS, INC.
                                      ATRIUM DOOR AND WINDOW COMPANY - WEST
                                         COAST
                                      ATRIUM DOOR AND WINDOW COMPANY OF
                                         THE NORTHEAST
                                      ATRIUM DOOR AND WINDOW COMPANY OF
                                         THE NORTHWEST
                                      ATRIUM DOOR AND WINDOW COMPANY OF
                                         NEW YORK
                                      ATRIUM DOOR AND WINDOW COMPANY OF
                                         ARIZONA
                                      ATRIUM DOOR AND WINDOW COMPANY OF
                                         NEW ENGLAND
                                      DOOR HOLDINGS, INC.
                                      R.G. DARBY COMPANY, INC.
                                      TOTAL TRIM, INC.
                                      WING INDUSTRIES HOLDINGS, INC.
                                      WIND INDUSTRIES, INC.
                                      R.G.DARBY COMPANY - SOUTH
                                      TOTAL TRIM, INC. - SOUTH
                                      HEAT, INC.
                                      H.I.G. VINYL, INC.
                                      CHAMPAGNE INDUSTRIES, INC.
                                      THERMAL INDUSTRIES, INC.
                                      BEST BUILT, INC.
                                      VES, INC.,
                                      each as a Guarantor

                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>
                                      S-3


                            FLEET NATIONAL BANK,
                              as Administrative Agent, Issuing Lender and as a
                              Lender


                            By:
                                ------------------------------------------------
                                Name:
                                Title:


                            MERRILL LYNCH & CO.,
                              MERRILL LYNCH, PIERCE, FENNER &
                              SMITH INCORPORATED,
                              as Lead Arranger and Syndication Agent


                            By:
                                ------------------------------------------------
                                Name:
                                Title:


                            BANK ONE, TEXAS, N.A.,
                              as Documentation Agent and as a Lender


                            By:
                                ------------------------------------------------
                                Name:
                                Title:


                            MERRILL LYNCH CAPITAL CORPORATION,
                              as a Lender


                            By:
                                ------------------------------------------------
                                Name:
                                Title:


<PAGE>

                                      S-4



                            [Please white-out and insert full, legal institution
                            name]
                               as a Lender


                            By:
                                ------------------------------------------------
                                Name:
                                Title:


<PAGE>


                                                                       EXHIBIT 1
                                     ANNEX C

               General Terms of Permitted Receivables Transaction


ORIGINATORS:           Atrium Companies, Inc. ("Atrium") and/or its'
                       subsidiaries

TRANSFEROR:            A special purpose, bankruptcy remote entity, Atrium
                       Funding Corp., ("Atrium Funding" and the "SPC")
                       established solely for the purposes outlined in this
                       Discussion Term Sheet. Atrium Funding will (i) satisfy
                       certain criteria acceptable to the Administrative Agent
                       designed to ensure that the assets and liabilities of SPC
                       will not be substantively consolidated with those of the
                       Parent and Originators and (ii) purchase Receivables and
                       related property from the Originators in "true sale"
                       transactions as described below.

SERVICER:              Atrium will provide its unconditional obligation to act
                       as Servicer to administer the Receivables on the Buyers'
                       behalf until the Receivables have been collected in full.
                       Provisions will be made for revocation of Atrium's role
                       as Servicer upon the occurrence of a servicer default.

SUB-SERVICERS:         TBD, if necessary.

FACILITY:              Purchases of an undivided ownership interests in a
                       revolving pool of domestic trade receivables
                       ("Receivables") generated by the Originators and
                       transferred to Atrium Funding. The transfer between the
                       Originators and Atrium Funding will be characterized as
                       legal true sales (discount of receivables at fair market
                       value) supported by appropriate legal opinions to that
                       effect.

                       The Originators will sell the Receivables in existence on
                       the closing date and arising on each day thereafter to
                       the SPC pursuant to Purchase and Sale Agreements. The SPC
                       will then transfer Receivables to the Buyers pursuant to
                       a Receivables Purchase Agreement or incur debt secured by
                       the Receivables.

BUYERS:                "To be named", a multi-seller asset backed commercial
                       paper conduit administered by "to be named", other
                       multi-seller asset backed commercial paper conduits,
                       collectively the "Purchasers", and/or the respective
                       Liquidity Providers.


<PAGE>


MAXIMUM
NET INVESTMENT:        $50,000,000

RPA TERM:              The term of the underlying RPA will be three years,
                       subject to the availability of the supporting liquidity
                       facility.

OBLIGORS:              A diversified pool of customers of the Originators.

SURETY PROVIDERS:      MBIA, or other AAA rated mono-line insurance company will
                       provide a 100% wrap on the facility, for the timely
                       payment of interest and the ultimate payment of
                       principal. The Surety Provider will also benefit from the
                       overcollateralization provided by the transferor.

ADMINISTRATIVE
AGENT:                 To be named.

LIQUIDITY PROVIDERS:   A1/P1 rated institutions.

LIQUIDITY TERM:        The liquidity facilities provided by each financial
                       institution will be available on a committed basis for up
                       to 364 days. The liquidity facility can be extended for
                       additional periods not to exceed 364 days from the
                       extension date upon the mutual consent of the Originator,
                       Transferor, Buyers and the Liquidity Providers.