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                                                                   EXHIBIT 10.30

                                 AMENDMENT NO. 2

                  AMENDMENT NO. 2 (this "AMENDMENT"), dated as of July 20, 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 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 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 Two hereof, by:

                  (1) deleting the text immediately before the table in Section
         9.11(a)(i) thereof and replacing such text in its entirety with the
         following:




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                                      -2-


                  "(a)  Maximum Total Leverage Ratio.

                        (i) If a Permitted Receivables Transaction is not in
                        effect, 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:"

                  (2) deleting the text immediately before the table in Section
         9.11(a)(ii) thereof and replacing such text in its entirety with the
         following:

                        "(ii) If a Permitted Receivables Transaction is in
                        effect, 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:"

                  (3) deleting the text immediately before the table in Section
         9.11(b)(i) thereof and replacing such text in its entirety with the
         following:

                  "(b)     Maximum Senior Leverage Ratio.

                           (i) If a Permitted Receivables Transaction is not in
                           effect, 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:"

                  (4) deleting the text immediately before the table in Section
         9.11(b)(ii) thereof and replacing such text in its entirety with the
         following:

                           "(ii) If a Permitted Receivables Transaction is in
                           effect, 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:"

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




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                                       -3-


legal fees and disbursements relating to this Amendment to the extent properly
invoiced to Borrower on or prior to the date of this Amendment.

                  SECTION THREE-- REPRESENTATIONS AND WARRANTIES; COVENANTS.

                  REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders
and the Agents to enter into this Amendment, each Obligor represents and
warrants to each of the Lenders and the Agents that after giving effect to this
Amendment, (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, 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).

                  SECTION FOUR -- REFERENCE TO AND EFFECT ON THE CREDIT
AGREEMENT AND THE NOTES. On and after the effectiveness of this Amendment, 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. The Credit Agreement, the Notes and each of the other Credit
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. 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 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 Amendment herein set forth.

                  SECTION FIVE -- 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 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
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.




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                                      -4-


                  SECTION SIX -- 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 shall be effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION SEVEN - GOVERNING LAW. This Amendment 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]


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

                                            ATRIUM COMPANIES, INC.,
                                              as Borrower


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



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                                           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:




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                                           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:


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



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