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                      AMENDMENT AND WAIVER NO. 4


         AMENDMENT AND WAIVER NO. 4 (this "AMENDMENT"), dated as of March 24,
2000, to that certain Credit Agreement, dated as of October 2, 1998 (as
amended to the date hereof, 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"),
D AND W HOLDINGS, INC., as Parent, the Guarantors party thereto, the Lenders
party thereto (the "LENDERS"), MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, as Lead Arranger, Syndication Agent and
Documentation Agent (collectively in such capacities, the "LEAD ARRANGER"),
and BANKBOSTON, N.A., as Administrative Agent (the "ADMINISTRATIVE AGENT").

                        W I T N E S S E T H :

         WHEREAS, pursuant to Section 12.04 of the Credit Agreement, each of
the Obligors and each of the undersigned Lenders hereby agree 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  AMENDMENT AND WAIVER. (A) Notwithstanding any other
provision of the Credit Agreement, subject to the conditions set forth in
Section Two below, the Lenders (a) amend Sections 9.11(a), (b) and (c) as of
the Test Dates that are December 31, 1999 and March 31, 2000 (it being
understood that such Sections are not being amended with respect to any
subsequent Test Dates) as follows: (i) the Total Leverage Ratio as of December
31, 1999 and March 31, 2000 shall not exceed 5.75, (ii) the Interest Coverage
Ratio as of December 31, 1999 and March 31, 2000 shall not be less than 1.75,
and (iii) the Fixed Charge Coverage Ratio as of December 31, 1999 and March
31, 2000 shall not be less than 1.25;

(b) amend Section 9.11 by adding the following:

         "(d) MAXIMUM SENIOR LEVERAGE RATIO. 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>
                12/31/99 and thereafter          2.75";

</TABLE>


(c)AMEND SECTION 3.02 BY DELETING CLAUSES (i) AND (ii) OF SECTION 3.02 AND
REPLACING THEM WITH THE FOLLOWING:

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         "(i) DURING SUCH PERIODS AS SUCH LOAN IS AN ABR LOAN, (a) THE
ALTERNATE BASE RATE (AS IN EFFECT FROM TIME TO TIME), PLUS (b) THE APPLICABLE
MARGIN, PLUS (c)(A) IN THE CASE OF THE REVOLVING CREDIT LOANS, 0.625% AND (B)
IN THE CASE OF TERM LOANS, 0.375%; AND

         (ii) DURING SUCH PERIODS AS SUCH LOAN IS A LIBOR LOAN, FOR EACH
INTEREST PERIOD RELATING THERETO, (a) THE LIBOR RATE FOR SUCH LOAN FOR SUCH
INTEREST PERIOD, PLUS (b) THE APPLICABLE MARGIN, PLUS (c)(A) IN THE CASE OF
THE REVOLVING CREDIT LOANS, 0.625%, AND (B) IN THE CASE OF THE TERMS LOANS,
0.375%,"; AND

(d) (^) waive any violation of Section 9.01(i) resulting from the failure to
deliver a consolidated plan and financial forecast for fiscal year 2000 and an
appropriate Officers' Certificate (collectively, the "2000 ANNUAL BUDGET")
within 60 days after the beginning of fiscal year 2000; PROVIDED that such
2000 Annual Budget is delivered to Administrative Agent no later than May 1,
2000 or, if the Administrative Agent shall have agreed to an extension of such
date, to such later date, but in no event later than May 15, 2000.

         (B) The Borrower intends to enter into a sale-leaseback transaction
(the "TRANSACTION") whereby (x) it will sell certain of its assets located in
Woodville, Texas, and (y) the buyer of such assets will obtain certain
financing from GE Capital Small Business Finance Corporation which is an
Affiliate of the Borrower. In connection with the Transaction, GE Capital
Small Business Finance Corporation may require the Borrower (or another
Company) to enter into an agreement with it (including, without limitation,
landlord's waivers, intercreditor agreements and subordination agreements).
The Lenders hereby waive the applicable restrictions set forth in Section 9.15
of the Credit Agreement and consent to the Borrower (or any other Company)
entering into agreements with GE Capital Small Business Finance Corporation in
form and substance reasonably satisfactory to the Lead Arranger in connection
with the Transaction.

         SECTION TWO  CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when, and only when, (a) the
Administrative Agent shall have received (i) counterparts of this Amendment
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 (ii) a one-time cash fee for each Lender that
executes and delivers a signature page to this Amendment not later than the
date this Amendment becomes effective in the aggregate amount equal to 0.250%
of the sum of the aggregate amount of Loans then outstanding owing to such
Lender plus the then effective aggregate amount of the undrawn Revolving
Credit Commitment of such Lender, which fee shall be paid by wire transfer of
immediately available funds to the Administrative Agent and distributed by
the Administrative Agent to the Lenders entitled thereto; and (b) Cahill
Gordon & Reindel shall have received its reasonable fees and expenses
incurred in connection with the preparation, execution and delivery of this
Amendment. The effectiveness of this Amendment (other than Sections Five, Six
and Seven hereof) is also conditioned upon the accuracy of the
representations and warranties set forth in Section Three hereof.

         SECTION THREE  REPRESENTATIONS AND WARRANTIES; COVENANTS. In order to
induce the Lenders and the Agents to enter into this Amendment, each Obligor
represents and warrants to

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each of the Lenders and the Agents that after giving effect to this Amendment,
(a) no Default or Event of Default has occurred and is continuing; and (b) all
of the representations and warranties in the Credit Agreement, 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 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 the Notes and each of the other
Credit 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 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, in each case as
amended by this Amendment. 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 amendments and waivers herein
set forth and to any prior amendment or waiver to the Credit Agreement.

         SECTION FIVE  COSTS, EXPENSES AND TAXES. Borrower 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, Borrower shall pay or reimburse any and all stamp and
other taxes payable or determined 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.

         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}