Exhibit 10.2


     

    $105,000,000

     

    SECOND
      LIEN CREDIT AGREEMENT

     

    dated
      as of October 31, 2006,

     

    among

     

    PLY
      GEM INDUSTRIES, INC.,

     

    as
      the Borrower,

     

    PLY
      GEM HOLDINGS, INC.

     

    and

     

    THE
      OTHER GUARANTORS PARTY HERETO,

     

    as
      Guarantors,

     

    THE
      LENDERS PARTY HERETO,

     

    UBS
      SECURITIES LLC

     

    and

     

    DEUTSCHE
      BANK SECURITIES INC.,

     

    as
      Joint Lead Arrangers and Bookrunners,

     

    J.P.
      MORGAN SECURITIES INC.,

     

    as
      Co-Arranger,

     

    UBS
      AG, STAMFORD BRANCH,

     

    as
      Administrative Agent and Collateral Agent,

     

    DEUTSCHE
      BANK SECURITIES INC.,

     

    as
      Syndication Agent,

     

    and
      

     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Documentation Agent

     

    Cahill
      Gordon & Reindel llp

    80
      Pine
      Street

    New
      York,
      NY 10005

     

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    Section                                                                          Page

     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	
              SECTION
                1.01

            	
              Defined
                Terms

            	
              2

            
	
              SECTION
                1.02

            	
              Classification
                of Loans and Borrowings

            	
              34

            
	
              SECTION
                1.03

            	
              Terms
                Generally

            	
              34

            
	
              SECTION
                1.04

            	
              Accounting
                Terms; GAAP

            	
              35

            
	
              SECTION
                1.05

            	
              Resolution
                of Drafting Ambiguities

            	
              35

            


    

    


     

    ARTICLE
      II

     

    THE
      CREDITS

     

    
      	
              SECTION
                2.01

            	
              Commitments

            	
              35

            
	
              SECTION
                2.02

            	
              Loans

            	
              35

            
	
              SECTION
                2.03

            	
              Borrowing
                Procedure

            	
              36

            
	
              SECTION
                2.04

            	
              Evidence
                of Debt; Repayment of Loans

            	
              37

            
	
              SECTION
                2.05

            	
              Fees

            	
              37

            
	
              SECTION
                2.06

            	
              Interest
                on Loans

            	
              38

            
	
              SECTION
                2.07

            	
              Termination
                and Reduction of Commitments

            	
              38

            
	
              SECTION
                2.08

            	
              Interest
                Elections

            	
              38

            
	
              SECTION
                2.09

            	
              Repayment
                of Borrowings

            	
              39

            
	
              SECTION
                2.10

            	
              Optional
                and Mandatory Prepayments of Loans and Mandatory Offers to
                Redeem

            	
              40

            
	
              SECTION
                2.11

            	
              Alternate
                Rate of Interest

            	
              43

            
	
              SECTION
                2.12

            	
              Increased
                Costs

            	
              43

            
	
              SECTION
                2.13

            	
              Breakage
                Payments

            	
              44

            
	
              SECTION
                2.14

            	
              Payments
                Generally; Pro Rata Treatment; Sharing of Setoffs

            	
              45

            
	
              SECTION
                2.15

            	
              Taxes

            	
              46

            
	
              SECTION
                2.16

            	
              Mitigation
                Obligations; Replacement of Lenders

            	
              48

            


    

    


     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    
      	
              SECTION
                3.01

            	
              Organization;
                Powers

            	
              48

            
	
              SECTION
                3.02

            	
              Authorization;
                Enforceability

            	
              49

            
	
              SECTION
                3.03

            	
              No
                Conflicts

            	
              49

            
	
              SECTION
                3.04

            	
              Financial
                Statements; Projections

            	
              49

            
	
              SECTION
                3.05

            	
              Properties

            	
              50

            
	
              SECTION
                3.06

            	
              Intellectual
                Property

            	
              51

            
	
              SECTION
                3.07

            	
              Equity
                Interests and Subsidiaries

            	
              51

            
	
              SECTION
                3.08

            	
              Litigation;
                Compliance with Laws

            	
              52

            
	
              SECTION
                3.09

            	
              Agreements

            	
              52

            
	
              SECTION
                3.10

            	
              Federal
                Reserve Regulations

            	
              53

            
	
              SECTION
                3.11

            	
              Investment
                Company Act; Public Utility Holding Company Act

            	
              53

            
	
              SECTION
                3.12

            	
              Use
                of Proceeds

            	
              53

            
	
              SECTION
                3.13

            	
              Taxes

            	
              53

            
	
              SECTION
                3.14

            	
              No
                Material Misstatements

            	
              53

            
	
              SECTION
                3.15

            	
              Labor
                Matters

            	
              54

            
	
              SECTION
                3.16

            	
              Solvency

            	
              54

            
	
              SECTION
                3.17

            	
              Employee
                Benefit Plans

            	
              54

            
	
              SECTION
                3.18

            	
              Environmental
                Matters

            	
              55

            
	
              SECTION
                3.19

            	
              Insurance

            	
              56

            
	
              SECTION
                3.20

            	
              Security
                Documents

            	
              56

            
	
              SECTION
                3.21

            	
              Acquisition
                Documents; Representations and Warranties in the Alcoa Purchase
                Agreement

            	
              57

            
	
              SECTION
                3.22

            	
              Anti-Terrorism
                Law

            	
              57

            
	
              SECTION
                3.23

            	
              Subordination
                of Senior Subordinated Notes

            	
              58

            
	
              SECTION
                3.24

            	
              First
                Lien Documents

            	
              58

            


    

    


     

    ARTICLE
      IV

     

    CONDITIONS
      TO CREDIT EXTENSIONS

     

    
      	
              SECTION
                4.01

            	
              Conditions
                to Initial Credit Extension

            	
              58

            


    

     

     

    
       

       

       

    

    
       

    

    ARTICLE
      V

     

    AFFIRMATIVE
      COVENANTS

     

    
      	
              SECTION
                5.01

            	
              Financial
                Statements, Reports, etc.

            	
              64

            
	
              SECTION
                5.02

            	
              Litigation
                and Other Notices

            	
              66

            
	
              SECTION
                5.03

            	
              Existence;
                Businesses and Properties

            	
              66

            
	
              SECTION
                5.04

            	
              Insurance

            	
              67

            
	
              SECTION
                5.05

            	
              Obligations
                and Taxes

            	
              68

            
	
              SECTION
                5.06

            	
              Employee
                Benefits

            	
              68

            
	
              SECTION
                5.07

            	
              Maintaining
                Records; Access to Properties and Inspections; Annual
                Meetings

            	
              69

            
	
              SECTION
                5.08

            	
              Use
                of Proceeds

            	
              69

            
	
              SECTION
                5.09

            	
              Compliance
                with Environmental Laws; Environmental Reports

            	
              69

            
	
              SECTION
                5.10

            	
              Additional
                Collateral; Additional Guarantors

            	
              70

            
	
              SECTION
                5.11

            	
              Security
                Interests; Further Assurances

            	
              72

            
	
              SECTION
                5.12

            	
              Information
                Regarding Collateral

            	
              72

            
	
              SECTION
                5.13

            	
              Post-Closing
                Matters.

            	
              73

            


    

    


     

    ARTICLE
      VI

     

    NEGATIVE
      COVENANTS

     

    
      	
              SECTION
                6.01

            	
              Indebtedness

            	
              74

            
	
              SECTION
                6.02

            	
              Liens

            	
              77

            
	
              SECTION
                6.03

            	
              Sale
                and Leaseback Transactions

            	
              79

            
	
              SECTION
                6.04

            	
              Investment,
                Loan and Advances

            	
              80

            
	
              SECTION
                6.05

            	
              Mergers
                and Consolidations

            	
              81

            
	
              SECTION
                6.06

            	
              Asset
                Sales

            	
              81

            
	
              SECTION
                6.07

            	
              Acquisitions

            	
              83

            
	
              SECTION
                6.08

            	
              Dividends

            	
              83

            
	
              SECTION
                6.09

            	
              Transactions
                with Affiliates

            	
              84

            
	
              SECTION
                6.10

            	
              Financial
                Covenants

            	
              85

            
	
              SECTION
                6.11

            	
              Prepayments
                of Other Indebtedness; Modifications of Organizational Documents
                and Other
                Documents, etc.

            	
              86

            
	
              SECTION
                6.12

            	
              Limitation
                on Certain Restrictions on Subsidiaries

            	
              87

            
	
              SECTION
                6.13

            	
              Limitation
                on Issuance of Capital Stock

            	
              88

            
	
              SECTION
                6.14

            	
              Limitation
                on Creation of Subsidiaries

            	
              88

            
	
              SECTION
                6.15

            	
              Business

            	
              88

            
	
              SECTION
                6.16

            	
              Limitation
                on Accounting Changes

            	
              89

            
	
              SECTION
                6.17

            	
              Fiscal
                Year

            	
              89

            
	
              SECTION
                6.18

            	
              Lease
                Obligations

            	
              89

            
	
              SECTION
                6.19

            	
              No
                Further Negative Pledge

            	
              89

            
	
              SECTION
                6.20

            	
              Anti-Terrorism
                Law; Anti-Money Laundering

            	
              89

            
	
              SECTION
                6.21

            	
              Embargoed
                Person

            	
              90

            


    

    


     

    ARTICLE
      VII

     

    GUARANTEE

     

    
      	
              SECTION
                7.01

            	
              The
                Guarantee

            	
              90

            
	
              SECTION
                7.02

            	
              Obligations
                Unconditional

            	
              90

            
	
              SECTION
                7.03

            	
              Reinstatement

            	
              92

            
	
              SECTION
                7.04

            	
              Subrogation;
                Subordination

            	
              92

            
	
              SECTION
                7.05

            	
              Remedies

            	
              92

            
	
              SECTION
                7.06

            	
              Instrument
                for the Payment of Money

            	
              92

            
	
              SECTION
                7.07

            	
              Continuing
                Guarantee

            	
              92

            
	
              SECTION
                7.08

            	
              General
                Limitation on Guarantee Obligations

            	
              92

            
	
              SECTION
                7.09

            	
              Release
                of Guarantors

            	
              92

            


    

    


     

    ARTICLE
      VIII

     

    EVENTS
      OF
      DEFAULT

     

    
      	
              SECTION
                8.01

            	
              Events
                of Default 

            	
              93

            


    

    


     

    ARTICLE
      IX

     

    COLLATERAL
      ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

     

    
      	
              SECTION
                9.01

            	
              [Intentially
                Omitted]

            	
              95

            
	
              SECTION
                9.02

            	
              [Intentially
                Omitted]

            	
              95

            
	
              SECTION
                9.03

            	
              Application
                of Proceeds

            	
              95

            


    

    


     

     

    ARTICLE
      X

     

    THE
      AGENTS

     

    
      	
              SECTION
                10.01

            	
              Appointment

            	
              96

            
	
              SECTION
                10.02

            	
              Agent
                in Its Individual Capacity

            	
              96

            
	
              SECTION
                10.03

            	
              Exculpatory
                Provisions

            	
              97

            
	
              SECTION
                10.04

            	
              Reliance
                by Agent

            	
              97

            
	
              SECTION
                10.05

            	
              Delegation
                of Duties

            	
              97

            
	
              SECTION
                10.06

            	
              Successor
                Agent

            	
              97

            
	
              SECTION
                10.07

            	
              Non-Reliance
                on Agent and Other Lenders

            	
              98

            
	
              SECTION
                10.08

            	
              Name
                Agents

            	
              98

            
	
              SECTION
                10.09

            	
              Indemnification

            	
              98

            


    

    


     

    ARTICLE
      XI

     

    MISCELLANEOUS

     

    
      	
              SECTION
                11.01

            	
              Notices

            	
              99

            
	
              SECTION
                11.02

            	
              Waivers;
                Amendment

            	
              99

            
	
              SECTION
                11.03

            	
              Expenses;
                Indemnity

            	
              102

            
	
              SECTION
                11.04

            	
              Successors
                and Assigns

            	
              103

            
	
              SECTION
                11.05

            	
              Survival
                of Agreement

            	
              105

            
	
              SECTION
                11.06

            	
              Counterparts;
                Integration; Effectiveness

            	
              106

            
	
              SECTION
                11.07

            	
              Severability

            	
              106

            
	
              SECTION
                11.08

            	
              Right
                of Setoff

            	
              106

            
	
              SECTION
                11.09

            	
              Governing
                Law; Jurisdiction; Consent to Service of Process

            	
              106

            
	
              SECTION
                11.10

            	
              Waiver
                of Jury Trial

            	
              107

            
	
              SECTION
                11.11

            	
              Headings

            	
              107

            
	
              SECTION
                11.12

            	
              Confidentiality

            	
              107

            
	
              SECTION
                11.13

            	
              Interest
                Rate Limitation

            	
              108

            
	
              SECTION
                11.14

            	
              Lender
                Addendum

            	
              108

            
	
              SECTION
                11.15

            	
              Obligations
                Absolute

            	
              108

            
	
              SECTION
                11.16

            	
              [Intentially
                Omitted]

            	
              109

            
	
              SECTION
                11.17

            	
              USA
                PATRIOT Act Notice

            	
              109

            


    

    


    


    



    
       

      
        
        

        
          

        

      

       

    



    

      
        	
                SCHEDULES

              	 	 
	
                Schedule
                  1.01(a)

              	
                 

                 

              	
                Assumed
                  Debt

              
	
                Schedule
                  1.01(c)

              	 	
                Material
                  Indebtedness

              
	
                Schedule
                  1.01(d)

              	 	
                Mortgaged
                  Property

              
	
                Schedule
                  1.01(e)

              	 	
                Refinancing
                  Indebtedness to Be Repaid

              
	
                Schedule
                  1.01(f)

              	 	
                U.S.
                  Subsidiary Guarantors

              
	
                Schedule
                  3.03

              	 	
                Governmental
                  Approvals; Compliance with Laws

              
	
                Schedule
                  3.05(b)

              	 	
                Real
                  Property

              
	
                Schedule
                  3.07(a)

              	 	
                Subsidiaries

              
	
                Schedule
                  3.07(c)

              	 	
                Corporate
                  Organizational Chart

              
	
                Schedule
                  3.09(c)

              	 	
                Material
                  Agreements

              
	
                Schedule
                  3.17

              	 	
                Employee
                  Benefit Plans

              
	
                Schedule
                  3.18

              	 	
                Environmental
                  Matters

              
	
                Schedule
                  3.19

              	 	
                Insurance

              
	
                Schedule
                  3.21

              	 	
                Alcoa
                  Acquisition Transaction Documents

              
	
                Schedule
                  4.01(g)

              	 	
                Local
                  Counsel

              
	
                Schedule
                  4.01(n)(vi)

              	 	
                Landlord
                  Access Agreements

              
	
                Schedule
                  4.01(o)(iii)

              	 	
                Title
                  Insurance Amounts

              
	
                Schedule
                  4.01(t)

              	 	
                LTM
                  Adjustments

              
	
                Schedule
                  5.13(a)

              	 	
                Post-Closing
                  Matters

              
	
                Schedule
                  6.01(b)

              	 	
                Existing
                  Indebtedness

              
	
                Schedule
                  6.02(c)

              	 	
                Existing
                  Liens

              
	
                Schedule
                  6.04(b)

              	 	
                Existing
                  Investments

              
	
                Schedule
                  6.09(n)

              	 	
                Existing
                  Affiliate Agreements

              
	 	 	 
	
                EXHIBITS

              	
                 

              	 
	
                Exhibit
                  A

              	
                 

                 

              	
                Form
                  of Administrative Questionnaire

              
	
                Exhibit
                  B

              	 	
                Form
                  of Assignment and Assumption

              
	
                Exhibit
                  C

              	 	
                Form
                  of Borrowing Request

              
	
                Exhibit
                  D

              	 	
                Form
                  of Compliance Certificate

              
	
                Exhibit
                  E

              	 	
                Form
                  of Interest Election Request

              
	
                Exhibit
                  F

              	 	
                Form
                  of Joinder Agreement

              
	
                Exhibit
                  G

              	 	
                Form
                  of Landlord Access Agreement

              
	
                Exhibit
                  I

              	 	
                Form
                  of Lender Addendum

              
	
                Exhibit
                  J-1

              	 	
                Form
                  of Mortgage

              
	
                Exhibit
                  J-2

              	 	
                Form
                  of Leasehold Mortgage

              
	
                Exhibit
                  K

              	 	
                Form
                  of Term Note

              
	
                Exhibit
                  L-1

              	 	
                Form
                  of Perfection Certificate

              
	
                Exhibit
                  L-2

              	 	
                Form
                  of Perfection Certificate Supplement

              
	
                Exhibit
                  M-1

              	 	
                Form
                  of Security Agreement

              
	
                Exhibit
                  N-1

              	 	
                Form
                  of Opinion of Company Counsel

              
	
                Exhibit
                  N-2

              	 	
                Form
                  of Opinion of Local Counsel

              
	
                Exhibit
                  O

              	 	
                Form
                  of Solvency Certificate

              
	
                Exhibit
                  P-1

              	 	
                Form
                  of Intercompany Note

              
	
                Exhibit
                  Q

              	 	
                Form
                  of Tax Compliance Certificate

              
	
                Exhibit
                  R

              	 	
                Form
                  of Intercreditor
                  Agreement

              


      



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      CREDIT
        AGREEMENT

       

      This
        SECOND LIEN CREDIT AGREEMENT (this “Agreement”)
        dated
        as of October 31, 2006, among PLY GEM INDUSTRIES, INC., a Delaware
        corporation (the “Borrower”),
        PLY
        GEM HOLDINGS, INC., a Delaware corporation (“Parent”),
        the
        Subsidiary Guarantors (such term and each other capitalized term used but
        not
        defined herein having the meaning given to it in Article I),
        the
        Lenders, UBS SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as joint lead
        arrangers and bookrunners (in such capacity, “Joint
        Lead Arrangers”),
        J.P.
        MORGAN SECURITIES INC., as co-arranger (in such capacity, “Co-Arranger”),
        JPMORGAN CHASE BANK, N.A.,as documentation agent (in such capacity,
“Documentation
        Agent”),
        DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity,
“Syndication
        Agent”)
        and
        UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
“Administrative
        Agent”)
        for
        the Lenders and as collateral agent (in such capacity, “Collateral
        Agent”)
        for
        the Secured Parties.

       

      WITNESSETH:

       

      WHEREAS,
        the Borrower intends to acquire (the “Alcoa
        Acquisition”)
        all of
        the Equity Interests of Alcoa Home Exteriors, Inc. an Ohio corporation
        (“Alcoa”),
        pursuant to a securities purchase agreement dated as of September 22, 2006
        among Alcoa Securities Corporation and the Borrower (as amended, supplemented
        or
        otherwise modified from time to time in accordance with the provisions hereof
        and thereof, the “Alcoa
        Purchase Agreement”).

       

      WHEREAS,
        in connection with the Alcoa Acquisition, (i) the Borrower requests that
        the
        Lenders extend credit to it in the form of Term Loans on the Closing Date
        in an
        aggregate principal amount of $105.0 million for purposes of effecting the
        Alcoa
        Acquisition and to pay related fees and expenses.

       

      WHEREAS,
        the Borrower intends to amend and restate the First Lien Credit Agreement
        providing for additional First Lien Term B-2 Loans in the aggregate principal
        amount of up to $187,000,000 simultaneously herewith.

       

      WHEREAS,
        the Alcoa Acquisition will be consummated on the Closing Date.

       

      WHEREAS,
        the proceeds of the Loans are to be used in accordance with Section 3.12.

       

      NOW,
        THEREFORE, the Lenders are willing to extend such credit to the Borrower
        on the
        terms and subject to the conditions set forth herein. Accordingly, the parties
        hereto agree as follows:

       

      ARTICLE
        I  

       

      DEFINITIONS

       

      SECTION
        1.01  Defined
        Terms.
        As used
        in this Agreement, the following terms shall have the meanings specified
        below:

       

      “ABR,”
when
        used in reference to any Loan or Borrowing, is used when such Loan, or the
        Loans
        comprising such Borrowing, are bearing interest at a rate determined by
        reference to the Alternate Base Rate.

       

      “ABR
        Borrowing”
shall
        mean a Borrowing comprised of ABR Loans.

       

      “ABR
        Loan”
shall
        mean any Term Loan bearing interest at a rate determined by reference to
        the
        Alternate Base Rate in accordance with the provisions of Article II.

       

      “Acquisition
        Consideration”
shall
        mean the purchase consideration for any Permitted Acquisition and all other
        payments by Parent or any of its Subsidiaries in exchange for, or as part
        of, or
        in connection with, any Permitted Acquisition (other than fees and expenses
        related to such Permitted Acquisition), whether paid in cash or by exchange
        of
        Equity Interests or of properties or otherwise and whether payable at or
        prior
        to the consummation of such Permitted Acquisition or deferred for payment
        at any
        future time, whether or not any such future payment is subject to the occurrence
        of any contingency, and includes any and all payments representing the purchase
        price and any assumptions of Indebtedness, “earn-outs” and other agreements to
        make any payment the amount of which is, or the terms of payment of which
        are,
        in any respect subject to or contingent upon the revenues, income, cash flow
        or
        profits (or the like) of any person or business; provided
        that any
        such future payment that is subject to a contingency shall be considered
        Acquisition Consideration only to the extent of the reserve, if any, required
        under GAAP at the time of such sale to be established in respect thereof
        by
        Parent or any of its Subsidiaries.

       

      “Act”
shall
        have the meaning assigned to such term in Section
        11.17.

       

      “Additional
        Loans”
shall
        have the meaning assigned to such term in Section
        11.02(d).

       

      “Adjusted
        LIBOR Rate”
shall
        mean, with respect to any Eurodollar Borrowing for any Interest Period,
        (a) an interest rate per annum (rounded upward, if necessary, to the next
        1/100th of 1%) determined by the Administrative Agent to be equal to the
        LIBOR
        Rate for such Eurodollar Borrowing in effect for such Interest Period divided
        by
        (b) 1 minus
        the
        Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest
        Period.

       

      “Administrative
        Agent”
shall
        have the meaning assigned to such term in the preamble hereto and includes
        each
        other person appointed as the successor pursuant to Article X.

       

      “Administrative
        Agent Fees”
shall
        have the meaning assigned to such term in Section 2.05(b).

       

      “Administrative
        Questionnaire”
shall
        mean an Administrative Questionnaire in the form of Exhibit A,
        or such
        other form as may be supplied from time to time by the Administrative
        Agent.

       

      “Advisory
        Services Agreement”
means
        the advisory services agreement, dated as of February 12, 2004, among the
        Borrower and Sponsor.

       

      “Affiliate”
shall
        mean, when used with respect to a specified person, another person that
        directly, or indirectly through one or more intermediaries, Controls or is
        Controlled by or is under common Control with the person specified; provided,
        however,
        that,
        for purposes of Section 6.09,
        the
        term “Affiliate” shall also include (i) any person that directly or
        indirectly owns more than 10% of any class of Equity Interests of the person
        specified or (ii) any person that is an executive officer or director of
        the person specified.

       

      “Agents”
shall
        mean the Arrangers, the Documentation Agent, the Syndication Agent, the
        Administrative Agent and the Collateral Agent; and “Agent”
shall
        mean any of them.

       

      “Agreement”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Alcoa”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Alcoa
        Acquisition”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Alcoa
        Acquisition Documents”
shall
        mean the Alcoa Purchase Agreement and the other documents listed on Schedule
        3.21.

       

      “Alcoa
        Acquisition Transaction
        Documents”
shall
        mean the Alcoa Acquisition Documents, the First Lien Loan Documents and the
        Loan
        Documents.

       

      “Alcoa
        Acquisition Transactions”
shall
        mean, collectively, the transactions to occur on or prior to the Closing
        Date
        pursuant to the Alcoa Acquisition Transaction Documents, including (a) the
        consummation of the Alcoa Acquisition; (b) the execution, delivery and
        performance of those First Lien Loan Documents which need to be amended or
        otherwise modified on the Closing Date to the extent contemplated (hereby
        and
        the borrowings to occur on the Closing Date) hereunder; (c) the execution,
        delivery and performance of the Loan Documents; and (d) the payment of all
        fees and expenses to be paid on or prior to the Closing Date and owing in
        connection with the foregoing.

       

      “Alcoa
        Adjustments”
shall
        mean the adjustments in the amount of $15.0 million listed on Schedule 4.01(t)
        under
        the heading “AHE Adjustments to EBITDA.”

       

      “Alcoa
        Purchase Agreement”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Alcoa
        Synergies”
shall
        mean for any period up to $22,000,000 of net cost savings and synergies
        projected in good faith by the Borrower to be realized in connection with
        the
        Alcoa Acquisition and to be realized as a result of specified actions taken
        during or prior to such period (calculated on a pro
        forma
        basis as
        though such cost savings had been realized on the first day of such period),
        net
        of the amount of actual benefits realized during such period from such actions;
        provided
        that (A)
        such cost savings are reasonably identifiable and factually supportable,
        (B)
        such actions are commenced or committed to no later than 12 months after
        the
        Closing Date, (C) no cost savings shall be included as Alcoa Synergies to
        the
        extent duplicative of any expenses or charges relating to such cost savings
        that
        are included in clause (h) or (i) of the definition of “Consolidated
        EBITDA.”

       

      “Alenco”
shall
        mean AWC Holding Company, a Delaware corporation.

       

      “Alenco
        Acquisition”
shall
        mean the acquisition by the Borrower of all of the Equity Interests of Alenco
        pursuant to the Alenco Purchase Agreement. 

       

      “Alenco
        Acquisition Documents”
shall
        mean the collective reference to the Alenco Purchase Agreement and the other
        documents listed on Schedule
        3.25
        to the
        Existing Credit Agreement.

       

      “Alenco
        Acquisition Transaction
        Documents”
shall
        mean the Alenco Acquisition Documents and the First Lien Loan Documents as
        amended or otherwise modified on February 24, 2006.

       

      “Alenco
        Acquisition Transactions”
shall
        mean, collectively, the transactions that occurred on or prior to February
        24,
        2006 pursuant to the Alenco Acquisition Transaction Documents, including
        (a) the consummation of the Alenco Acquisition; (b) the execution,
        delivery and performance of those First Lien Loan Documents which needed
        to be
        amended or otherwise modified on February 24, 2006 to the extent contemplated
        thereby and the borrowings that occurred on February 24, 2006 thereunder;
        and
        (c) the payment of all fees and expenses to be paid on or prior to February
        24, 2006 and owed in connection with the foregoing.

       

      “Alenco
        Purchase Agreement”
shall
        mean the securities purchase agreement dated as of February 6, 2006 among
        FNL Management Corp., the sellers and beneficial sellers party thereto and
        the
        Borrower.

       

      “Alternate
        Base Rate”
shall
        mean, for any day, a rate per annum (rounded upward, if necessary, to the
        next
        1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such
        day and (b) the Federal Funds Effective Rate in effect on such day
plus
        0.50%.
        If the Administrative Agent shall have determined (which determination shall
        be
        conclusive absent manifest error) that it is unable to ascertain the Federal
        Funds Effective Rate for any reason, including the inability or failure of
        the
        Administrative Agent to obtain sufficient quotations in accordance with the
        terms of the definition thereof, the Alternate Base Rate shall be determined
        without regard to clause (b) of the preceding sentence until the
        circumstances giving rise to such inability no longer exist. Any change in
        the
        Alternate Base Rate due to a change in the Base Rate or the Federal Funds
        Effective Rate shall be effective on the effective date of such change in
        the
        Base Rate or the Federal Funds Effective Rate, respectively.

       

      “Anti-Terrorism
        Laws”
shall
        have the meaning assigned to such term in Section 3.22.

       

      “Applicable
        Margin”
shall
        mean, for any day, 5.75% for Eurodollar Loans and (y) 4.75% for ABR
        Loans.

       

      “Arrangers”
shall
        mean the Joint Lead Arrangers and the Co-Arranger.

       

      “Asset
        Sale”
shall
        mean (a) any conveyance, sale, lease, sublease, assignment, transfer or
        other disposition (including by way of merger or consolidation and including
        any
        Sale and Leaseback Transaction) of any property excluding sales of inventory
        and
        dispositions of cash equivalents, in each case, in the ordinary course of
        business, by Parent or any of its Subsidiaries and (b) any issuance or sale
        of any Equity Interests of any Subsidiary of Parent, in each case, to any
        person
        other than (i) the Borrower, (ii) any Subsidiary Guarantor or
        (iii) other than for purposes of Section
        6.06,
        any
        other Subsidiary.

       

      “Assignment
        and Assumption”
shall
        mean an assignment and assumption entered into by a Lender and an assignee,
        and
        accepted by the Administrative Agent, substantially in the form of Exhibit B,
        or such
        other form as shall be approved by the Administrative Agent.

       

      “Assumed
        Debt”
shall
        mean the Indebtedness set forth on Schedule
        1.01(a)
        hereto.

       

      “Bailee
        Letter”
shall
        have the meaning assigned thereto in the Security Agreement.

       

      “Base
        Rate”
shall
        mean, for any day, a rate per annum that is equal to the corporate base rate
        of
        interest established by the Administrative Agent in the United States for
        dollars from time to time; each change in the Base Rate shall be effective
        on
        the date such change is effective. The corporate base rate is not necessarily
        the lowest rate charged by the Administrative Agent to its
        customers.

       

      “Board”
shall
        mean the Board of Governors of the Federal Reserve System of the United
        States.

       

      “Board
        of Directors”
shall
        mean, with respect to any person, (i) in the case of any corporation, the
        board of directors of such person, (ii) in the case of any limited
        liability company, the board of managers of such person, (iii) in the case
        of any partnership, the Board of Directors of the general partner of such
        person
        and (iv) in any other case, the functional equivalent of the
        foregoing.

       

      “Borrower”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Borrowing”
shall
        mean Loans of the same Class and Type, made, converted or continued on the
        same
        date and, in the case of Eurodollar Loans, as to which a single Interest
        Period
        is in effect.

       

      “Borrowing
        Request”
shall
        mean a request by the Borrower in accordance with the terms of Section 2.03
        and
        substantially in the form of Exhibit C-1,
        or such
        other form as shall be approved by the Administrative Agent.

       

      “Business
        Day”
shall
        mean any day other than a Saturday, Sunday or other day on which banks in
        New
        York City are authorized or required by law to close; provided,
        however,
        that
        when used in connection with a Eurodollar Loan, the term “Business Day” shall
        also exclude any day on which banks are not open for dealings in dollar deposits
        in the London interbank market.

       

      “Calculation
        Period”
shall
        have the meaning assigned to such term in Section
        2.06(f).

       

      “Canadian
        Intercompany Note”
shall
        mean a promissory note substantially in the form of Exhibit P-2
        to the
        First Lien Credit Agreement.

       

      “CapEx
        Carryfoward Amount”
shall
        have the meaning assigned to such term in Section
        6.10(c).

       

      “Capital
        Expenditures”
shall
        mean, for any period, without duplication, the

       

      increase
        during that period in the gross property, plant or equipment account in the
        consolidated balance sheet of the Borrower and its Subsidiaries, determined
        in
        accordance with GAAP, whether such increase is due to purchase of properties
        for
        cash or financed by the incurrence of Indebtedness, but excluding
        (i) expenditures made in connection with the replacement, substitution or
        restoration of property pursuant to Section 2.10(f)
        and
        (ii) any portion of such increase attributable solely to acquisitions of
        property, plant and equipment in Permitted Acquisitions.

       

      “Capital
        Lease Obligations”
of
        any
        person shall mean the obligations of such person to pay rent or other amounts
        under any lease of (or other arrangement conveying the right to use) real
        or
        personal property, or a combination thereof, which obligations are required
        to
        be classified and accounted for as capital leases on a balance sheet of such
        person under GAAP, and the amount of such obligations shall be the capitalized
        amount thereof determined in accordance with GAAP.

       

      “Cash
        Equivalents”
shall
        mean, as to any person, (a) securities issued, or directly, unconditionally
        and fully guaranteed or insured, by the United States or Canada or any agency
        or
        instrumentality thereof (provided
        that the
        full faith and credit of the United States or Canada is pledged in support
        thereof) having maturities of not more than one year from the date of
        acquisition by such person; (b) time deposits and certificates of deposit
        of (1) any Lender or Agent or (2) any commercial bank having, or which is
        the
        principal banking subsidiary of a bank holding company organized under the
        laws
        of the United States or Canada, any state or province thereof or the District
        of
        Columbia having, capital and surplus aggregating in excess of $500.0 million
        and
        a rating of “A” (or such other similar equivalent rating) or higher by at least
        one nationally recognized statistical rating organization (as defined in
        Rule
        436 under the Securities Act) with maturities of not more than one year from
        the
        date of acquisition by such person; (c) repurchase obligations with a term
        of not more than 30 days for underlying securities of the types described
        in clause (a) above entered into with any bank meeting the qualifications
        specified in clause (b) above, which repurchase obligations are secured by
        a valid perfected security interest in the underlying securities;
        (d) commercial paper issued by any person incorporated in the United States
        or Canada rated at least A-1 or the equivalent thereof by Standard & Poor’s
        Rating Service or at least P-1 or the equivalent thereof by Moody’s Investors
        Service Inc., and in each case maturing not more than one year after the
        date of
        acquisition by such person; (e) investments in money market funds
        substantially all of whose assets are comprised of securities of the types
        described in clauses (a) through (d) above; and (f) demand deposit
        accounts maintained in the ordinary course of business.

       

      “Cash
        Interest Expense”
shall
        mean, for any period, Consolidated Interest Expense for such period,
less
        the sum
        of (a) interest on any debt paid by the increase in the principal amount of
        such debt including by issuance of additional debt of such kind and
        (b) items described in clause (c) or, other than to the extent paid in
        cash, clauses (f) and (g) of the definition of “Consolidated Interest
        Expense.”

       

      “Casualty
        Event”
shall
        mean any loss of title or any loss of or damage to or destruction of, or
        any
        condemnation or other taking (including by any Governmental Authority) of,
        any
        property of Parent or any of its Subsidiaries. “Casualty Event” shall include
        but not be limited to any taking of all or any part of any Real Property
        of any
        person or any part thereof, in or by condemnation or other eminent domain
        proceedings pursuant to any law, or by reason of the temporary requisition
        of
        the use or occupancy of all or any part of any Real Property of any person
        or
        any part thereof by any Governmental Authority, civil or military, or any
        settlement in lieu thereof.

       

      “CERCLA”
shall
        mean the Comprehensive Environmental Response, Compensation, and Liability
        Act
        of 1980, as amended, 42 U.S.C. § 9601 et
        seq.

       

      A
        “Change
        in Control”
shall
        be deemed to have occurred if:

       

      (a)  Parent
        at
        any time ceases to own 100% of the Equity Interests of the Borrower or, prior
        to
        an IPO at Parent, Holdings ceases to own 100% of the Equity Interests of
        Parent
        or Super Holdings ceases to own 100% of the Equity Interests of
        Holdings;

       

      (b)  at
        any
        time a change of control (as defined in the documentation for any Material
        Indebtedness) shall occur;

       

      (c)  prior
        to
        an IPO, (i) the Permitted Holders cease to own (directly or indirectly), or
        to have the power to vote or direct the voting of, Voting Stock of the Borrower
        representing a majority of the voting power of the total outstanding Voting
        Stock of the Borrower or (ii) the Permitted Holders cease to own (directly
        or indirectly) Equity Interests representing a majority of the total economic
        interests of the Equity Interests of the Borrower;

       

      (d)  following
        an IPO, (i) the Permitted Holders shall fail to own (directly or
        indirectly), or to have the power to vote or direct the voting of, Voting
        Stock
        of the Borrower representing more than 35% of the voting power of the total
        outstanding Voting Stock of the Borrower, (ii) the Permitted Holders cease
        to own (directly or indirectly) Equity Interests representing more than 35%
        of
        the total economic interests of the Equity Interests of the Borrower or
        (iii) any “person” or “group” (as such terms are used in
        Sections 13(d) and 14(d) of the Exchange Act), other than one or more
        Permitted Holders, is or becomes the beneficial owner (as defined in Rules
        13d-3
        and 13d-5 under the Exchange Act, except that for purposes of this clause
        such
        person or group shall be deemed to have “beneficial ownership” of all securities
        that such person or group has the right to acquire, whether such right is
        exercisable immediately or only after the passage of time), directly or
        indirectly, of Voting Stock of the Borrower representing more than the voting
        power of the Voting Stock of the Borrower owned by the Permitted Holders;
        or

       

      (e)  following
        an IPO, during any period of two consecutive years, individuals who at the
        beginning of such period constituted the Board of Directors of the IPO Entity
        (together with any new directors whose election to such Board of Directors
        or
        whose nomination for election was approved by a vote of a majority of the
        members of the Board of Directors of the IPO Entity, which
        members comprising such majority are then still in office and were either
        directors at the beginning of such period or whose election or nomination
        for
        election was previously so approved) cease for any reason to constitute a
        majority of the Board of Directors of the IPO Entity.

    

    
       

      For
        purposes of this definition, a person shall not be deemed to have beneficial
        ownership of Equity Interests subject to a stock purchase agreement, merger
        agreement or similar agreement until the consummation of the transactions
        contemplated by such agreement.

       

      “Change
        in Law”
shall
        mean (a) the adoption of any law, treaty, order, policy, rule or regulation
        or any interpretation or application thereof by any Governmental Authority
        after
        the date of this Agreement, (b) any change in any law, treaty, order,
        policy, rule or regulation or in the interpretation or application thereof
        by
        any Governmental Authority after the date of this Agreement or
        (c) compliance by any Lender or Issuing Bank (or for purposes of
Section 2.12(b),
        by any
        lending office of such Lender or by such Lender’s or Issuing Bank’s holding
        company, if any) with any request, guideline or directive (whether or not
        having
        the force of law) of any Governmental Authority made or issued after the
        date of
        this Agreement.

       

      “Charges”
shall
        have the meaning assigned to such term in Section 11.13.

       

      “Closing
        Date”
shall
        have the meaning assigned to such term in Section 4.01.

       

      “Closing
        Date Perfection Certificate Supplement”
shall
        mean a certificate in the form of Exhibit
        L-3
        (which
        shall be completed after giving effect to the Alcoa Acquisition) or any other
        form approved by the Collateral Agent.

       

      “Co-Arranger”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Code”
shall
        mean the Internal Revenue Code of 1986, as amended from time to
        time.

       

      “Collateral”
shall
        mean, collectively, all of the Security Agreement Collateral, the Mortgaged
        Property and all other property of whatever kind and nature pledged as
        collateral under any Security Document.

       

      “Collateral
        Account”
shall
        mean a collateral account or sub-account established and maintained by the
        First
        Lien Collateral Agent for the benefit of the Secured Parties, in accordance
        with
        the provisions of Section 9.01
        of the
        First Lien Credit Agreement.

       

      “Collateral
        Agent”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Commitment”
shall
        mean, with respect to each Lender, the commitment, if any, of such Lender
        to
        make a Loan hereunder on the Closing Date in the amount set forth on
        Schedule I to the Lender Addendum executed and delivered by such Lender on
        the Closing Date. The aggregate amount of the Lenders’ Commitments as of the
        Closing Date is $105.0 million.

       

      “Commitment
        Fee”
shall
        have the meaning assigned to such term in Section 2.05(a).

       

      “Companies”
shall
        mean Parent and its Subsidiaries; and “Company”
shall
        mean any one of them.

       

      “Compliance
        Certificate”
shall
        mean a certificate of a Financial Officer substantially in the form of
Exhibit D.

       

      “Confidential
        Information Memorandum”
shall
        mean that certain confidential information memorandum dated as of September
        2006
        relating to the Borrower and its subsidiaries.

       

      “Consolidated
        Amortization Expense”
shall
        mean, for any period, the amortization expense of the Borrower and its
        Subsidiaries for such period, determined on a consolidated basis in accordance
        with GAAP.

       

      “Consolidated
        Current Assets”
shall
        mean, as at any date of determination, the total assets of the Borrower and
        its
        Subsidiaries which may properly be classified as current assets on a
        consolidated balance sheet of the Borrower and its Subsidiaries in accordance
        with GAAP.

       

      “Consolidated
        Current Liabilities”
shall
        mean, as at any date of determination, the total liabilities of the Borrower
        and
        its Subsidiaries which may properly be classified as current liabilities
        (other
        than the current portion of any Loans) on a consolidated balance sheet of
        the
        Borrower and its Subsidiaries in accordance with GAAP.

       

      “Consolidated
        Depreciation Expense”
shall
        mean, for any period, the depreciation expense of the Borrower and its
        Subsidiaries for such period, determined on a consolidated basis in accordance
        with GAAP.

       

      “Consolidated
        EBITDA”
shall
        mean, for any period, Consolidated Net Income for such period, adjusted by
        (x) adding
        thereto,
        in each
        case only to the extent (and in the same proportion) deducted in determining
        such Consolidated Net Income (and with respect to the portion of Consolidated
        Net Income attributable to any Subsidiary of the Borrower (other than any
        Foreign Subsidiary or any U.S. Subsidiary Guarantor) only if a corresponding
        amount would be permitted at the date of determination to be distributed
        to the
        Borrower by such Subsidiary without prior approval (that has not been obtained),
        pursuant to the terms of its Organizational Documents and all agreements
        (other
        than any municipal loan or related agreements entered into in connection
        with
        the incurrence of industrial or economic revenue bonds), instruments, judgments,
        decrees, orders, statutes, rules and regulations applicable to such Subsidiary
        or its equityholders):

       

      (a)  Consolidated
        Interest Expense for such period,

       

      (b)  Consolidated
        Amortization Expense for such period,

       

      (c)  Consolidated
        Depreciation Expense for such period,

       

      (d)  Consolidated
        Tax Expense for such period,

       

      (e)  costs
        and
        expenses directly incurred (i) in connection with the Alenco Acquisition
        Transactions during such period (not to exceed $11.0 million) to the extent
        actually incurred and expensed within one year of February 24, 2006, and
        (ii) in connection with the Alcoa Acquisition Transactions during such
        period (not to exceed $25.0 million) to the extent actually incurred and
        expensed within one year of the Closing Date,

       

      (f)  the
        aggregate amount of all other non-cash items reducing Consolidated Net Income
        (excluding any non-cash charge that results in an accrual of a reserve for
        cash
        charges in any future period) for such period,

       

      (g)  the
        amount of management fees and transaction fees paid to Sponsor for such period
        pursuant to the Advisory Services Agreement in accordance with Section
        6.09(e),

       

      (h)  other
        than for purposes of calculating Excess Cash Flow, Restructuring Expenses
        in an
        aggregate amount not to exceed $20.0 million in any Test Period;

       

      (i)  other
        than for purposes of calculating Excess Cash Flow, amounts related to run
        rate
        savings not to exceed $10,000,000 in the aggregate for all periods from vertical
        integration of previously externally sourced materials from outside vendors
        which are to be produced internally as if the implemented savings had been
        in
        place for the entire duration of such measurement period;

       

      (j)  other
        than for purposes of calculating Excess Cash Flow, out-of-pocket costs and
        expenses related to finding and installing a new Chief Executive Officer
        for the
        Borrower not to exceed $2,000,000;

       

      (k)  other
        than for purposes of calculating Excess Cash Flow, net out-of-pocket costs
        related to acquiring the inventory of a prior vinyl siding supplier of 84
        Lumber
        Company in connection with becoming a vinyl siding provider to 84 Lumber
        Company
        not to exceed $5,000,000 in the aggregate for all periods,

       

      (l)  other
        than for purposes of calculating Excess Cash Flow, out-of-pocket start up
        costs
        not to exceed $7,500,000 in the aggregate for all periods in connection with
        a
        new manufacturing facility,

       

      (m)  other
        than for purposes of calculating Excess Cash Flow, expenses incurred in
        connection with the redemption of phantom stock units in connection with
        the
        restructuring of awards under the PlyGem Prime Holdings, Inc. Amended and
        Restated Phantom Stock Plan in an amount not to exceed $2.5 million in any
        year,

       

      (n)  other
        than for purposes of calculating Excess Cash Flow, the Alcoa
        Adjustments,

       

      (o)  other
        than for purposes of calculating Excess Cash Flow, the Alcoa Synergies,


       

      (y) subtracting
        therefrom
        the
        aggregate amount of all non-cash items increasing Consolidated Net Income
        (other
        than the accrual of revenue or recording of receivables in the ordinary course
        of business) for such period.

       

      Other
        than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall
        be
        calculated on a Pro Forma Basis (including any Pro Forma Cost Savings) to
        give
        effect to the Alenco Acquisition, the Alcoa Acquisition, any Permitted
        Acquisition, each Permitted Sale and Leaseback Transaction and other Asset
        Sales
        for consideration individually or in the aggregate in excess of $3.0 million
        during any Test Period consummated at any time on or after the first day
        of the
        Test Period thereof as if the Alenco Acquisition, the Alcoa Acquisition and
        each
        such Permitted Acquisition had been effected on the first day of such period
        and
        as if each such Permitted Sale and Leaseback Transaction and other Asset
        Sale
        had been consummated on the day prior to the first day of such
        period.

       

      “Consolidated
        Indebtedness”
shall
        mean, as at any date of determination, without duplication, (x) the aggregate
        amount of all Indebtedness of the Borrower and its Subsidiaries less (y)
        cash
        and Cash Equivalents on hand of the Borrower and its Subsidiaries other than
        restricted cash that is not held in a Collateral Account (but including cash
        held in the Ply Gem LC Restricted Account), determined on a consolidated
        basis
        in accordance with GAAP.

       

      “Consolidated
        Interest Coverage Ratio”
shall
        mean, for any Test Period, the ratio of (x) Consolidated EBITDA for such
        Test Period to (y) Cash Interest Expense for such Test Period.

       

      “Consolidated
        Interest Expense”
shall
        mean, for any period, the total consolidated interest expense (less interest
        income) of the Borrower and its Subsidiaries for such period determined on
        a
        consolidated basis in accordance with GAAP plus,
        without
        duplication:

       

      (a)  imputed
        interest on Capital Lease Obligations of the Borrower and its Subsidiaries
        for
        such period;

       

      (b)  commissions,
        discounts and other fees and charges owed by the Borrower or any of its
        Subsidiaries with respect to letters of credit securing financial obligations,
        bankers’ acceptance financing and receivables financings for such
        period;

       

      (c)  amortization
        of debt issuance costs, debt discount or premium and other financing fees
        and
        expenses incurred by the Borrower or any of its Subsidiaries for such
        period;

       

      (d)  cash
        contributions to any employee stock ownership plan or similar trust made
        by the
        Borrower or any of its Subsidiaries to the extent such contributions are
        used by
        such plan or trust to pay interest or fees to any person (other than the
        Borrower or a Wholly Owned Subsidiary) in connection with Indebtedness incurred
        by such plan or trust for such period;

       

      (e)  all
        interest paid or payable with respect to discontinued operations of the Borrower
        or any of its Subsidiaries for such period;

       

      (f)  the
        interest portion of any deferred payment obligations of the Borrower or any
        of
        its Subsidiaries for such period; and

       

      (g)  all
        interest on any Indebtedness of the Borrower or any of its Subsidiaries of
        the
        type described in clause (f) or (j) of the definition of “Indebtedness” for
        such period;

       

      provided
        that (A)
        to the extent directly related to the Alenco Acquisition Transactions or
        the
        Alcoa Acquisition Transactions, debt issuance costs, debt discount or premium
        and other financing fees and expenses shall be excluded from the calculation
        of
        Consolidated Interest Expense and (B) the amortization during such period
        of
        other capitalized financing costs shall be excluded from the calculation
        of
        Consolidated Interest Expense; provided
        that in
        the case of clause (B) the aggregate amount of amortization relating to such
        capitalized financing costs deducted in calculating Consolidated Interest
        Expense shall not exceed 5% of the aggregate amount of the financing giving
        rise
        thereto.

       

      Consolidated
        Interest Expense shall be calculated on a Pro Forma Basis (including any
        Pro
        Forma Cost Savings) to give effect to any Indebtedness incurred, assumed
        or
        permanently repaid or extinguished during the relevant Test Period in connection
        with the Alenco Acquisition, the Alcoa Acquisition, any Permitted Acquisitions,
        each Permitted Sale and Leaseback Transaction and other Asset Sales for
        consideration individually or in the aggregate in excess of $3.0 million
        during
        any Test Period as if such incurrence, assumption, repayment or extinguishing
        had been effected on the first day of such period.

       

      “Consolidated
        Net Income”
shall
        mean, for any period, the consolidated net income (or loss) of the Borrower
        and
        its Subsidiaries determined on a consolidated basis in accordance with GAAP;
        provided
        that
        there shall be excluded from such net income (to the extent otherwise included
        therein), without duplication:

       

      (a)  the
        net
        income (or loss) of any person (other than a Subsidiary of the Borrower)
        in
        which any person other than the Borrower and its Subsidiaries has an ownership
        interest, except to the extent that cash in an amount equal to any such income
        has actually been received by the Borrower or (subject to clause (b) below)
        any of its Subsidiaries during such period;

       

      (b)  the
        net
        income of any Subsidiary of the Borrower (other than a Foreign Subsidiary
        or a
        U.S. Subsidiary Guarantor) during such period to the extent that the declaration
        or payment of dividends or similar distributions by such Subsidiary of that
        income is not permitted by operation of the terms of its Organizational
        Documents or any agreement (other than any municipal loan or related agreements
        entered into in connection with the incurrence of industrial or economic
        revenue
        bonds), instrument, judgment, decree, order, statute, rule or regulation
        applicable to that Subsidiary during such period, except that the Borrower’s
        equity in net loss of any such Subsidiary for such period, other than any
        non-cash loss that does not result in an accrual or reserve for cash charges
        in
        any future period, shall be included in determining Consolidated Net
        Income;

       

      (c)  any
        gain
        (or loss), together with any related provisions for taxes on any such gain
        (or
        the tax effect of any such loss), realized during such period by the Borrower
        or
        any of its Subsidiaries upon (i) any Asset Sale (other than any
        dispositions in the ordinary course of business) by the Borrower or any of
        its
        Subsidiaries, (ii) the disposition of any Cash Equivalents or
        (iii) the repayment or cancellation of any Indebtedness of the Borrower or
        any of its Subsidiaries;

       

      (d)  gains
        and
        losses due solely to fluctuations in currency values and the related tax
        effects
        determined in accordance with GAAP for such period;

       

      (e)  earnings
        resulting from any reappraisal, revaluation or write-up of assets;

       

      (f)  unrealized
        gains and losses with respect to Hedging Obligations for such
        period;

       

      (g)  other
        than for purposes of the definition of Excess Cash Flow, any extraordinary
        or
        nonrecurring gain (or extraordinary or nonrecurring loss), together with
        any
        related provision for taxes on any such gain (or the tax effect of any such
        loss), recorded or recognized by the Borrower or any of its Subsidiaries
        during
        such period; provided
        that
        such nonrecurring losses shall not exceed $7.5 million in any Test
        Period;

       

      (h)  any
        expenses or reserves for liabilities to the extent that the Borrower or any
        of
        its Subsidiaries is entitled to indemnification therefore under binding
        agreements; provided
        that any
        liabilities for which the Borrower or such Subsidiary is not actually
        indemnified shall reduce Consolidated Net Income in the period in which it
        is
        determined that the Borrower or such Subsidiary will not be indemnified;
        and

       

      (i)  the
        net
        income (or loss) of Thermal-Gard, Inc., so long as the Borrower is using
        commercially reasonable efforts to dispose of it or discontinue its
        operations.

       

      For
        purposes of this definition of “Consolidated Net Income,” “nonrecurring”
means
        any gain or loss as of any date that is not reasonably likely to recur within
        two years following such date; provided
        that if
        there was a gain or loss similar to such gain or loss within the two years
        preceding such date, such gain or loss shall not be deemed nonrecurring and
        (2)
        Consolidated Net Income shall be reduced (to the extent not already reduced
        thereby) by the amount of any payments to or on behalf of Parent made pursuant
        to Sections 6.08(c)
        and
(d).

       

      “Consolidated
        Secured Indebtedness”
shall
        mean at any date of determination, Consolidated Indebtedness that is secured
        by
        a Lien on any assets of the Borrower or any of its Subsidiaries.

       

      


       

      “Consolidated
        Senior Indebtedness”
shall
        mean, as at any date of determination, the difference of Consolidated
        Indebtedness on such date less the aggregate amount of all Subordinated
        Indebtedness of the Borrower and the Subsidiary Guarantors determined on
        a
        consolidated basis in accordance with GAAP.

       

      “Consolidated
        Tax Expense”
shall
        mean, for any period, the tax expense of the Borrower and its Subsidiaries,
        for
        such period, determined on a consolidated basis in accordance with
        GAAP.

       

      “Contested
        Collateral Lien Conditions”
shall
        mean, with respect to any Permitted Lien of the type described in
        clauses (a), (b), (e) and (f) of Section 6.02,
        the
        following conditions:

       

      (a) any
        proceeding instituted contesting such Lien shall operate to stay the sale
        or
        forfeiture of any portion of the Collateral on account of such
        Lien;

       

      (b) to
        the
        extent such Lien is in an amount in excess of $2,000,000, the appropriate
        Loan
        Party shall maintain cash reserves in accordance with GAAP; and

       

      (c) such
        Lien
        shall in all respects be subject and subordinate in priority to the Lien
        and
        security interest created and evidenced by the Security Documents, except
        if and
        to the extent that the law or regulation creating, permitting or authorizing
        such Lien provides that such Lien is or must be superior to the Lien and
        security interest created and evidenced by the Security Documents.

       

      “Contingent
        Obligation”
shall
        mean, as to any person, any obligation, agreement, understanding or arrangement
        of such person guaranteeing or intended to guarantee any Indebtedness, leases,
        dividends or other obligations (“primary
        obligations”)
        of any
        other person (the “primary
        obligor”)
        in any
        manner, whether directly or indirectly, including any obligation of such
        person,
        whether or not contingent, (a) to purchase any such primary obligation or
        any property constituting direct or indirect security therefor; (b) to
        advance or supply funds (i) for the purchase or payment of any such primary
        obligation or (ii) to maintain working capital or equity capital of the
        primary obligor or otherwise to maintain the net worth or solvency of the
        primary obligor; (c) to purchase property, securities or services primarily
        for the purpose of assuring the owner of any such primary obligation of the
        ability of the primary obligor to make payment of such primary obligation;
        (d) with respect to bankers’ acceptances, letters of credit and similar
        credit arrangements, until a reimbursement obligation arises (which
        reimbursement obligation shall constitute Indebtedness); or (e) otherwise
        to assure or hold harmless the holder of such primary obligation against
        loss in
        respect thereof; provided,
        however,
        that
        the term “Contingent Obligation” shall not include endorsements of instruments
        for deposit or collection in the ordinary course of business or any product
        warranties. The amount of any Contingent Obligation shall be deemed to be
        an
        amount equal to the stated or determinable amount of the primary obligation
        in
        respect of which such Contingent Obligation is made (or, if less, the maximum
        amount of such primary obligation for which such person may be liable, whether
        singly or jointly, pursuant to the terms of the instrument evidencing such
        Contingent Obligation) or, if not stated or determinable, the maximum reasonably
        anticipated liability in respect thereof (assuming such person is required
        to
        perform thereunder) as determined by such person in good faith.

       

      “Control”
shall
        mean the possession, directly or indirectly, of the power to direct or cause
        the
        direction of the management or policies of a person, whether through the
        ownership of voting securities, by contract or otherwise, and the terms
“Controlling”
and
        “Controlled”
shall
        have meanings correlative thereto.

       

      “Control
        Agreement”
shall
        have the meaning assigned to such term in the U.S. Security
        Agreement.

       

      “Credit
        Extension”
shall
        mean the making of a Loan by a Lender.

       

      “CWD”
shall
        mean CWD Windows and Doors, Inc., a corporation organized under the federal
        laws
        of Canada.

       

      “Debt
        Issuance”
shall
        mean the incurrence by Parent or any of its Subsidiaries of any Indebtedness
        after February 12, 2004 (other than as permitted by Section 6.01).

       

      “Debt
        Service”
shall
        mean, for any period, Cash Interest Expense for such period plus scheduled
        principal amortization of all Indebtedness for such period.

       

      “Default”
shall
        mean any event, occurrence or condition which is, or upon notice, lapse of
        time
        or both would constitute, an Event of Default.

       

      “Default
        Rate”
shall
        have the meaning assigned to such term in Section
        2.06(c).

       

      “Discharge
        of First Lien Obligations”
has
        the
        meaning assigned to such term in the Intercreditor Agreement.

       

      “Disqualified
        Capital Stock”
shall
        mean any Equity Interest which, by its terms (or by the terms of any security
        into which it is convertible or for which it is exchangeable), or upon the
        happening of any event, (a) matures (excluding any maturity as the result
        of an optional redemption by the issuer thereof) or is mandatorily redeemable,
        pursuant to a sinking fund obligation or otherwise, or is redeemable at the
        option of the holder thereof, in whole or in part, on or prior to the first
        anniversary of the Final Maturity Date, (b) is convertible into or
        exchangeable (unless at the sole option of the issuer thereof) for (i) debt
        securities or (ii) any Equity Interests referred to in (a) above, in each
        case at any time on or prior to the first anniversary of the Final Maturity
        Date, or (c) contains any repurchase obligation which may come into effect
        prior to payment in full of all Obligations; provided,
        further,
        however,
        that
        any Equity Interests that would not constitute Disqualified Capital Stock
        but
        for provisions thereof giving holders thereof (or the holders of any security
        into or for which such Equity Interests is convertible, exchangeable or
        exercisable) the right to require the issuer thereof to redeem such Equity
        Interests upon the occurrence of a change in control or an asset sale occurring
        prior to the first anniversary of the Final Maturity Date shall not constitute
        Disqualified Capital Stock if such Equity Interests provide that the issuer
        thereof will not redeem any such Equity Interests pursuant to such provisions
        prior to the repayment in full of the Obligations.

       

      “Dividend”
with
        respect to any person shall mean that such person has declared or paid a
        dividend or returned any equity capital to the holders of its Equity Interests
        or authorized or made any other distribution, payment or delivery of property
        (other than Qualified Capital Stock of such person) or cash to the holders
        of
        its Equity Interests as such, or redeemed, retired, purchased or otherwise
        acquired, directly or indirectly, for consideration any of its Equity Interests
        outstanding (or any options or warrants issued by such person with respect
        to
        its Equity Interests), or set aside any funds for any of the foregoing purposes,
        or shall have permitted any of its Subsidiaries to purchase or otherwise
        acquire
        for consideration any of the Equity Interests of such person outstanding
        (or any
        options or warrants issued by such person with respect to its Equity Interests).
        Without limiting the foregoing, “Dividends”
with
        respect to any person shall also include all payments made or required to
        be
        made by such person with respect to any stock appreciation rights, plans,
        equity
        incentive or achievement plans or any similar plans or setting aside of any
        funds for the foregoing purposes.

       

      “Documentation
        Agent”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “dollars”
or
        “$”
shall
        mean lawful money of the United States.

       

      “Domestic
        Subsidiary”
shall
        mean any Subsidiary that is organized or existing under the laws of the United
        States, any state thereof or the District of Columbia.

       

      “Embargoed
        Person”
shall
        have the meaning assigned to such term in Section 6.21.

       

      “Environment”
shall
        mean ambient air, surface water and groundwater (including potable water,
        navigable water and wetlands), the land surface or subsurface strata, natural
        resources, the workplace or as otherwise defined in any Environmental
        Law.

       

      “Environmental
        Claim”
shall
        mean any claim, notice, demand, order, action, suit, proceeding or other
        communication alleging liability for investigation, remediation, removal,
        cleanup, response, corrective action, damages to natural resources, personal
        injury, property damage, fines, penalties or other costs resulting from,
        related
        to or arising out of (i) the presence, Release or threatened Release in or
        into the Environment of Hazardous Material at any location or (ii) any
        violation of Environmental Law, and shall include any claim seeking damages,
        contribution, indemnification, cost recovery, compensation or injunctive
        relief
        resulting from, related to or arising out of the presence, Release or threatened
        Release of Hazardous Material or alleged injury or threat of injury to health,
        safety or the Environment.

       

      “Environmental
        Law”
shall
        mean any and all applicable present and future treaties, laws, statutes,
        ordinances, regulations, rules, decrees, orders, judgments, consent orders,
        consent decrees, code or other binding requirements, and the common law and
        judicial or agency interpretation, policy or guidance, relating to protection
        of
        public health or the Environment, the Release or threatened Release of Hazardous
        Material, natural resources or natural resource damages, or occupational
        safety
        or health.

       

      “Environmental
        Permit”
shall
        mean any permit, license, approval, consent or other authorization required
        by
        or from a Governmental Authority under Environmental Law.

       

      “Equipment”
shall
        have the meaning assigned to such term in the U.S. Security
        Agreement.

       

      “Equity
        Interest”
shall
        mean, with respect to any person, any and all shares, interests, participations
        or other equivalents, including membership interests (however designated,
        whether voting or nonvoting), of equity of such person, including, if such
        person is a partnership, partnership interests (whether general or limited)
        and
        any other interest or participation that confers on a person the right to
        receive a share of the profits and losses of, or distributions of property
        of,
        such partnership, whether outstanding on February 12, 2004 or issued after
        February 12, 2004, but excluding debt securities convertible or exchangeable
        into such equity.

       

      “Equity
        Issuance”
shall
        mean, without duplication, (i) any issuance or sale by Parent, Super
        Holdings or Holdings after February 12, 2004 of any Equity Interests in Parent,
        Super Holdings or Holdings (including any Equity Interests issued upon exercise
        of any warrant or option), as applicable, or any warrants or options to purchase
        such Equity Interests or (ii) any contribution to the capital of Parent,
        Super Holdings or Holdings; provided,
        however,
        that an
        Equity Issuance shall not include (x) any Preferred Stock Issuance or Debt
        Issuance, (y) any such sale or issuance by Holdings or Super Holdings of
        its Equity Interests (including its Equity Interests issued upon exercise
        of any
        warrant or option or warrants or options to purchase its Equity Interests
        but
        excluding Disqualified Capital Stock), in each case, to directors, officers
        or
        employees of any Company and (z) any Excluded Issuance.

       

      “ERISA”
shall
        mean the Employee Retirement Income Security Act of 1974, as the same may
        be
        amended from time to time.

       

      “ERISA
        Affiliate”
shall
        mean, with respect to any person, any trade or business (whether or not
        incorporated) that, together with such person, is treated as a single employer
        under Section 414(b) or (c) of the Code, or solely for purposes of
        Section 302 of ERISA and Section 412 of the Code, is treated as a
        single employer under Section 414 of the Code.

       

      “ERISA
        Event”
shall
        mean (a) any “reportable event,” as defined in Section 4043 of ERISA
        or the regulations issued thereunder, with respect to a Plan (other than
        an
        event for which the 30-day notice period is waived by regulation); (b) with
        respect to any Plan, the failure to satisfy the minimum funding standard
        of
        Section 412 of the Code and Section 302 of ERISA, whether or not
        waived; (c) the failure to make by its due date a required contribution under
        Section 412(m) of the Code (or Section 430(j) of the Code, as amended by
        the Pension Protection Act of 2006) with respect to any Plan or the failure
        to
        make any required contribution to a Multiemployer Plan; (d) the filing
        pursuant to Section 412 of the Code of an application for a waiver of the
        minimum funding standard with respect to any Plan; (e) the incurrence by
        any Company or any of its ERISA Affiliates of any liability under Title IV
        of
        ERISA with respect to the termination of any Plan; (f) the receipt by any
        Company or any of its ERISA Affiliates from the PBGC or a plan administrator
        of
        any notice relating to the intention to terminate any Plan or Plans or to
        appoint a trustee to administer any Plan, or the occurrence of any event
        or
        condition which could reasonably be expected to constitute grounds under
        ERISA
        for the termination of, or the appointment of a trustee to administer, any
        Plan;
        (g) except as set forth on Schedule
        3.17,
        the
        incurrence by any Company or any of its ERISA Affiliates of any liability
        with
        respect to the withdrawal from any Plan or Multiemployer Plan; (h) except
        as set forth on Schedule
        3.17,
        the
        receipt by any Company or its ERISA Affiliates of any notice concerning the
        imposition of Withdrawal Liability or a determination that a Multiemployer
        Plan
        is, or is expected to be, insolvent or in reorganization, within the meaning
        of
        Title IV of ERISA; (i) the making of any amendment to any Plan which could
        result in the imposition of a lien or the posting of a bond or other security;
        and (j) the occurrence of a nonexempt prohibited transaction (within the
        meaning of Section 4975 of the Code or Section 406 of ERISA) which
        could reasonably be expected to result in liability to any Company.

       

      “Eurodollar
        Borrowing”
shall
        mean a Borrowing comprised of Eurodollar Loans.

       

      “Eurodollar
        Loan”
shall
        mean any Loan bearing interest at a rate determined by reference to the Adjusted
        LIBOR Rate in accordance with the provisions of Article II.

       

      “Event
        of Default”
shall
        have the meaning assigned to such term in Article VIII.

       

      “Excess
        Amount”
shall
        have the meaning assigned to such term in Section 2.10(h)(ii).

       

      “Excess
        Cash Flow”
shall
        mean, for any Excess Cash Flow Period, Consolidated EBITDA for such Excess
        Cash
        Flow Period, minus,
        without
        duplication:

       

      (a) Debt
        Service for such Excess Cash Flow Period actually paid during such Excess
        Cash
        Flow Period;

       

      (b) Capital
        Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures
        made in such Excess Cash Flow Period where a certificate in the form
        contemplated by the following clause (c) was previously delivered) that are
        paid in cash;

       

      (c) (x)
        Capital Expenditures that the Borrower or any of its Subsidiaries shall,
        during
        such Excess Cash Flow Period, become obligated to make but that are not made
        during such Excess Cash Flow Period; provided
        that the
        Borrower shall deliver a certificate to the Administrative Agent not later
        than
        90 days after the end of such Excess Cash Flow Period, signed by a
        Responsible Officer of the Borrower and certifying that such Capital
        Expenditures will be made in the following Excess Cash Flow Period or (y)
        the
        CapEx Carryforward Amount for such Excess Cash Flow Period less the CapEx
        Carryforward Amount from the prior Excess Cash Flow Period that is not used
        in
        such Excess Cash Flow Period;

       

      (d) the
        aggregate amount of investments made in cash during such period pursuant
        to
Sections 6.04(e),
        (i),
        (j),
        (k)
        and
(m)
        (other
        than investments made with Excluded Issuances);

       

      (e) taxes
        of
        the Borrower and its Subsidiaries that were paid in cash during such Excess
        Cash
        Flow Period or will be paid within six months after the end of such Excess
        Cash
        Flow Period and for which reserves have been established;

       

      (f) Permitted
        Tax Distributions that are paid during the respective Excess Cash Flow Period
        or
        will be paid within six months after the close of such Excess Cash Flow
        Period;

       

      (g) the
        absolute value of the difference, if negative, of the amount of Net Working
        Capital at the end of the prior Excess Cash Flow Period over the amount of
        Net
        Working Capital at the end of such Excess Cash Flow Period;

       

      (h) losses
        excluded from the calculation of Consolidated Net Income by operation of
        clause (c) or (g) of the definition thereof that are paid in cash during
        such Excess Cash Flow Period;

       

      (i) to
        the
        extent added to determine Consolidated EBITDA, costs and expenses incurred
        in
        connection with the Alenco Acquisition and the Alcoa Acquisition;

       

      (j) to
        the
        extent added to determine Consolidated EBITDA, all items that did not result
        from a cash payment to the Borrower or any of its Subsidiaries on a consolidated
        basis during such Excess Cash Flow Period; and

       

      (k) permanent
        repayments and prepayments of Indebtedness (other than the Obligations) made
        by
        the Borrower and its Subsidiaries during such fiscal year to the extent funded
        with internally generated funds;

       

      provided
        that any
        amount deducted pursuant of any of the foregoing clauses that will be paid
        after
        the close of such Excess Cash Flow Period shall not be deducted again in
        a
        subsequent Excess Cash Flow Period; plus,
        without
        duplication:

       

      (i)  the
        difference, if positive, of the amount of Net Working Capital at the end
        of the
        prior Excess Cash Flow Period over the amount of Net Working Capital at the
        end
        of such Excess Cash Flow Period;

       

    

    
      (ii)  all
        proceeds received during such Excess Cash Flow Period of any Indebtedness
        to the
        extent used to finance any Capital Expenditure (other than Indebtedness under
        this Agreement to the extent there is no corresponding deduction to Excess
        Cash
        Flow above in respect of the use of such borrowings);

       

      (iii)  to
        the
        extent any permitted Capital Expenditures referred to in (c) above do not
        occur
        in the Excess Cash Flow Period specified in the certificate of the Borrower
        provided pursuant to (c) above, such amounts of Capital Expenditures that
        were
        not so made in the Excess Cash Flow Period specified in such
        certificates;

       

      (iv)  any
        return of capital on or in respect of investments received in cash during
        such
        period other than proceeds of an Asset Sale, which investments were made
        pursuant to Section 6.04(e),
        (i),
        (j),
        (k)
        or
(m)
        (other
        than investments made from Excluded Issuances);

       

      (v)  income
        or
        gain excluded from the calculation of Consolidated Net Income by operation
        of
        clause (c) or (g) of the definition thereof that is realized in cash during
        such Excess Cash Flow Period (except to the extent such gain is subject to
        Section 2.10);

       

      (vi)  if
        deducted in the computation of Consolidated EBITDA, interest income;
        and

       

      to
        the
        extent subtracted in determining Consolidated EBITDA, all items that did
        not
        result from a cash payment by the Borrower or any of its Subsidiaries on
        a
        consolidated basis during such Excess Cash Flow Period.

       

      “Excess
        Cash Flow Period”
shall
        mean each fiscal year of the Borrower ending on or after December 31,
        2007.

       

      “Exchange
        Act”
shall
        mean the Securities Exchange Act of 1934, as amended.

       

      “Excluded
        Issuance”
shall
        mean an issuance and sale of Qualified Capital Stock of Super Holdings to
        the
        Permitted Holders and any corresponding issuance and sale of Qualified Capital
        Stock of Parent to Holdings and Holdings to Super Holdings financed with
        the net
        proceeds thereof.

       


        “Excluded
          Taxes” shall mean, with respect to the Administrative Agent, any
          Lender, the Issuing Bank or any other recipient (each a “Recipient,”
          and collectively the “Recipients”)
          of any payment to be made by or on account of any obligation of the Borrower
          hereunder, (a) income or franchise taxes imposed on (or measured by) its
          net income as a result of a present or former connection between the
          Recipient and the jurisdiction of the Governmental Authority imposing such
          tax or any political subdivision or taxing authority
          thereof or therein (other than any such connection arising solely from
          the
          Recipient having executed, delivered or performed its obligations or received
          a
          payment under, or enforced, or otherwise in connection with, this Agreement
          or
          any other Loan Document), (b)  in the case of a Foreign Lender, any U.S.
          federal withholding taxes that are attributable to such Foreign Lender’s failure
          to comply with the requirements of Section  2.15(e), (c) Taxes that are
          United States withholding taxes imposed on amounts payable to such Lender
          at the
          time such Lender becomes a party to this Agreement, except to the extent
          that
          such Lender’s assignor (if any) was entitled, immediately prior to such
          assignment, to receive additional amounts or indemnification from the Borrower
          with respect to such withholding taxes pursuant to
          Section 2.15 (or would have been so entitled had the assignor's tax
          status (residence, etc.) immediately before such assignment been the same
          as the
          assignee's tax status immediately after such assignment) and (d) U.S.
          federal withholding taxes that are imposed as a result of an event occurring
          after the Lender becomes a Lender other than a Change in Law or regulation
          or interpretation thereof.


       

      “Executive
        Order” shall have the meaning assigned to such term in
Section 3.22.

       

      “Executive
        Orders”
shall
        have the meaning assigned to such term in Section 6.21.

       

      “Existing
        Credit Agreement”
shall
        mean that certain Third Amended and Restated Credit Agreement dated as of
        February 12, 2004, first amended and restated as of March 3, 2004,
        second amended and restated as of August 27, 2004 and third amended and
        restated as of February 24, 2006, among the Borrower, CWD, Parent, the
        Subsidiary Guarantors, the lenders party thereto, UBS Securities LLC and
        Deutsche Bank Securities Inc. as joint lead arrangers and bookrunners, J.P.
        Morgan Securities Inc., as co-arranger, JPMorgan Chase Bank, N.A., as
        documentation agent, Deutsche Bank Securities Inc., as syndication agent,
        UBS
        Loan Finance LLC, as swingline lender, and UBS AG, Stamford Branch, as issuing
        bank, as administrative agent for the lenders and as collateral agent for
        the
        secured parties and the issuing bank.

       

      “Existing
        Lien”
shall
        have the meaning assigned to such term in Section 6.02(c).

       

      “Federal
        Funds Effective Rate”
shall
        mean, for any day, the weighted average of the rates on overnight federal
        funds
        transactions with members of the Federal Reserve System of the United States
        arranged by federal funds brokers, as published on the next succeeding Business
        Day by the Federal Reserve Bank of New York, or, if such rate is not so
        published for any day that is a Business Day, the average of the quotations
        for
        the day for such transactions received by the Administrative Agent from three
        federal funds brokers of recognized standing selected by it.

       

      “Fee
        Letter”
shall
        mean the confidential Fee Letter, dated September 21, 2006, among Holdings,
        the Arrangers, UBS Loan Finance LLC, Deutsche Bank Trust Company Americas
        and
        JPMorgan Chase Bank, N.A.

       

      “Fees”
shall
        mean the Commitment Fees, the Administrative Agent Fees, the LC Participation
        Fees and the Fronting Fees.

       

      “Final
        Maturity Date”
shall
        mean the latest of the First Lien Revolving Maturity Date, the First Lien
        Term
        Loan Maturity Date and the Maturity Date.

       

      “Financial
        Officer”
of
        any
        person shall mean the chief financial officer, principal accounting officer,
        treasurer or controller of such person.

       

      “FIRREA”
shall
        mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989,
        as
        amended.

       

      “First
        Lien Administrative Agent”
means
        UBS AG, Stamford Branch, in its capacity as administrative agent under the
        First
        Lien Credit Agreement, and its successors and assigns.

       

      “First
        Lien Collateral Agent”
means
        UBS AG, Stamford Branch, in its capacity as collateral agent under the First
        Lien Credit Agreement, and its successors and assigns.

       

      “First
        Lien Credit Agreement”
shall
        mean that certain Fourth Amended and Restated Credit Agreement dated as of
        February 12, 2004, first amended and restated as of March 3, 2004,
        second amended and restated as of August 27, 2004, third amended and
        restated as of February 24, 2006 and further amended and restated as of
        October 31, 2006, among the Borrower, CWD, Parent, the Subsidiary
        Guarantors, the lenders party thereto, UBS Securities LLC and Deutsche Bank
        Securities Inc. as joint lead arrangers and bookrunners, J.P. Morgan Securities
        Inc., as co-arranger, JPMorgan Chase Bank, N.A., as documentation agent,
        Deutsche Bank Securities Inc., as syndication agent, UBS Loan Finance LLC,
        as
        swingline lender, and UBS AG, Stamford Branch, as issuing bank, as
        administrative agent for the lenders and as collateral agent for the secured
        parties and the issuing bank, as amended, restated, supplemented or modified
        from time to time to the extent permitted by the First Lien Credit Agreement
        and
        the Intercreditor Agreement, and (ii) any other credit agreement, loan
        agreement, note agreement, promissory note, indenture or other agreement
        or
        instrument evidencing or governing the terms of any indebtedness or other
        financial accommodation that has been incurred to extend (subject to the
        limitations set forth herein and in the Intercreditor Agreement) or refinance
        in
        whole or in part the indebtedness and other obligations outstanding under
        (x) the credit agreement referred to in clause (i) or (y) any
        subsequent First Lien Credit Agreement, unless such agreement or instrument
        expressly provides that it is not intended to be and is not a First Lien
        Credit
        Agreement hereunder. Any reference to the First Lien Credit Agreement hereunder
        shall be deemed a reference to any First Lien Credit Agreement then in
        existence.

       

      “First
        Lien Loan Documents”
means
        the First Lien Credit Agreement and the other Loan Documents as defined in
        the
        First Lien Credit Agreement, including each mortgage and other security
        documents, guaranties and the notes issued thereunder.

       

      “First
        Lien LC Obligations”
means
        each payment required to be made by the Borrower, Parent and Subsidiary
        Guarantors under the First Lien Credit Agreement in respect of any Letter
        of
        Credit (as defined in the First Lien Credit Agreement), when and as due,
        including payments in respect of Reimbursement Obligations (as defined in
        the
        First Lien Credit Agreement), interest thereon and obligations to provide
        cash
        collateral.

       

      “First
        Lien Loans”
means
        the Loans as defined in the First Lien Credit Agreement.

       

      “First
        Lien Secured Parties”
means
        the First Lien Administrative Agent, the First Lien Collateral Agent, each
        Person that is a lender under the First Lien Credit Agreement and each
        counterparty to a Hedging Agreement or Treasury Services Agreement if at
        the
        date of entering into such Hedging Agreement or Treasury Services Agreement
        such
        person was a “Lender” or an Affiliate of a “Lender” under the First Lien Credit
        Agreement and such person executes and delivers to the First Lien Administrative
        Agent a letter agreement in form and substance acceptable to the First Lien
        Administrative Agent pursuant to which such person (i) appoints the First
        Lien Collateral Agent as its agent under the applicable First Lien Loan
        Documents and (ii) agrees to be bound by the provisions of Sections
        9.03, 10.03
        and
10.09
        of the
        First Lien Credit Agreement as if it were a “Lender” under the First Lien Credit
        Agreement.

       

      “First
        Lien Security Documents”
shall
        have the meaning assigned to the term “Security Documents” in the First Lien
        Credit Agreement.

       

      “Foreign
        Lender”
shall
        mean any Lender that is not, for United States federal income tax purposes,
        (i) a citizen or resident of the United States, (ii) a corporation or
        partnership or entity treated as a corporation or partnership created or
        organized in or under the laws of the United States, or any political
        subdivision thereof, (iii) an estate whose income is subject to U.S.
        federal income taxation regardless of its source or (iv) a trust if a court
        within the United States is able to exercise primary supervision over the
        administration of such trust and one or more United States persons have the
        authority to control all substantial decisions of such trust.

       

      “Foreign
        Plan”
shall
        mean any employee benefit plan, program, policy, arrangement or agreement
        maintained or contributed to by any Company with respect to employees employed
        outside the United States.

       

      “Foreign
        Subsidiary”
shall
        mean a Subsidiary that is organized under the laws of a jurisdiction other
        than
        the United States or any state thereof or the District of Columbia.

       

      “GAAP”
shall
        mean generally accepted accounting principles in the United States applied
        on a
        consistent basis.

       

      “Governmental
        Authority”
shall
        mean any federal, state, provincial, local or foreign court, central bank
        or
        governmental agency, authority, instrumentality or regulatory body or any
        subdivision thereof.

       

      “Governmental
        Real Property Disclosure Requirements”
shall
        mean any Requirement of Law of any Governmental Authority requiring notification
        of the buyer, lessee, mortgagee, assignee or other transferee of any Real
        Property, facility, establishment or business, or notification, registration
        or
        filing to or with any Governmental Authority, in connection with the sale,
        lease, mortgage, assignment or other transfer (including any transfer of
        control) of any Real Property, facility, establishment or business, of the
        actual or threatened presence or Release in or into the Environment, or the
        use,
        disposal or handling of Hazardous Material on, at, under or near the Real
        Property, facility, establishment or business to be sold, leased, mortgaged,
        assigned or transferred.

       

      “Guaranteed
        Obligations”
shall
        have the meaning assigned to such term in Section
        7.01.

       

      “Guarantees”
shall
        mean the guarantees issued pursuant to Article VII
        by
        Parent and the Subsidiary Guarantors.

       

      “Guarantors”
shall
        mean Parent and the Subsidiary Guarantors.

       

      “Hazardous
        Materials”
shall
        mean the following: hazardous substances; hazardous wastes; polychlorinated
        biphenyls (“PCBs”)
        or any
        substance or compound containing PCBs; asbestos or any asbestos-containing
        materials in any form or condition; radon or any other radioactive materials
        including any source, special nuclear or by-product material; petroleum,
        crude
        oil or any fraction thereof; and any other pollutant or contaminant or
        chemicals, wastes, materials, compounds, constituents or substances, subject
        to
        regulation or which can give rise to liability under any Environmental
        Laws.

       

      “Hedging
        Agreement”
shall
        mean any swap, cap, collar, forward purchase or similar agreements or
        arrangements dealing with interest rates, currency exchange rates or commodity
        prices, either generally or under specific contingencies.

       

      “Hedging
        Obligations”
shall
        mean obligations under or with respect to Hedging Agreements.

       

      “Holdings”
shall
        mean Ply Gem Investment Holdings, Inc. (formerly known as CI Investment
        Holdings, Inc.), a Delaware corporation and the direct parent company of
        Parent.

       

      “Incremental
        Revolving Commitment”
shall
        have the meaning assigned to such term in Section 11.02(f).

       

      “Indebtedness”
of
        any
        person shall mean, without duplication, (a) all obligations of such person
        for borrowed money or advances; (b) all obligations of such person
        evidenced by bonds, debentures, notes or similar instruments; (c) all
        obligations of such person upon which interest charges are customarily paid
        or
        accrued; (d) all obligations of such person under conditional sale or other
        title retention agreements relating to property purchased by such person;
        (e) all obligations of such person issued or assumed as the deferred
        purchase price of property or services (excluding trade accounts payable
        and
        accrued obligations incurred in the ordinary course of business on normal
        trade
        terms and not overdue by more than 90 days as well as purchase price
        adjustments and deferred purchase payments under the Alenco Purchase Agreement
        and the Alcoa Purchase Agreement); (f) all Indebtedness of others secured
        by any Lien on property owned or acquired by such person, whether or not
        the
        obligations secured thereby have been assumed, but limited to the fair market
        value of such property; (g) all Capital Lease Obligations, Purchase Money
        Obligations and synthetic lease obligations of such person; (h) all Hedging
        Obligations to the extent required to be reflected on a balance sheet of
        such
        person; (i) all obligations of such person (not including any contingent
        obligations) for the reimbursement of any obligor in respect of letters of
        credit, letters of guaranty, bankers’ acceptances and similar credit
        transactions; and (j) all Contingent Obligations of such person in respect
        of Indebtedness or obligations of others of the kinds referred to in
        clauses (a) through (i) above. The Indebtedness of any person shall include
        the Indebtedness of any other entity (including any partnership in which
        such
        person is a general partner) to the extent such person is liable therefor
        as a
        result of such person’s ownership interest in or other relationship with such
        entity, except to the extent that terms of such Indebtedness expressly provide
        that such person is not liable therefor.

       

      “Indemnified
        Taxes”
shall
        mean all Taxes other than Excluded Taxes.

       

      “Indemnitee”
shall
        have the meaning assigned to such term in Section 11.03(b).

       

      “Information”
shall
        have the meaning assigned to such term in Section 11.12.

       

      “Insurance
        Policies”
shall
        mean the insurance policies and coverages required to be maintained by each
        Loan
        Party which is an owner of Mortgaged Property with respect to the applicable
        Mortgaged Property pursuant to Section 5.04
        and all
        renewals and extensions thereof.

       

      “Insurance
        Requirements”
shall
        mean, collectively, all provisions of the Insurance Policies, all requirements
        of the issuer of any of the Insurance Policies and all orders, rules,
        regulations and any other requirements of the National Board of Fire
        Underwriters (or any other body exercising similar functions) binding upon
        each
        Loan Party which is an owner of Mortgaged Property and applicable to the
        Mortgaged Property or any use or condition thereof.

       

      “Intellectual
        Property”
shall
        have the meaning assigned to such term in Section 3.06(a).

       

      “Intercompany
        Note”
shall
        mean a promissory note substantially in the form of Exhibit P-1

       

      “Intercreditor
        Agreement”
shall
        mean an intercreditor agreement substantially in the form of Exhibit
        R.

       

      “Interest
        Election Request”
shall
        mean a request by the Borrower to convert or continue a Borrowing in accordance
        with Section 2.08(b),
        substantially in the form of Exhibit E.

       

      “Interest
        Payment Date”
shall
        mean (a) with respect to any ABR Loan, the last Business Day of each March,
        June, September and December to occur during any period in which such Loan
        is
        outstanding, (b) with respect to any Eurodollar Loan, the last day of the
        Interest Period applicable to the Borrowing of which such Loan is a part
        and, in
        the case of a Eurodollar Loan with an Interest Period of more than three
        months’
duration, each day prior to the last day of such Interest Period that occurs
        at
        intervals of three months’ duration after the first day of such Interest Period
        and (c) the Maturity Date.

       

      “Interest
        Period”
shall
        mean, with respect to any Eurodollar Borrowing, the period commencing on
        the
        date of such Borrowing and ending on the numerically corresponding day in
        the
        calendar month that is one, two, three or six months (or, if available to
        all
        affected Lenders, nine or twelve months) thereafter, as the Borrower may
        elect;
provided
        that
        (a) if any Interest Period would end on a day other than a Business Day,
        such Interest Period shall be extended to the next succeeding Business Day
        unless such next succeeding Business Day would fall in the next calendar
        month,
        in which case such Interest Period shall end on the next preceding Business
        Day,
        and (b) any Interest Period that commences on the last Business Day of a
        calendar month (or on a day for which there is no numerically corresponding
        day
        in the last calendar month of such Interest Period) shall end on the last
        Business Day of the last calendar month of such Interest Period. For purposes
        hereof, the date of a Borrowing initially shall be the date on which such
        Borrowing is made and thereafter shall be the effective date of the most
        recent
        conversion or continuation of such Borrowing; provided,
        however,
        that an
        Interest Period shall be limited to the extent required under Section 2.03(e).

       

      “Investments”
shall
        have the meaning assigned to such term in Section 6.04.

       

      “IPO”
shall
        mean the first underwritten public offering by Parent, Holdings or Super
        Holdings of its Equity Interests after the Closing Date pursuant to a
        registration statement filed with the Securities and Exchange Commission
        in
        accordance with the Securities Act.

       

      “IPO
        Entity”
shall
        mean whichever of Parent, Holdings or Super Holdings effects an
        IPO.

       

      “Joinder
        Agreement”
shall
        mean a joinder agreement substantially in the form of Exhibit F.

       

      “Joint
        Lead Arrangers”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Landlord
        Access Agreement”
shall
        mean a Landlord Access Agreement, substantially in the form of Exhibit G,
        or a
        landlord access agreement in such other form as may reasonably be acceptable
        to
        the Collateral Agent.

       

      “Leases”
shall
        mean any and all leases, subleases, tenancies, options, concession agreements,
        rental agreements, occupancy agreements, franchise agreements, access agreements
        and any other agreements (including all amendments, extensions, replacements,
        renewals, modifications and/or guarantees thereof), whether or not of record
        and
        whether now in existence or hereafter entered into, affecting the use or
        occupancy of all or any portion of any Real Property.

       

      “Lender
        Addendum”
shall
        mean with respect to any Lender on the Closing Date, a lender addendum in
        the
        form of Exhibit I,
        to be
        executed and delivered by such Lender on the Closing Date as provided in
        Section 11.14.

       

      “Lender
        Affiliate”
shall
        mean with respect to any Lender that is a fund that invests in bank loans,
        any
        other fund that invests in commercial loans and is managed or advised by
        the
        same investment advisor as such Lender or by an Affiliate of such
        advisor.

       

      “Lenders”
shall
        mean (a) the financial institutions that have become a party hereto
        pursuant to a Lender Addendum that make Loans to the Borrower and (b) any
        financial institution that has become a party hereto pursuant to an Assignment
        and Assumption that makes Loans to the Borrower, other than, in each case,
        any
        such financial institution that has ceased to be a party hereto pursuant
        to an
        Assignment and Assumption. 

       

      “LIBOR
        Rate”
shall
        mean, with respect to any Eurodollar Borrowing for any Interest Period therefor,
        the rate per annum determined by the Administrative Agent to be the arithmetic
        mean (rounded to the nearest 1/100th of 1%) of the offered rates for deposits
        in
        dollars with a term comparable to such Interest Period that appears on the
        Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined
        below) at approximately 11:00 a.m., London, England time, on the second full
        Business Day preceding the first day of such Interest Period; provided,
        however,
        that
        (i) if no comparable term for an Interest Period is available, the LIBOR
        Rate shall be determined using the weighted average of the offered rates
        for the
        two terms most nearly corresponding to such Interest Period and (ii) if
        there shall at any time no longer exist a Telerate British Bankers Assoc.
        Interest Settlement Rates Page, “LIBOR Rate” shall mean, with respect to each
        day during each Interest Period pertaining to Eurodollar Borrowings comprising
        part of the same Borrowing, the rate per annum equal to the rate at which
        the
        Administrative Agent is offered deposits in dollars at approximately 11:00
        a.m.,
        London, England time, two Business Days prior to the first day of such Interest
        Period in the London interbank market for delivery on the first day of such
        Interest Period for the number of days comprised therein and in an amount
        comparable to its portion of the amount of such Eurodollar Borrowing to be
        outstanding during such Interest Period. “Telerate
        British Bankers Assoc. Interest Settlement Rates Page”
shall
        mean the display designated as Page 3750 on the Telerate System
        Incorporated Service (or such other page as may replace such page on such
        service for the purpose of displaying the rates at which dollar deposits
        are
        offered by leading banks in the London interbank deposit market).

       

      “Lien”
shall
        mean, with respect to any property, (a) any mortgage, deed of trust, lien,
        pledge, encumbrance, claim, charge, assignment, hypothecation, security interest
        or encumbrance of any kind or any arrangement to provide priority or preference
        or any filing of any financing statement under the UCC or any other similar
        notice of Lien under any similar notice or recording statute of any Governmental
        Authority, including any easement, right-of-way or other encumbrance on title
        to
        Real Property, in each of the foregoing cases whether voluntary or imposed
        by
        law, and any agreement to give any of the foregoing; (b) the interest of a
        vendor or a lessor under any conditional sale agreement, capital lease or
        title
        retention agreement (or any financing lease having substantially the same
        economic effect as any of the foregoing) relating to such property; and
        (c) in the case of securities, any purchase option, call or similar right
        of a third party with respect to such securities.

       

      “Loan
        Documents”
shall
        mean this Agreement, the Notes (if any), the Intercreditor Agreement, the
        Security Documents and, solely for purposes of Section
        8.01(e)
        hereof,
        the Fee Letter.

       

      “Loan
        Parties”
shall
        mean Parent, the Borrower and the Subsidiary Guarantors.

       

      “Loans”
shall
        mean the term loans made by the Lenders to the Borrower pursuant to Section 2.01(a).
        Each
        Loan shall be either an ABR Loan or a Eurodollar Loan.

       

      “Margin
        Stock”
shall
        have the meaning assigned to such term in Regulation U.

       

      “Material
        Adverse Effect”
shall
        mean (a) a material adverse effect on the condition (financial or
        otherwise), business, operations, assets, liabilities or prospects of Parent
        and
        its Subsidiaries, taken as a whole; (b) material impairment of the ability
        of the Loan Parties to fully and timely perform any of their obligations
        under
        any Loan Document; (c) material impairment of the rights of or benefits or
        remedies available to the Lenders or the Collateral Agent under any Loan
        Document; or (d) a material adverse effect on the Liens in favor of the
        Collateral Agent (for its benefit and for the benefit of the other Secured
        Parties) on the Collateral or the priority of such Liens.

       

      “Material
        Indebtedness”
shall
        mean (a) the Indebtedness listed on Schedule
        1.01(c)
        and
        (b) any other Indebtedness (other than the Loans) or Hedging Obligations of
        Parent or any of its Subsidiaries in an aggregate outstanding principal amount
        exceeding $15.0 million. For purposes of determining Material Indebtedness,
        the
“principal amount” in respect of any Hedging Obligations of any Loan Party at
        any time shall be the maximum aggregate amount (giving effect to any netting
        agreements) that such Loan Party would be required to pay if the related
        Hedging
        Agreement were terminated at such time.

       

      “Maturity
        Date”
shall
        mean November 15, 2011.

       

      “Maximum
        Rate”
shall
        have the meaning assigned to such term in Section 11.13.

       

      “Mortgage”
shall
        mean an agreement, including, but not limited to, a mortgage, deed of trust
        or
        any other document, creating and evidencing a Lien on a Mortgaged Property,
        which shall be substantially in the form of Exhibit J-1
        and
        (ii) in the case of leased Real Property, shall be substantially in the
        form of Exhibit J-2,
        or, in
        each case, another form reasonably satisfactory to the Collateral Agent,
        and, in
        each case, with such schedules and including such provisions as shall be
        necessary to conform such document to applicable local or foreign law or
        as
        shall be customary under applicable local or foreign law and, in each case,
        which mortgage shall be subject to the Intercreditor Agreement.

       

      “Mortgaged
        Property”
shall
        mean (a) each Real Property identified on Schedule 1.01(d)
        hereto
        and (b) each Real Property, if any, which shall be subject to a Mortgage
        delivered after February 12, 2004 pursuant to Section 5.10(d)
        or
(e).

       

      “Multiemployer
        Plan”
shall
        mean a multiemployer plan within the meaning of Section 4001(a)(3) or
        Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate
        is then making or accruing an obligation to make contributions; (b) to
        which any Company or any ERISA Affiliate has within the preceding five plan
        years made contributions; or (c) with respect to which any Company could
        incur liability.

       

      “MW
        Acquisition”
shall
        mean the acquisition by the Borrower acquired all of the Equity Interests
        of MWM
        Holding, Inc., a Delaware corporation, pursuant to a stock purchase agreement
        dated as of July 23, 2004 among MWM Holding, Inc., the stockholders listed
        on Schedule 1 attached thereto and the Borrower.

       

      “Net
        Cash Proceeds”
shall
        mean to the extent remaining after any mandatory prepayments made pursuant
        to
        Section 2.10 of the First Lien Credit Agreement:

       

      (a) with
        respect to any Asset Sale (other than any issuance or sale of Equity Interests),
        the cash proceeds received by Parent or any of its Subsidiaries (including
        cash
        proceeds subsequently received (as and when received by Parent or any of
        its
        Subsidiaries) in respect of non-cash consideration initially received) net
        of
        (i) selling expenses (including reasonable brokers’ fees or commissions,
        legal, accounting and other professional and transactional fees, transfer
        and
        similar taxes and the Borrower’s good faith estimate of income taxes paid or
        payable in connection with such sale); (ii) amounts provided as a reserve,
        in accordance with GAAP, against (x) any liabilities under any
        indemnification obligations associated with such Asset Sale or (y) any
        other liabilities retained by Parent or any of its Subsidiaries associated
        with
        the properties sold in such Asset Sale (provided
        that, to
        the extent and at the time any such amounts are released from such reserve,
        such
        amounts shall constitute Net Cash Proceeds); (iii) the Borrower’s good
        faith estimate of payments required to be made with respect to unassumed
        liabilities relating to the properties sold within 90 days of such Asset
        Sale (provided
        that, to
        the extent such cash proceeds are not used to make payments in respect of
        such
        unassumed liabilities within 90 days of such Asset Sale, such cash proceeds
        shall constitute Net Cash Proceeds); and (iv) the principal amount, premium
        or penalty, if any, interest and other amounts on any Indebtedness for borrowed
        money which is secured by a Lien on the properties sold in such Asset Sale
        (so
        long as such Lien was permitted to encumber such properties under the Loan
        Documents at the time of such sale) and which is repaid with such proceeds
        (other than any such Indebtedness assumed by the purchaser of such
        properties);

       

      (b) with
        respect to any Debt Issuance, any Equity Issuance or any other issuance or
        sale
        of Equity Interests by Super Holdings or any of its Subsidiaries, the cash
        proceeds thereof, net of customary fees, commissions, costs and other expenses
        incurred in connection therewith; and

       

      (c) with
        respect to any Casualty Event, the cash insurance proceeds, condemnation
        awards
        and other compensation received in respect thereof, net of all reasonable
        costs
        and expenses incurred in connection with the collection of such proceeds,
        awards
        or other compensation in respect of such Casualty Event.

       

      “Net
        Working Capital”
shall
        mean, at any time, Consolidated Current Assets at such time minus
        Consolidated Current Liabilities at such time.

       

      “New
        Senior Subordinated Note Documents”
shall
        mean the New Senior Subordinated Notes, the New Senior Subordinated Note
        Indenture, the New Senior Subordinated Note Guarantees and all other documents
        executed and delivered with respect to the New Senior Subordinated Notes
        or the
        New Senior Subordinated Note Indenture.

       

      “New
        Senior Subordinated Note Guarantees”
shall
        mean the guarantees of Parent and the U.S. Subsidiary Guarantors pursuant
        to the
        New Senior Subordinated Note Indenture.

       

      “New
        Senior Subordinated Note Indenture”
shall
        mean the indenture pursuant to which the New Senior Subordinated Notes were
        issued as in effect on August 27, 2004 and thereafter amended from time to
        time
        subject to the requirements of this Agreement.

       

      “New
        Senior Subordinated Notes”
shall
        mean the Borrower’s 9.0% Senior Subordinated Notes due 2012 issued on August 27,
        2004 pursuant to the New Senior Subordinated Note Indenture and any registered
        notes issued by the Borrower in exchange for, and as contemplated by, such
        notes
        with substantially identical terms as such notes.

       

      “Non-Guarantor
        Subsidiary”
shall
        mean each Subsidiary that is not a Subsidiary Guarantor.

       

      “Notes”
shall
        mean any notes evidencing the Loans issued pursuant to this Agreement, if
        any,
        substantially in the form of Exhibit K.

       

      “Obligations”
shall
        mean (a) obligations of the Borrower and the other Loan Parties from time
        to time arising (including by way of Article VII) under or in respect of
        the due
        and punctual payment of (i) the principal of and premium, if any, and
        interest (including interest accruing during the pendency of any bankruptcy,
        insolvency, receivership or other similar proceeding, regardless of whether
        allowed or allowable in such proceeding) on the Loans, when and as due, whether
        at maturity, by acceleration, upon one or more dates set for prepayment or
        otherwise and (ii) all other monetary obligations, including fees, costs,
        expenses and indemnities, whether primary, secondary, direct, contingent,
        fixed
        or otherwise (including monetary obligations incurred during the pendency
        of any
        bankruptcy, insolvency, receivership or other similar proceeding, regardless
        of
        whether allowed or allowable in such proceeding), of the Borrower and the
        other
        Loan Parties under this Agreement and the other Loan Documents, (b) the due
        and punctual performance of all covenants, agreements, obligations and
        liabilities of the Borrower and the other Loan Parties under or pursuant
        to this
        Agreement and the other Loan Documents, (c) the due and punctual payment
        and performance of all obligations of the Borrower and the other Loan Parties
        under each Hedging Agreement relating to either the Loans or foreign currency
        exchange rates entered into with any counterparty that was a Lender or an
        Affiliate of a Lender at the time such Hedging Agreement was entered into
        (provided that each shall provide that it terminates or expires upon, or
        prior
        to, the repayment of all Loans hereunder) (each, a “Permitted
        Hedging Agreement”)
        and
        (d) the due and punctual payment and performance of all obligations in
        respect of overdrafts and related liabilities owed to any Lender, any Affiliate
        of a Lender, the Administrative Agent or the Collateral Agent arising from
        treasury, depositary and cash management services or in connection with any
        automated clearinghouse transfer of funds, in each case, with respect to
        Loans.

       

      “OFAC”
shall
        have the meaning assigned to such term in Section 3.22.

       

      “Offer
        to Redeem”
shall
        have the meaning assigned to such term in Section 2.10(j).

       

      “Officers’
        Certificate”
shall
        mean a certificate executed by the chairman of the Board of Directors (if
        an
        officer), the chief executive officer or the president and one of the Financial
        Officers, each in his or her official (and not individual)
        capacity.

       

      “Organizational
        Documents”
shall
        mean, with respect to any person, (i) in the case of any corporation, the
        certificate of incorporation and by-laws (or similar documents) of such person,
        (ii) in the case of any limited liability company, the certificate of
        formation and operating agreement (or similar documents) of such person,
        (iii) in the case of any limited partnership, the certificate of formation
        and limited partnership agreement (or similar documents) of such person,
        (iv) in the case of any general partnership, the partnership agreement (or
        similar document) of such person and (v) in any other case, the functional
        equivalent of the foregoing.

       

      “Other
        List”
shall
        have the meaning assigned to such term in Section 6.21.

       

      “Other
        Taxes”
shall
        mean any and all present or future stamp or documentary taxes or any other
        excise or property taxes, charges or similar levies (including all interest,
        fines, penalties and additions to tax and related expenses with regard thereto)
        arising from any payment made or required to be made under any Loan Document
        or
        from the execution, delivery, registration or enforcement of, or otherwise
        with
        respect to, any Loan Document.

       

      “Parent”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Parent
        Consolidated Leverage Ratio”
shall
        mean, at any date of determination, the ratio of Consolidated Indebtedness
        on
        such date to Consolidated EBITDA for the Test Period then most recently ended,
        in each case calculated on a consolidated basis for Parent and its Subsidiaries
        notwithstanding the fact that such definitions and some components thereof
        only
        call for calculations based upon the Borrower and its Subsidiaries.

       

      “Participant”
shall
        have the meaning assigned to such term in Section 11.04(e).

       

      “PBGC”
shall
        mean the Pension Benefit Guaranty Corporation referred to and defined in
        ERISA.

       

      “Perfection
        Certificate”
shall
        mean a certificate in the form of Exhibit L-1
        or any
        other form approved by the Collateral Agent, as the same shall be supplemented
        from time to time by the Closing Date Perfection Certificate Supplement,
        a
        Perfection Certificate Supplement or otherwise.

       

      “Perfection
        Certificate Supplement”
shall
        mean a certificate supplement in the form of Exhibit L-2
        or any
        other form approved by the Collateral Agent.

       

      “Permitted
        Acquisition”
shall
        mean any transaction or series of related transactions for the direct or
        indirect (a) acquisition of all or substantially all of the property of any
        person, or of any business or division of any person; (b) acquisition of in
        excess of 50% of the Equity Interests of any person, and otherwise causing
        such
        person to become a Subsidiary of such person; or (c) merger or
        consolidation or any other combination with any person (other than (x) among
        the
        Borrower and/or its Subsidiaries as permitted by Sections
        6.05(c)
        and
(d)
        and (y)
        between Parent and Holdings or Super Holdings in connection with an IPO),
        if
        each of the following conditions is met:

       

      (i)  no
        Default then exists or would result therefrom;

       

      (ii)  after
        giving effect to such transaction on a Pro Forma Basis, (A) the Borrower
        shall be in compliance with all covenants set forth in Section 6.10
        as of
        the most recent Test Period (assuming, for purposes of Section 6.10,
        that
        such transaction, and all other Permitted Acquisitions consummated since
        the
        first day of the relevant Test Period for each of the financial covenants
        set
        forth in Section 6.10
        ending
        on or prior to the date of such transaction, had occurred on the first day
        of
        such relevant Test Period), and (B) unless expressly approved by the
        Administrative Agent, the person or business to be acquired shall have generated
        positive cash flow for the Test Period most recently ended prior to the date
        of
        consummation of such acquisition;

       

      (iii)  no
        Company shall, in connection with any such transaction, assume or remain
        liable
        with respect to any Indebtedness or other liability (including any material
        tax
        or ERISA liability) of the related seller or the business, person or properties
        acquired, except (A) to the extent permitted under Section 6.01
        and
        (B) obligations not constituting Indebtedness incurred in the ordinary
        course of business and necessary or desirable to the continued operation
        of the
        underlying properties, and any other such liabilities or obligations not
        permitted to be assumed or otherwise supported by any Company hereunder shall
        be
        paid in full or released as to the business, persons or properties being
        so
        acquired on or before the consummation of such acquisition;

       

      (iv)  the
        person or business to be acquired shall be, or shall be engaged in, a


       

      business
        of the type that the Borrower and its Subsidiaries are permitted to be engaged
        in under Section 6.15
        and the
        property acquired in connection with any such transaction shall be made subject
        to the Lien of the Security Documents to the extent required by Section
        5.10
        and
        shall be free and clear of any Liens, other than Permitted Collateral
        Liens;

       

      (v)  the
        Board
        of Directors of the person to be acquired shall not have indicated publicly
        its
        opposition to the consummation of such acquisition (which opposition has
        not
        been publicly withdrawn);

       

      (vi)  all
        transactions in connection therewith shall be consummated in accordance with
        all
        applicable laws of all applicable Governmental Authorities;

       

      (vii)  with
        respect to any transaction involving Acquisition Consideration of more than
        $10.0 million, unless the Administrative Agent shall otherwise agree, the
        Borrower shall have provided the Administrative Agent and the Lenders with
        (A) historical financial statements for the last three fiscal years (or, if
        less, the number of years since formation) of the person or business to be
        acquired (audited if available and, in the case of a transaction involving
        Acquisition Consideration of more than $25.0 million, if available without
        undue
        cost or delay) and unaudited financial statements thereof for the most recent
        interim period which are available, (B) reasonably detailed projections for
        the succeeding five years pertaining to the person or business to be acquired
        and updated projections for the Borrower after giving effect to such
        transaction, (C) a reasonably detailed description of all material
        information relating thereto and copies of all material documentation pertaining
        to such transaction, and (D) all such other information and data relating
        to such transaction or the person or business to be acquired as may be
        reasonably requested by the Administrative Agent or the Required Lenders;
        and

       

      (viii)  at
        least
        5 Business Days prior to the proposed date of consummation of the transaction,
        the Borrower shall have delivered to the Agents and the Lenders an Officers’
Certificate certifying that (A) such transaction complies with this
        definition (which shall have attached thereto reasonably detailed backup
        data
        and calculations showing such compliance), and (B) such transaction could
        not reasonably be expected to result in a Material Adverse Effect.

       

      “Permitted
        Collateral Liens”
means
        (i) Contested Liens (as defined in the Security Agreement), (ii) the
        Liens described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j),
        (k), (m), (n) and (o) of Section
        6.02
        and
        (iii) in the case of Mortgaged Property, “Permitted Collateral Liens” shall
        mean the Liens described in clauses (a), (b), (c), (d), (e), (g), (k) and
        (n) of
Section
        6.02;
        provided,
        however,
        upon
        the Closing Date or upon the date of delivery of each additional Mortgage
        under
Section 5.10
        or
5.11,
        Permitted Collateral Liens shall mean only those Liens set forth in Schedule
        B
        to the applicable Mortgage.

       

      “Permitted
        Hedging Agreement”
shall
        have the meaning assigned to such term in the definition of
“Obligations.”

       

      “Permitted
        Holders”
shall
        mean (1) Sponsor, Caxton Associates, LLC, Caxton-Iseman (Ply Gem) L.P.,
        Frederick J. Iseman, John Wayne, Shawn Poe, Bryan Sveinson, Michael Haley,
        Robert A. Ferris, Steven M. Lefkowitz, Lynn Morstad, John D. Roach, Gary
        Robinette, Jeffrey Klein, John Stephens, Brian Redpath and any other person
        that
        is a controlled Affiliate of any of the foregoing and (2) any Related Party
        of
        any of the foregoing; provided
        that in
        no event shall any operating portfolio company or any holding company for
        any
        operating portfolio company (other than the Borrower) be a Permitted
        Holder.

       

      “Permitted
        Liens”
shall
        have the meaning assigned to such term in Section 6.02.

       

      “Permitted
        Parent Debt”
shall
        have the meaning assigned to such term in Section
        6.01.

       

      “Permitted
        Sale and Leaseback Transaction”
means
        one or more Sale and Leaseback Transactions effected as operating leases
        involving the properties securing the Assumed Debt on February 12, 2004 or
        involving plants located in Calgary, Alberta or Rocky Mount, Virginia;
provided
        that (i)
        at the time of and immediately after giving effect to such Permitted Sale
        and
        Leaseback Transaction and the application of the proceeds thereof, no Default
        shall have occurred and be continuing.

       

      “Permitted
        Tax Distributions”
shall
        mean payments, dividends or distributions by the Borrower to Holdings, Super
        Holdings or Parent or Parent to Holdings or Super Holdings in order to pay
        consolidated or combined federal, state or local taxes not payable directly
        by
        the Borrower or its Subsidiaries which payments by the Borrower are not in
        excess of the tax liabilities that would have been payable by the Borrower
        and
        its Subsidiaries on a stand-alone basis.

       

    

    

      “person”
shall
        mean any natural person, corporation, business trust, joint venture,
        association, company, limited liability company, partnership or government,
        or
        any agency or political subdivision thereof, in any case, whether acting
        in a
        personal, fiduciary or other capacity.

       

      “Plan”
shall
        mean any employee pension benefit plan (other than a Multiemployer Plan)
        subject
        to the provisions of Title IV of ERISA or Section 412 of the Code or
        Section 302 of ERISA which is maintained or contributed to by any Company
        or its ERISA Affiliate or with respect to which any Company could incur
        liability (including under Section 4069 of ERISA). For the avoidance of
        doubt, the term “Plan” shall not include any plan described in the preceding
        sentence that, as of the date of this Agreement and thereafter, is not
        maintained or contributed to by any Company (or their ERISA Affiliates) and
        is
        maintained or contributed to by Alcoa Securities Corporation (or any of its
        ERISA Affiliates) and with respect to which the Company has received an
        indemnification commitment from Alcoa Securities Corporation in respect of
        all
        liabilities associated therewith, whether actual or contingent.

       

      “Ply
        Gem LC Restricted Account”
shall
        mean a restricted deposit account held by the First Lien Collateral Agent
        the
        amounts in which serve to cash collateralize outstanding Letters of Credit
        under
        the First Lien Credit Agreement. 

       

      “PPSA”
shall
        mean the Personal Property Security Act as in effect from time to time (except
        as otherwise specified) in any applicable Province of Canada.

       

      “Preferred
        Stock”
shall
        mean, with respect to any person, any and all preferred or preference Equity
        Interests (however designated) of such person whether now outstanding or
        issued
        after February 12, 2004.

       

      “Preferred
        Stock Issuance”
shall
        mean the issuance or sale by Super Holdings or any of its Subsidiaries of
        any
        Preferred Stock after February 12, 2004 (other than (x) as permitted by
Section 6.01
        or
        (y) any Excluded Issuance).

       

      “Premises”
shall
        have the meaning assigned thereto in the applicable Mortgage.

       

      “Pro
        Forma Basis”
shall
        mean on a basis reasonably satisfactory to the Administrative
        Agent.

       

      “Pro
        Forma Cost Savings”
shall
        mean, with respect to any Test Period, the reductions in costs that occurred
        during the Test Period that are (1) directly attributable to an asset
        acquisition and calculated on a basis that is consistent with Article 11
        of
        Regulation S-X or (2) implemented, committed to be implemented or the
        commencement of implementation of which has begun in good faith by the business
        that was the subject of any such asset acquisition within six months of the
        date
        of the asset acquisition and that are supportable and quantifiable by the
        underlying records of such business, as if, in the case of each of clauses
        (1)
        and (2), all such reductions in costs had been effected as of the beginning
        of
        such period, decreased by any incremental expenses incurred or to be incurred
        during the Test Period in order to achieve such reduction in costs.

       

      “property”
shall
        mean any right, title or interest in or to property or assets of any kind
        whatsoever, whether real, personal or mixed and whether tangible or intangible
        and including Equity Interests or other ownership interests of any person
        and
        whether now in existence or owned or hereafter entered into or acquired,
        including all Real Property.

       

      “Purchase
        Money Obligation”
shall
        mean, for any person, the obligations of such person in respect of Indebtedness
        (including Capital Lease Obligations) incurred for the purpose of financing
        all
        or any part of the purchase price of any property (including Equity Interests
        of
        any person) or the cost of installation, construction or improvement of any
        property and any refinancing thereof; provided,
        however,
        that
        (i) such Indebtedness is incurred within one year after such acquisition
        of such
        property by such person and (ii) the amount of such Indebtedness does not
        exceed
        100% of the cost of such acquisition, installation, construction or improvement,
        as the case may be.

       

      “Qualified
        Capital Stock”
of
        any
        person shall mean any Equity Interests of such person that are not Disqualified
        Capital Stock.

       

      “Real
        Property”
shall
        mean, collectively, all right, title and interest (including any leasehold
        estate) in and to any and all parcels of or interests in real property owned,
        leased or operated by any person, whether by lease, license or other means,
        together with, in each case, all easements, hereditaments and appurtenances
        relating thereto, all improvements and appurtenant fixtures and equipment,
        all
        general intangibles and contract rights and other property and rights incidental
        to the ownership, lease or operation thereof.

       

      “Refinancing”
shall
        mean the repayment in full, and the termination of any commitment to make
        extensions of credit in connection with, all of the outstanding indebtedness
        of
        Parent or any of its Subsidiaries listed on Schedule 1.01(e).

       

      “Register”
shall
        have the meaning assigned to such term in Section 11.04(c).

       

      “Regulation
        D”
shall
        mean Regulation D of the Board as from time to time in effect and all official
        rulings and interpretations thereunder or thereof.

       

      “Regulation
        S-X”
shall
        mean Regulation S-X promulgated under the Securities Act.

       

      “Regulation
        T”
shall
        mean Regulation T of the Board as from time to time in effect and all official
        rulings and interpretations thereunder or thereof.

       

      “Regulation
        U”
shall
        mean Regulation U of the Board as from time to time in effect and all official
        rulings and interpretations thereunder or thereof.

       

      “Regulation
        X”
shall
        mean Regulation X of the Board as from time to time in effect and all official
        rulings and interpretations thereunder or thereof.

       

      “Related
        Party”
shall
        mean, with respect to any person, (1) any controlling stockholder, controlling
        member, general partner, Subsidiary, or spouse or immediate family member
        (in
        the case of an individual), of such person, (2) any estate, trust, corporation,
        partnership or other entity, the beneficiaries, stockholders, partners or
        owners
        of which consist solely of one or more Permitted Holders and/or such other
        persons referred to in the immediately preceding clause (1), or (3) any
        executor, administrator, trustee, manager, director or other similar fiduciary
        of any person referred to in the immediately preceding clause (2), acting
        solely
        in such capacity.

       

      “Release”
shall
        mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
        discharging, injecting, escaping, leaching, dumping, disposing, depositing,
        dispersing, emanating or migrating of any Hazardous Material in, into, onto
        or
        through the Environment.

       

      “Required
        Lenders”
shall
        mean, at any time, Lenders having more than 50% of the sum of all Loans
        outstanding.

       

      “Requirements
        of Law”
shall
        mean, collectively, any and all requirements of any Governmental Authority
        including any and all laws, ordinances, rules, regulations or similar statutes
        or case law.

       

      “Response”
shall
        mean (a) “response” as such term is defined in CERCLA, 42 U.S.C.
§ 9601(24), and (b) all other actions required by any Governmental
        Authority or voluntarily undertaken to (i) clean up, remove, treat, abate
        or in any other way address any Hazardous Material in the environment;
        (ii) prevent the Release or threat of Release, or minimize the further
        Release, of any Hazardous Material; or (iii) perform studies and
        investigations in connection with, or as a precondition to, clause (i) or
        (ii) above.

       

      “Responsible
        Officer”
of
        any
        person shall mean any executive officer or Financial Officer of such person
        and
        any other officer or similar official thereof with responsibility for the
        administration of the obligations of such person in respect of this
        Agreement.

       

      “Restructuring
        Expenses”
shall
        mean losses, expenses and charges incurred in connection with restructuring
        by
        the Borrower and/or one or more of its Subsidiaries, including in connection
        with integration of acquired businesses or persons, disposition of one or
        more
        Subsidiaries or businesses, exiting of one or more lines of businesses and
        relocation or consolidation of facilities, including severance, lease
        termination and other non-ordinary-course, non-operating costs and expenses
        in
        connection therewith.

       

      “Sale
        and Leaseback Transaction”
shall
        have the meaning assigned to such term in Section 6.03.

       

      “SDN
        List”
shall
        have the meaning assigned to such term in Section 6.21.

       

      “Second
        Priority”
shall
        mean, with respect to any Lien purported to be created in any Collateral
        pursuant to any Loan Document, that such Lien is second in priority only
        to the
        Liens created under the First Lien Loan Documents, subject to other Permitted
        Collateral Liens.

       

      “Secured
        Leverage Ratio”
shall
        mean, at any date of determination, the ratio of Consolidated Secured
        Indebtedness on such date to Consolidated EBITDA for the Test Period then
        most
        recently ended.

       

      “Secured
        Parties”
shall
        mean, collectively, the Administrative Agent, the Collateral Agent, each
        other
        Agent, the Lenders and each party to a Permitted Hedging Agreement if such
        person executes and delivers to the Administrative Agent a letter agreement
        in
        form and substance reasonably acceptable to the Administrative Agent pursuant
        to
        which such person (i) appoints the Collateral Agent as its agent under the
        applicable Loan Documents and (ii) agrees to be bound by the provisions of
Sections 11.03
        and
11.09.

       

      “Securities
        Act”
shall
        mean the Securities Act of 1933, as amended.

       

      “Securities
        Collateral”
shall
        have the meaning assigned to such term in the Security Agreement.

       

      “Security
        Agreement”
shall
        mean a Security Agreement substantially in the form of Exhibit M
        among
        the Loan Parties and Collateral Agent for the benefit of the Secured
        Parties.

       

      “Security
        Agreement Collateral”
shall
        mean all property pledged or granted as collateral pursuant to the Security
        Agreement delivered on the Closing Date or thereafter pursuant to Section 5.10.

       

      “Security
        Documents”
shall
        mean the Security Agreement, the Mortgages entered into by the Loan Parties
        and
        each other security document or pledge agreement delivered in accordance
        with
        applicable local or foreign law to grant a valid, perfected security interest
        in
        any property as collateral for the Obligations, and all UCC or other financing
        statements or instruments of perfection required by this Agreement, the Security
        Agreement, any Mortgage or any other such security document or pledge agreement
        to be filed with respect to the security interests in property and fixtures
        created pursuant to the Security Agreement or any Mortgage and any other
        document or instrument utilized to pledge as collateral for the Obligations
        any
        property.

       

      “Senior
        Leverage Ratio”
shall
        mean, at any date of determination, the ratio of Consolidated Senior
        Indebtedness on such date to Consolidated EBITDA for the Test Period then
        most
        recently ended.

       

      “Senior
        Subordinated Note Documents”
shall
        mean the Senior Subordinated Notes, the Senior Subordinated Note Indenture,
        the
        Senior Subordinated Note Guarantees and all other documents executed and
        delivered with respect to the Senior Subordinated Notes or the Senior
        Subordinated Note Indenture.

       

      “Senior
        Subordinated Note Guarantees”
shall
        mean the guarantees of Parent and the Subsidiary Guarantors pursuant to the
        Senior Subordinated Note Indenture.

       

      “Senior
        Subordinated Note Indenture”
shall
        mean the indenture pursuant to which the Senior Subordinated Notes were issued
        as in effect on February 12, 2004.

       

      “Senior
        Subordinated Notes”
shall
        mean the Borrower’s 9.0% Senior Subordinated Notes due 2012 issued pursuant to
        the Senior Subordinated Note Indenture and any registered notes issued by
        the
        Borrower in exchange for, and as contemplated by, such notes with substantially
        identical terms as such notes.

       

      “Sponsor”
shall
        mean Caxton-Iseman Capital, Inc.

       

      “Statutory
        Reserves”
shall
        mean for any Interest Period for any Eurodollar Borrowing, the average maximum
        rate at which reserves (including any marginal, supplemental or emergency
        reserves) are required to be maintained during such Interest Period under
        Regulation D by member banks of the United States Federal Reserve System
        in New
        York City with deposits exceeding one billion dollars against “Eurodollar
        liabilities” (as such term is used in Regulation D). Eurodollar Borrowings shall
        be deemed to constitute Eurodollar liabilities and to be subject to such
        reserve
        requirements without benefit of or credit for proration, exceptions or offsets
        which may be available from time to time to any Lender under Regulation
        D.

       

      “Subordinated
        Indebtedness”
shall
        mean Indebtedness of the Borrower or any Guarantor that is by its terms
        subordinated in right of payment to the Obligations of the Borrower and such
        Guarantor, as applicable, including the Senior Subordinated Notes and the
        New
        Senior Subordinated Notes.

       

      “Subsidiary”
shall
        mean, with respect to any person (the “parent”)
        at any
        date, (i) any person the accounts of which would be consolidated with those
        of the parent in the parent’s consolidated financial statements if such
        financial statements were prepared in accordance with GAAP as of such date
        and
        (ii) any other corporation, limited liability company, association or other
        business entity of which securities or other ownership interests representing
        more than 50% of the voting power of all Equity Interests entitled (without
        regard to the occurrence of any contingency) to vote in the election of the
        Board of Directors thereof are, as of such date, owned, controlled or held
        by
        the parent and/or one or more subsidiaries of the parent. Unless the context
        requires otherwise, “Subsidiary” refers to a Subsidiary of the
        Borrower.

       

      “Subsidiary
        Guarantor”
shall
        mean each Subsidiary listed on Schedule
        1.01(f),
        and
        each other Subsidiary that is or becomes a party to this Agreement pursuant
        to
Section
        5.10.

       

      “Successful
        Syndication”
shall
        have the meaning given to such term in the Fee Letter.

       

      “Super
        Holdings”
shall
        mean Ply Gem Prime Holdings, Inc., a Delaware corporation and the direct
        parent
        company of Holdings.

       

      “Supplemental
        Financing”
shall
        mean the contribution of $32,291,379 million by certain equity investors
        to
        Holdings in return for Equity Interests in Holdings, and the contribution
        of
        such cash by Holdings to Parent in connection with the funding of the MW
        Acquisition.

       

      “Survey”
shall
        mean a survey of any Mortgaged Property (and all improvements 

       

      thereon)
        which is (a) (i) prepared by a surveyor or engineer licensed to perform
        surveys in the jurisdiction where such Mortgaged Property is located,
        (ii) dated (or redated) not earlier than six months prior to the date of
        delivery thereof unless there shall have occurred within six months prior
        to
        such date of delivery any exterior construction on the site of such Mortgaged
        Property or any easement, right of way or other interest in the Mortgaged
        Property has been granted or become effective through operation of law or
        otherwise with respect to such Mortgaged Property which, in either case,
        can be
        depicted on a survey, in which events, as applicable, such survey shall be
        dated
        (or redated) after the completion of such construction or if such construction
        shall not have been completed as of such date of delivery, not earlier than
        20 days prior to such date of delivery, or after the grant or effectiveness
        of any such easement, right of way or other interest in the Mortgaged Property,
        (iii) certified by the surveyor (in a manner reasonably acceptable to the
        Administrative Agent) to the Administrative Agent, the Collateral Agent and
        the
        Title Company, (iv) complying in all respects with the minimum detail
        requirements of the American Land Title Association as such requirements
        are in
        effect on the date of preparation of such survey and (v) sufficient for the
        Title Company to remove all standard survey exceptions from the title insurance
        policy (or commitment) relating to such Mortgaged Property and issue the
        endorsements of the type required by Section 4.01(o)(iii)
        or
        (b) otherwise acceptable to the Collateral Agent.

       

      “Syndication
        Agent”
shall
        have the meaning assigned to such term in the preamble hereto.

       

      “Tax
        Return”
shall
        mean all returns, statements, filings, attachments and other documents or
        certifications required to be filed in respect of Taxes.

       

      “Taxes”
shall
        mean (i) any and all present or future taxes, duties, levies, imposts,
        assessments, deductions, withholdings or other similar charges imposed by
        the
        U.S. Internal Revenue Service or any other taxing authority (whether domestic
        or
        foreign and including any federal, state, U.S. possession, county, local,
        provincial or foreign government or any subdivision or taxing agency thereof),
        whether computed on a separate, consolidated, unitary, combined or other
        basis
        and any and all liabilities (including interest, fines, penalties or additions
        to tax) with respect to the foregoing, and (ii) any transferee, successor,
        joint and several, contractual or other liability (including liability pursuant
        to Treasury Regulation § 1.1502-6 (or any similar provision of state, local
        or non-U.S. law)) in respect of any item described in
        clause (i).

       

      “Test
        Period”
shall
        mean, at any time, the four consecutive fiscal quarters of the Borrower then
        last ended (in each case taken as one accounting period) for which financial
        statements have been or are required to be delivered pursuant to Section 5.01(a)
        or
(b).

       

      “Title
        Company”
shall
        mean any title insurance company as shall be retained by the Borrower and
        reasonably acceptable to the Administrative Agent.

       

      “Title
        Policy”
shall
        have the meaning assigned to such term in Section 4.01(o)(iii).

       

      “Total
        Leverage Ratio”
shall
        mean, at any date of determination, the ratio of Consolidated Indebtedness
        on
        such date to Consolidated EBITDA for the Test Period then most recently
        ended.

       

      “Transferred
        Guarantor”
shall
        have the meaning assigned to such term in Section 7.09.

       

      “Type,”
when
        used in reference to any Loan or Borrowing, refers to whether the rate of
        interest on such Loan, or on the Loans comprising such Borrowing, is determined
        by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

       

      “UCC”
shall
        mean the Uniform Commercial Code as in effect from time to time (except as
        otherwise specified) in any applicable state or jurisdiction.

       

      “United
        States”
shall
        mean the United States of America.

       

      “Voting
        Stock”
shall
        mean, with respect to any person, any class or classes of Equity Interests
        pursuant to which the holders thereof have the general voting power under
        ordinary circumstances to elect at least a majority of the Board of Directors
        of
        such person.

       

      “Wholly
        Owned Subsidiary”
shall
        mean, as to any person, (a) any corporation 100% of whose capital stock
        (other than directors’ qualifying shares) is at the time owned by such person
        and/or one or more Wholly Owned Subsidiaries of such person and (b) any
        partnership, association, joint venture, limited liability company or other
        entity in which such person and/or one or more Wholly Owned Subsidiaries
        of such
        person have a 100% equity interest at such time.

       

      “Withdrawal
        Liability”
shall
        mean liability to a Multiemployer Plan as a result of a complete or partial
        withdrawal from such Multiemployer Plan, as such terms are defined in
        Part I of Subtitle E of Title IV of ERISA.

       

      SECTION
        1.02  Classification
        of Loans and Borrowings.
        For
        purposes of this Agreement, Loans and Borrowings may be classified and referred
        to by Type (e.g., a
        “Eurodollar
        Loan”
and
        “Eurodollar
        Borrowing”).

       

      SECTION
        1.03  Terms
        Generally.
        The
        definitions of terms herein shall apply equally to the singular and plural
        forms
        of the terms defined. Whenever the context may require, any pronoun shall
        include the corresponding masculine, feminine and neuter forms. The words
        “include,” “includes” and “including” shall be deemed to be followed by the
        phrase “without limitation.” The word “will” shall be construed to have the same
        meaning and effect as the word “shall.” Unless the context requires otherwise
        (a) any definition of or reference to any Loan Document, agreement,
        instrument or other document herein shall be construed as referring to such
        agreement, instrument or other document as from time to time amended,
        supplemented or otherwise modified (subject to any restrictions on such
        amendments, supplements or modifications set forth herein), (b) any
        reference herein to any person shall be construed to include such person’s
        successors and assigns, (c) the words “herein,” “hereof” and “hereunder,”
and words of similar import, shall be construed to refer to this Agreement
        in
        its entirety and not to any particular provision hereof and (d) all
        references herein to Articles, Sections, Exhibits and Schedules shall be
        construed to refer to Articles and Sections of, and Exhibits and Schedules
        to,
        this Agreement, unless otherwise indicated.

       

      SECTION
        1.04  Accounting
        Terms; GAAP.
        Except
        as otherwise expressly provided herein, all financial statements to be delivered
        pursuant to this Agreement shall be prepared in accordance with GAAP as in
        effect from time to time and all terms of an accounting or financial nature
        shall be construed and interpreted in accordance with GAAP, as in effect
        on the
        Closing Date unless otherwise agreed to by the Borrower and the Required
        Lenders.

       

      SECTION
        1.05  Resolution
        of Drafting Ambiguities.
        Each
        Loan Party acknowledges and agrees that it was represented by counsel in
        connection with the execution and delivery of the Loan Documents to which
        it is
        a party, that it and its counsel reviewed and participated in the preparation
        and negotiation hereof and thereof and that any rule of construction to the
        effect that ambiguities are to be resolved against the drafting party shall
        not
        be employed in the interpretation hereof or thereof.

       

       

      ARTICLE
        II  

       

      THE
        CREDITS

       

      SECTION
        2.01  Commitments.
        Subject
        to the terms and conditions and relying upon the representations and warranties
        herein set forth, each Lender agrees, severally and not jointly to make a
        Loan
        to the Borrower on the Closing Date in the principal amount not to exceed
        its
        Commitment on the Closing Date.

       

      Amounts
        paid or prepaid in respect of Loans may not be reborrowed. 

       

      SECTION
        2.02  Loans

       

      (a)  Each
        Loan
        shall be made as part of a Borrowing consisting of Loans made by the Lenders
        ratably in accordance with their applicable Commitments; provided
        that the
        failure of any Lender to make any Loan shall not in itself relieve any other
        Lender of its obligation to lend hereunder (it being understood, however,
        that
        no Lender shall be responsible for the failure of any other Lender to make
        any
        Loan required to be made by such other Lender). (x) ABR Loans comprising
        any Borrowing shall be in an aggregate principal amount that is an integral
        multiple of $500,000 and not less than $2.5 million and (y) the Eurodollar
        Loans comprising any Borrowing shall be in an aggregate principal amount
        that is
        an integral multiple of $500,000 and not less than $2.5 million.

       

      (b)  Subject
        to Sections 2.11
        and
2.12,
        each
        Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
        the
        Borrower may request pursuant to Section 2.03.
        Each
        Lender may at its option make any Eurodollar Loan by causing any domestic
        or
        foreign branch or Affiliate of such Lender to make such Loan; provided
        that any
        exercise of such option shall not affect the obligation of the Borrower to
        repay
        such Loan in accordance with the terms of this Agreement. Borrowings of more
        than one Type may be outstanding at the same time; provided
        that the
        Borrower shall not be entitled to request any Borrowing that, if made, would
        result in more than ten Eurodollar Borrowings outstanding hereunder at any
        one
        time. For purposes of the foregoing, Borrowings having different Interest
        Periods, regardless of whether they commence on the same date, shall be
        considered separate Borrowings.

       

      (c)  Each
        Lender shall make each Loan to be made by it hereunder on the proposed date
        thereof by wire transfer of immediately available funds to such account in
        New
        York City as the Administrative Agent may designate not later than 12:00
        noon,
        New York City time, and the Administrative Agent shall promptly credit the
        amounts so received to an account as directed by the Borrower in the applicable
        Borrowing Request maintained with the Administrative Agent or, if a Borrowing
        shall not occur on such date because any condition precedent herein specified
        shall not have been met, return the amounts so received to the respective
        Lenders.

       

      (d)  Unless
        the Administrative Agent shall have received notice from a Lender prior to
        11:00 a.m. on the date of any Borrowing that such Lender will not make
        available to the Administrative Agent such Lender’s portion of such Borrowing,
        the Administrative Agent may assume that such Lender has made such portion
        available to the Administrative Agent on the date of such Borrowing in
        accordance with paragraph (c) above, and the Administrative Agent may, in
        reliance upon such assumption, make available to the Borrower on such date
        a
        corresponding amount. If the Administrative Agent shall have so made funds
        available, then, to the extent that such Lender shall not have made such
        portion
        available to the Administrative Agent, each of such Lender and the Borrower
        severally agrees to repay to the Administrative Agent forthwith on demand
        such
        corresponding amount together with interest thereon, for each day from the
        date
        such amount is made available to the Borrower until the date such amount
        is
        repaid to the Administrative Agent at (i) in the case of the Borrower, the
        interest rate applicable at the time to the Loans comprising such Borrowing
        and
        (ii) in the case of such Lender, the greater of the Federal Funds Effective
        Rate and a rate determined by the Administrative Agent in accordance with
        banking industry rules on interbank compensation. If such Lender shall repay
        to
        the Administrative Agent such corresponding amount, such amount shall constitute
        such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and
        the Borrower’s obligation to repay the Administrative Agent such corresponding
        amount pursuant to this Section 2.02(d)
        shall
        cease.

       

      (e)  Notwithstanding
        any other provision of this Agreement, the Borrower shall not be entitled
        to
        request, or to elect to convert or continue, any Borrowing if the Interest
        Period requested with respect thereto would end after the Maturity
        Date.

       

      SECTION
        2.03  Borrowing
        Procedure

       

      .
        To
        request a Borrowing, the Borrower shall deliver, by hand delivery or telecopy,
        a
        duly completed and executed Borrowing Request to the Administrative Agent
        (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
        York City time, three Business Days before the date of the proposed Borrowing
        or
        (ii)  in the case of an ABR Borrowing, not later than 10:00 a.m., New York
        City time, on the date of the proposed Borrowing. Each Borrowing Request
        shall
        be irrevocable and shall specify the following information in compliance
        with
Section 2.02:

       

      (a)  the
        aggregate amount of such Borrowing;

       

      (b)  the
        date
        of such Borrowing, which shall be a Business Day;

       

      (c)  whether
        such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

       

      (d)  in
        the
        case of a Eurodollar Borrowing, the initial Interest Period to be applicable
        thereto, which shall be a period contemplated by the definition of the term
        “Interest Period”; provided
        that
        until the earlier of (x) the date on which the Syndication Agent shall have
        notified the Borrower that a Successful Syndication has been achieved and
        (y) 60
        days after the Closing Date, the Interest Period for any Loans shall be seven
        days;

       

      (e)  the
        location and number of the Borrower’s account to which funds are to be
        disbursed, which shall comply with the requirements of Section 2.02(c);
        and

       

      (f)  that
        the
        conditions set forth in Section 4.01
        have
        been satisfied as of the date of the notice.

       

      If
        no
        election as to the Type of Borrowing is specified, then the requested Borrowing
        shall be an ABR Borrowing. If no Interest Period is specified with respect
        to
        any requested Eurodollar Borrowing, then the Borrower shall be deemed to
        have
        selected an Interest Period of one month’s duration (subject to the proviso in
        clause (e) above). Promptly following receipt of a Borrowing Request in
        accordance with this Section, the Administrative Agent shall advise each
        Lender
        of the details thereof and of the amount of such Lender’s Loan to be made as
        part of the requested Borrowing.

       

      SECTION
        2.04  Evidence
        of Debt; Repayment of Loans

       

      (a)  The
        Borrower hereby unconditionally promises to pay (i) to the Administrative
        Agent for the account of each Lender, the principal amount of each Loan of
        such
        Lender as provided in Section 2.09.

       

      (b)  Each
        Lender shall maintain in accordance with its usual practice an account or
        accounts evidencing the indebtedness of the Borrower to such Lender resulting
        from each Loan made by such Lender from time to time, including the amounts
        of
        principal and interest payable and paid to such Lender from time to time
        under
        this Agreement.

       

      (c)  The
        Administrative Agent shall maintain accounts in which it will record
        (i) the amount of each Loan made hereunder, the Type thereof and the
        Interest Period applicable thereto; (ii) the amount of any principal or
        interest due and payable or to become due and payable from the Borrower to
        each
        Lender hereunder; and (iii) the amount of any sum received by the
        Administrative Agent hereunder for the account of the Lenders and each Lender’s
        share thereof.

       

      (d)  The
        entries made in the accounts maintained pursuant to paragraphs (b) and (c)
        above shall be prima
        facie
        evidence
        of the existence and amounts of the obligations therein recorded; provided
        that the
        failure of any Lender or the Administrative Agent to maintain such accounts
        or
        any error therein shall not in any manner affect the obligations of the Borrower
        to repay the Loans in accordance with their terms.

       

      (e)  Any
        Lender by written notice to the Borrower (with a copy to the Administrative
        Agent) may request that Loans made by it be evidenced by a promissory note.
        In
        such event, the Borrower shall prepare, execute and deliver to such Lender
        a
        promissory note payable to the order of such Lender (or, if requested by
        such
        Lender, to such Lender and its registered assigns) in the form of Exhibit K.
        Thereafter, the Loans evidenced by such promissory note and interest thereon
        shall at all times (including after assignment pursuant to Section 11.04)
        be
        represented by one or more promissory notes in such form payable to the order
        of
        the payee named therein (or, if such promissory note is a registered note,
        to
        such payee and its registered assigns).

       

      SECTION
        2.05  Fees

       

      (a)  Administrative
        Agent Fees.
        The
        Borrower agrees to pay to the Administrative Agent, for its own account,
        the
        administrative fees set forth in the Fee Letter or such other fees payable
        in
        the amounts and at the times separately agreed upon between the Borrower
        and the
        Administrative Agent (the “Administrative
        Agent Fees”).

       

      (b)  All
        Fees
        shall be paid on the dates due, in immediately available funds, to the
        Administrative Agent for distribution, if and as appropriate, among the Lenders.
        Once paid, none of the Fees shall be refundable under any
        circumstances.

       

      SECTION
        2.06  Interest
        on Loans

       

      (a)  Subject
        to the provisions of Section 2.06(c),
        the
        Loans comprising each ABR Borrowing shall bear interest at a rate per annum
        equal to the Alternate Base Rate plus the Applicable Margin in effect from
        time
        to time.

       

      (b)  Subject
        to the provisions of Section 2.06(c),
        the
        Loans comprising each Eurodollar Borrowing shall bear interest at a rate
        per
        annum equal to the Adjusted LIBOR Rate for the Interest Period in effect
        for
        such Borrowing plus the Applicable Margin in effect from time to
        time.

       

      (c)  Notwithstanding
        the foregoing, if any principal of or interest on any Loan or any fee or
        other
        amount payable by the Borrower hereunder is not paid when due, whether at
        stated
        maturity, upon acceleration or otherwise, such overdue amount shall, to the
        extent permitted by applicable law, bear interest, after as well as before
        judgment, at a rate per annum equal to (i) in the case of overdue principal
        and premium, if any, of or interest on any Loan, 2% plus
        the rate
        otherwise applicable to such Loan as provided in the preceding paragraphs
        of
        this Section
        2.06
        or
        (ii) in the case of any other amount, 2% plus
        the rate
        applicable to ABR Loans as provided in Section 2.06(a)
        (in
        either case, the “Default
        Rate”).
        

       

      (d)  Accrued
        interest on each Loan shall be payable in arrears on each Interest Payment
        Date
        for such Loan; provided
        that
        (i) interest accrued pursuant to Section 2.06(c)
        shall be
        payable on demand, (ii) in the event of any repayment or prepayment of any
        Loan, accrued interest on the principal amount repaid or prepaid shall be
        payable on the date of such repayment or prepayment and (iii) in the event
        of any conversion of any Eurodollar Loan prior to the end of the current
        Interest Period therefor, accrued interest on such Loan shall be payable
        on the
        effective date of such conversion.

       

      (e)  All
        interest hereunder shall be computed on the basis of a year of 360 days,
        except that interest computed by reference to the Alternate Base Rate shall
        be
        computed on the basis of a year of 365 days (or 366 days in a leap
        year), and in each case shall be payable for the actual number of days elapsed
        (including the first day but excluding the last day). The applicable Alternate
        Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative
        Agent
        in accordance with the provisions of this Agreement and such determination
        shall
        be conclusive absent manifest error.

       

      SECTION
        2.07  Termination
        and Reduction of Commitments

       

      The
        Commitments shall automatically terminate at 5:00 p.m., New York City time,
        on
        the Closing Date.

       

      SECTION
        2.08  Interest
        Elections

       

      (a)  Borrowing
        initially shall be of the Type specified in the Borrowing Request and, in
        the
        case of a Eurodollar Borrowing, shall have an initial Interest Period as
        specified in such Borrowing Request. Thereafter, the Borrower may elect to
        convert such Borrowing to a different Type or to continue such Borrowing
        and, in
        the case of a Eurodollar Borrowing, may elect Interest Periods therefor,
        all as
        provided in this Section. The Borrower may elect different options with respect
        to different portions of the Borrowing, in which case each such portion shall
        be
        allocated ratably among the Lenders holding the Loans comprising the Borrowing,
        and the Loans comprising each such portion shall be considered a separate
        Borrowing. Notwithstanding anything to the contrary, the Borrower shall not
        be
        entitled to request any conversion or continuation that, if made, would result
        in more than ten Eurodollar Borrowings outstanding hereunder at any one time.
        Any interest or conversion election pursuant to this Agreement does not
        constitute a new Borrowing but simply an adjustment of the basis on which
        interest payable to the applicable Lenders will be calculated.

       

      (b)  To
        make
        an election pursuant to this Section, the Borrower shall deliver, by hand
        delivery or telecopy, a duly completed and executed Interest Election Request
        to
        the Administrative Agent not later than the time that a Borrowing Request
        would
        be required under Section 2.03
        if the
        Borrower were requesting a Borrowing of the Type resulting from such election
        to
        be made on the effective date of such election. Each Interest Election Request
        shall be irrevocable.

       

      (c)  Each
        Interest Election Request shall specify the following information in compliance
        with Section 2.02:

       

      (i)  if
        different options are being elected with respect to different portions of
        the
        Borrowing, or if outstanding Borrowings are being combined, allocation to
        each
        resulting Borrowing (in which case the information to be specified pursuant
        to
        clauses (iii) and (iv) below shall be specified for each resulting
        Borrowing);

       

      (ii)  the
        effective date of the election made pursuant to such Interest Election Request,
        which shall be a Business Day;

       

      (iii)  whether
        the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
        and

       

      (iv)  if
        the
        resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
        applicable thereto after giving effect to such election, which shall be a
        period
        contemplated by the definition of the term “Interest Period”; provided
        that
        until the earlier of (x) the date on which the Syndication Agent shall have
        notified the Borrower that a Successful Syndication has been achieved and
        (y) 60
        days after the Closing Date, the Interest Period for Loans shall be seven
        days.

       

      If
        any
        such Interest Election Request requests a Eurodollar Borrowing but does not
        specify an Interest Period, then the Borrower shall be deemed to have selected
        an Interest Period of one month’s duration (subject to the proviso in
        clause (iv) above).

       

      (d)  Promptly
        following receipt of an Interest Election Request, the Administrative Agent
        shall advise each Lender of the details thereof and of such Lender’s portion of
        each resulting Borrowing.

       

      (e)  If
        an
        Interest Election Request with respect to a Eurodollar Borrowing is not timely
        delivered prior to the end of the Interest Period applicable thereto, then,
        unless such Borrowing is repaid as provided herein, at the end of such Interest
        Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
        any contrary provision hereof, if an Event of Default has occurred and is
        continuing, the Administrative Agent or the Required Lenders may require,
        by
        notice to the Borrower, that (i) no outstanding Borrowing may be converted
        to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
        Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of
        the
        Interest Period applicable thereto.

       

      SECTION
        2.09  Repayment
        of Borrowings.
        To the
        extent not previously paid, all Loans shall be due and payable on the Maturity
        Date.

       

      SECTION
        2.10  Optional
        and Mandatory Prepayments of Loans and Mandatory Offers to
        Redeem.

       

      (a)  Optional
        Prepayments.
        Subject
        to Section
        2.10(k),
        the
        Borrower shall have the right at any time and from time to time to prepay
        any
        Borrowing made by the Borrower, in whole or in part, subject to the requirements
        of this Section 2.10;
        provided
        that
        each partial prepayment shall be in an amount that is an integral multiple
        of
        $500,000 and not less than $2.5 million.

       

      (b)  Asset
        Sales.
        Subject
        to Section
        2.10(k),
        (I)not
        later
        than three Business Days following the receipt of any Net Cash Proceeds from
        an
        Asset Sale pursuant to Section
        6.06(b)
        or
(h),
        the
        Borrower shall make an Offer to Redeem the maximum principal amount of
        Borrowings that may be redeemed by applying an amount equal to 100% of such
        Net
        Cash Proceeds to such Offer to Redeem in accordance with Sections 2.10(h),
        (i)
        and
(j).

       

      (II) Not
        later
        than three Business Days following the receipt of any Net Cash Proceeds of
        any
        Asset Sale (other than a Permitted Sale and Leaseback Transaction or an Asset
        Sale pursuant to Section
        6.06(b)
        or
(h))
        by
        Parent, the Borrower or any Subsidiary, the Borrower shall make an Offer
        to
        Redeem the maximum principal amount of Borrowings that may be redeemed by
        applying an amount equal to 100% of such Net Cash Proceeds to make redemptions
        in accordance with Sections 2.10(h),
        (i)
        and
(j);
        provided,
        in each
        case, that:

       

      (i)  so
        long
        as no Default shall then exist or would arise therefrom, no such Offer to
        Redeem
        shall be required under this Section 2.10(b)(II)(i)
        with
        respect to (A) any Asset Sale permitted by Section 6.06(a),
        (B) the disposition of property which constitutes a Casualty Event, or
        (C) Asset Sales for fair market value resulting in no more than $750,000 in
        Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less
        than $5.0 million in Net Cash Proceeds in any fiscal year; provided
        that
        clause (C) shall not apply in the case of any Asset Sale described in
        clause (b) of the definition thereof or to an Asset Sale pursuant to
Section
        6.06(h);
        and

       

      (ii)  so
        long
        as no Default shall then exist or would arise therefrom and the aggregate
        of Net
        Cash Proceeds of Asset Sales shall not exceed $50.0 million in any fiscal
        year
        of the Borrower (not including for purposes of this limit only, Net Cash
        Proceeds of Permitted Sale and Leaseback Transactions or an Asset Sale pursuant
        to Section 6.06(h)),
        no
        Offer to Redeem shall be required on such date to the extent that (A) the
        Borrower shall have delivered an Officers’ Certificate to the Administrative
        Agent on or prior to such date stating that such Net Cash Proceeds are expected
        to be reinvested in fixed or capital assets within 365 days following the
        date of such Asset Sale (which Officers’ Certificate shall set forth the
        estimates of the proceeds to be so expended); and (B) all Net Cash Proceeds
        in respect of all Asset Sales (other than those referred to in clause (C)
        of Section 2.10(b)(II)(i))
        in
        excess of $30.0 million in the aggregate at any time shall be held in the
        applicable Collateral Account and released therefrom only in accordance with
        the
        provisions of Article IX;
        provided
        that if
        all or any portion of such Net Cash Proceeds is not so reinvested within
        such
        365-day period, such unused portion shall be applied to make an Offer to
        Redeem
        on the last day of such period as provided in this Section 2.10(b)(II);
        and
provided,
        further,
        that if
        the property subject to such Asset Sale constituted Collateral, then all
        property purchased with the Net Cash Proceeds thereof pursuant to this
        subsection shall be made subject to the Lien of the applicable Security
        Documents in favor of the Collateral Agent, for its benefit and for the benefit
        of the other Secured Parties in accordance with Sections 5.10
        and
5.11.

       

       

               
(c)   Debt
        Issuance.
        Subject
        to Section
        2.10(k),
        not
        later than one Business Day following the receipt of any Net Cash Proceeds
        of
        any Debt Issuance by Parent, the Borrower or any of its Subsidiaries, the
        Borrower shall make an Offer to Redeem the maximum principal amount of
        Borrowings that
        may
        be redeemed by applying an amount equal to 100% of such Net Cash Proceeds
        to
        make redemptions in accordance with Sections 2.10(h),
        (i)
        and
(j).

    

    
       

      (d)  Equity
        Issuance or Preferred Stock Issuance.
        Subject
        to Section
        2.10(k),
        not
        later than one Business Day following the receipt of any Net Cash Proceeds
        of
        any Equity Issuance, the Borrower shall apply an amount equal to 50% of such
        Net
        Cash Proceeds to make prepayments in accordance with Sections 2.10(h)
        and
(i).
        Not
        later than one Business Day following the receipt of any Net Cash Proceeds
        of
        any Preferred Stock Issuance by Holdings, Parent, Super Holdings, the Borrower
        or any of its Subsidiaries, the Borrower shall apply an amount equal to 100%
        of
        such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h)
        and
(i).

       

      (e)  Casualty
        Events.
        Subject
        to Section
        2.10(k),
        not
        later than one Business Day following the receipt of any Net Cash Proceeds
        from
        a Casualty Event by Parent, the Borrower or any of its Subsidiaries, the
        Borrower shall make an Offer to Redeem the maximum principal amount of
        Borrowings that may be redeemed by applying an amount equal to 100% of such
        Net
        Cash Proceeds to make redemptions in accordance with Sections 2.10(h),
        (i)
        and
(j);
        provided,
        in each
        case, that:

       

      (i)  so
        long
        as no Default shall then exist or arise therefrom, no Offer to Redeem shall
        be
        required on such date to the extent that the Borrower shall have delivered
        an
        Officers’ Certificate to the Administrative Agent on or prior to such date
        stating that such proceeds are expected to be used to repair, replace or
        restore
        any property in respect of which such Net Cash Proceeds were paid or to invest
        in other fixed or capital assets, no later than 365 days (or such longer
        period as may be approved by the Administrative Agent) following the date
        of
        receipt of such proceeds; provided
        that if
        the property subject to such Casualty Event constituted Collateral under
        the
        Security Documents, then all property purchased with the Net Cash Proceeds
        thereof pursuant to this subsection shall be made subject to the Lien of
        the
        applicable Security Documents in favor of the Collateral Agent, for its benefit
        and for the benefit of the other Secured Parties in accordance with Sections 5.10
        and
5.11;

       

      (ii)  all
        Net
        Cash Proceeds in respect of all Casualty Events in excess of $15.0 million
        in the aggregate shall be held in the applicable Collateral Account and released
        therefrom only in accordance with the provisions of Article IX;
        and

       

      (iii)  if
        any
        portion of such Net Cash Proceeds shall not be so applied within such 365-day
        (or longer) period, such unused portion shall be applied to make an Offer
        to
        Redeem on the last day of such period as provided in this Section 2.10(e).

       

      (f)  Excess
        Cash Flow.
        Subject
        to Section
        2.10(k),
        no
        later than the earlier of (i) 90 days after the end of each Excess
        Cash Flow Period and (ii) the date on which the financial statements with
        respect to such fiscal year in which such Excess Cash Flow Period occurs
        are
        delivered pursuant to Section 5.01(a),
        the
        Borrower shall make prepayments in accordance with Sections 2.10(h)
        and
(i)
        in an
        aggregate amount equal to the excess of (x) 50% of Excess Cash Flow for the
        Excess Cash Flow Period then ended over (y) any voluntary principal prepayments
        of Loans; provided
        that
        only 25% of Excess Cash Flow for the Excess Cash Flow Period then ended need
        be
        applied pursuant to this Section
        2.10(f)
        if the
        Senior Leverage Ratio is less than 1.5:1.0 as of the end of such Excess Cash
        Flow Period.

       

      (g)  Prepayment
        Premium.
        Upon
        prepayment of Loans (in whole or in part, including pursuant to a refinancing
        thereof) at any time on or prior to the second anniversary of the Closing
        Date
        pursuant to Section
        2.10(a)
        through
2.10(d),
        the
        Borrower shall pay a premium equal to (x) 2.00% of the principal amount prepaid,
        if such prepayment is made on or prior to the first anniversary of the Closing
        date and (y) 1.00% of the principal amount prepaid, if such prepayment is
        made
        after the first anniversary of the Closing Date and on or prior to the second
        anniversary of the Closing Date.

       

      (h)  Application
        of Prepayments and Redemptions.
        

       

      (i)  Prior
        to
        any optional (subject to Section 2.10(a))
        or
        mandatory prepayment or redemption pursuant to any Offer to Redeem hereunder,
        the Borrower shall select the Borrowing or Borrowings to be prepaid or redeemed
        and shall specify such selection in the notice of such prepayment or Offer
        to
        Redeem pursuant to Section 2.10(i),
        subject
        to the provisions of this Section 2.10(h).
        

       

      (ii)  Amounts
        to be applied pursuant to this Section 2.10
        to the
        prepayment or redemption of Loans shall be applied, as applicable, first
        to
        reduce outstanding ABR Loans. Any amounts remaining after each such application
        shall be applied to prepay or redeem Eurodollar Loans. Notwithstanding the
        foregoing, if the amount of any prepayment of Loans required under this
Section 2.10
        shall be
        in excess of the amount of the ABR Loans at the time outstanding (an
“Excess
        Amount”),
        only
        the portion of the amount of such prepayment or redemption as is equal to
        the
        amount of such outstanding ABR Loans shall be immediately prepaid or redeemed
        and, at the election of the Borrower, the balance of such required prepayment
        shall be either (A) deposited in the applicable Collateral Account and
        applied to the prepayment or redemption of Eurodollar Loans on the last day
        of
        the then next-expiring Interest Period for Eurodollar Loans; provided
        that
        (i) interest in respect of such Excess Amount shall continue to accrue
        thereon at the rate provided hereunder for the Loans which such Excess Amount
        is
        intended to repay until such Excess Amount shall have been used in full to
        repay
        such Loans and (ii) at any time while a Default has occurred and is
        continuing, the Administrative Agent may, and upon written direction from
        the
        Required Lenders shall, apply any or all proceeds then on deposit in either
        Collateral Account to the payment of such Loans in an amount equal to such
        Excess Amount or (B) prepaid immediately, together with any amounts owing
        to the Lenders under Section 2.13.

       

      (i)  Notice
        of Prepayment or Offer to Redeem.
        The
        Borrower shall notify the Administrative Agent by written notice of any
        prepayment or Offer to Redeem hereunder (i) in the case of prepayment of a
        Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
        Business Days before the date of prepayment, (ii) in the case of prepayment
        of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business
        Day before the date of prepayment and (iii) in the case of an Offer to
        Redeem, five Business Days prior to the proposed date of redemption. Each
        such
        notice shall be irrevocable. Each such notice shall specify the prepayment
        or
        redemption date, the principal amount of each Borrowing or portion thereof
        to be
        prepaid or redeemed and, in the case of a mandatory prepayment or Offer to
        Redeem, a reasonably detailed calculation of the amount of such prepayment.
        Promptly following receipt of any such notice, the Administrative Agent shall
        advise the Lenders of the contents thereof. Such notice to the Lenders may
        be by
        electronic communication. Each partial prepayment or Offer to Redeem of any
        Borrowing shall be in an amount that would be permitted in the case of a
        Credit
        Extension of the same Type as provided in Section 2.02,
        except
        as necessary to apply fully the required amount of a mandatory prepayment.
        Each
        prepayment or Offer to Redeem of a Borrowing shall be applied ratably to
        the
        Loans included in the prepaid Borrowing and otherwise in accordance with
        this
Section 2.10.
        Prepayments and Offers to Redeem shall be accompanied by accrued interest
        to the
        extent required by Section 2.06.
        The
        Administrative Agent shall advise the Borrower if an Offer to Redeem is accepted
        or declined by the Lenders on the Business Day prior to the proposed redemption
        date. If an Offer to Redeem is declined all funds that were to be used to
        redeem
        Borrowings shall revert to the Borrower.

       

      (j)  Mandatory
        Offers to Redeem.
        When
        required by Sections 2.10(b),
        (c)
        and
(e),
        the
        Borrower shall make an offer to redeem Borrowings made by the Borrower in
        accordance with the terms of Section 2.10(i),
        which
        offer may be accepted or declined by the Lenders in accordance with Section 11.02(e)
        (an
“Offer
        to Redeem”).
        If
        any Offer to Redeem is accepted, all redemptions shall be made in accordance
        with Section 2.10(h).

       

      (k)  Compliance
        with First Lien Credit Agreement.
        Notwithstanding anything to the contrary, (i) no prepayments of Loans shall
        be
        required or permitted pursuant to this Section
        2.10
        if such
        prepayment is prohibited by the First Lien Credit Agreement and (ii) no
        prepayments of Loans shall be required pursuant to Section 2.10(b), (c),
        (d) or
        (e) except to the extent of the amount of Net Cash Proceeds or Excess Cash
        Flow,
        as the case may be, required to be applied toward such prepayment remaining
        after the Discharge of First Lien Obligations or the waiver of prepayment
        obligations under the First Lien Credit Agreement (it being understood that
        amounts actually applied toward prepayment of First Lien Obligations
        (accompanied in the case of revolving loans (including swingline loans) by
        permanent reduction in commitments under the First Lien Credit Agreement)
        shall
        reduce the amount required to be applied toward prepayments hereunder).


       

      SECTION
        2.11  Alternate
        Rate of Interest.
        If
        prior to the commencement of any Interest Period for a Eurodollar
        Borrowing:

       

      (a)  the
        Administrative Agent determines (which determination shall be final and
        conclusive absent manifest error) that adequate and reasonable means do not
        exist for ascertaining the Adjusted LIBOR Rate for such Interest Period;
        or

       

      (b)  the
        Administrative Agent is advised in writing by the Required Lenders that the
        Adjusted LIBOR Rate for such Interest Period will not adequately and fairly
        reflect the cost to such Lenders of making or maintaining their Loans included
        in such Borrowing for such Interest Period;

       

      then
        the
        Administrative Agent shall give written notice thereof to the Borrower and
        the
        Lenders as promptly as practicable thereafter and, until the Administrative
        Agent notifies the Borrower and the Lenders that the circumstances giving
        rise
        to such notice no longer exist (which the Administrative Agent agrees to
        use its
        commercially reasonable efforts to do promptly after it learns such
        circumstances cease to exist), (i) any Interest Election Request that
        requests the conversion of any Borrowing to, or continuation of any Borrowing
        as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing
        Request requests a Eurodollar Borrowing, such Borrowing shall be made as
        an ABR
        Borrowing.

       

      SECTION
        2.12  Increased
        Costs

       

      (a)  If
        any
        Change in Law shall:

       

      (i)  impose,
        modify or deem applicable any reserve, special deposit or similar requirement
        against property of, deposits with or for the account of, or credit extended
        by,
        any Lender (except any such reserve requirement reflected in the Adjusted
        LIBOR
        Rate); or

       

      (ii)  impose
        on
        any Lender or the London interbank market any other condition or expense
        affecting this Agreement or Eurodollar Loans made by such Lender;

       

      and
        the
        result of any of the foregoing shall be to increase the cost to such Lender
        of
        making or maintaining any Eurodollar Loan (or of maintaining its obligation
        to
        make any such Loan) or to increase the cost to such Lender or such Lender’s
        holding company, if any, or to reduce the amount of any sum received or
        receivable by such Lender hereunder (whether of principal, interest or
        otherwise), then the Borrower will pay to such Lender such additional amount
        or
        amounts as will compensate such Lender for such additional costs incurred
        or
        reduction suffered, it being understood that, to the extent duplicative of
        the
        provisions of Section 2.15,
        this
Section 2.12
        shall
        not apply to Taxes.

       

      (b)  If
        any
        Lender determines (in good faith, but in its sole absolute discretion) that
        any
        Change in Law regarding capital requirements has or would have the effect
        of
        reducing the rate of return on such Lender’s capital or on the capital of such
        Lender’s holding company, if any, as a consequence of this Agreement or the
        Loans made by such Lender to a level below that which such Lender or such
        Lender’s holding company could have achieved but for such Change in Law (taking
        into consideration such Lender’s policies and the policies of such Lender’s
        holding company with respect to capital adequacy), then from time to time
        the
        Borrower will pay to such Lender such additional amount or amounts as will
        compensate such Lender or such Lender’s holding company for any such reduction
        suffered.

       

      (c)  A
        certificate of a Lender setting forth in reasonable detail the amount or
        amounts
        necessary to compensate such Lender or its holding company, as the case may
        be,
        as specified in paragraph (a) or (b) of this Section 2.12
        shall be
        delivered to the Borrower (with a copy to the Administrative Agent) and shall
        be
        conclusive and binding absent manifest error. The Borrower shall pay such
        Lender
        the amount shown as due on any such certificate within 10 days after
        receipt thereof.

       

      (d)  Failure
        or delay on the part of any Lender to demand compensation pursuant to this
        Section 2.12
        shall
        not constitute a waiver of such Lender’s right to demand such compensation;
provided
        that the
        Borrower shall not be required to compensate a Lender pursuant to this Section
        for any increased costs or reductions incurred more than 180 days prior to
        the date that such Lender notifies the Borrower of the Change in Law giving
        rise
        to such increased costs or reductions and of such Lender’s intention to claim
        compensation therefor; provided,
        further,
        that,
        if the Change in Law giving rise to such increased costs or reductions is
        retroactive, then the 180-day period referred to above shall not begin earlier
        than the date of effectiveness of the Change in Law.

       

      SECTION
        2.13  Breakage
        Payments.
        In the
        event of (a) the payment or prepayment, whether optional or mandatory, of
        any principal of any Eurodollar Loan earlier than the last day of an Interest
        Period applicable thereto (including as a result of an Event of Default),
        (b) the conversion of any Eurodollar Loan earlier than the last day of the
        Interest Period applicable thereto, (c) the failure to borrow, convert,
        continue or prepay any Loan on the date specified in any notice delivered
        pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than
        the last day of the Interest Period applicable thereto as a result of a request
        by the Borrower pursuant to Section 2.16,
        then,
        in any such event, the Borrower shall compensate each Lender for the loss
        (other
        than lost profit or spread), cost and expense attributable to such event.
        In the
        case of a Eurodollar Loan, such loss, cost or expense to any Lender shall
        be
        deemed to include an amount determined by such Lender to be the excess, if
        any,
        of (i) the amount of interest which would have accrued on the principal
        amount of such Loan had such event not occurred, at the Adjusted LIBOR Rate
        that
        would have been applicable to such Loan, for the period from the date of
        such
        event to the last day of the then current Interest Period therefor (or, in
        the
        case of a failure to borrow, convert or continue, for the period that would
        have
        been the Interest Period for such Loan), over (ii) the amount of interest
        which would accrue on such principal amount for such period at the interest
        rate
        which such Lender would bid were it to bid, at the commencement of such period,
        for dollar deposits of a comparable amount and period from other banks in
        the
        Eurodollar market. A certificate of any Lender setting forth in reasonable
        detail any amount or amounts that such Lender is entitled to receive pursuant
        to
        this Section 2.13
        shall be
        delivered to the Borrower (with a copy to the Administrative Agent) and shall
        be
        conclusive and binding absent manifest error. The Borrower shall pay such
        Lender
        the amount shown as due on any such certificate within 5 days after receipt
        thereof.

       

      SECTION
        2.14  Payments
        Generally; Pro Rata Treatment; Sharing of Setoffs

       

      (a)  The
        Borrower shall make each payment required to be made by it hereunder or under
        any other Loan Document (whether of principal, interest, fees or Reimbursement
        Obligations, or of amounts payable under Section 2.12,
        2.13
        or
2.15,
        or
        otherwise) on or before the time expressly required hereunder or under such
        other Loan Document for such payment (or, if no such time is expressly required,
        prior to 2:00 p.m., New York City time), on the date when due, in immediately
        available funds, without setoff, deduction or counterclaim. Any amounts received
        after such time on any date may, in the discretion of the Administrative
        Agent,
        be deemed to have been received on the next succeeding Business Day for purposes
        of calculating interest thereon. All such payments shall be made to the
        Administrative Agent at its offices at 677 Washington Boulevard, Stamford,
        Connecticut, except that payments pursuant to Sections 2.12,
        2.13,
        2.15
        and
11.03
        shall be
        made directly to the persons entitled thereto and payments pursuant to other
        Loan Documents shall be made to the persons specified therein. The
        Administrative Agent shall distribute any such payments received by it for
        the
        account of any other person to the appropriate recipient promptly following
        receipt thereof. If any payment under any Loan Document shall be due on a
        day
        that is not a Business Day, unless specified otherwise, the date for payment
        shall be extended to the next succeeding Business Day, and, in the case of
        any
        payment accruing interest, interest thereon shall be payable for the period
        of
        such extension. All payments under each Loan Document shall be made in dollars,
        except as expressly specified otherwise.

       

      (b)  If
        at any
        time insufficient funds are received by and available to the Administrative
        Agent to pay fully all amounts of principal, interest and fees then due
        hereunder, such funds shall be applied (i) first,
        towards
        payment of interest and fees then due hereunder, ratably among the parties
        entitled thereto in accordance with the amounts of interest and fees then
        due to
        such parties, and (ii) second,
        towards
        payment of principal then due hereunder, ratably among the parties entitled
        thereto in accordance with the amounts of principal then due to such
        parties.

       

      (c)  Subject
        to the terms of the Intercreditor Agreement, if any Lender shall, by exercising
        any right of setoff or counterclaim or otherwise (including by exercise of
        its
        rights under Section 9.1
        of the
        Security Agreement), obtain payment in respect of any principal of or interest
        on any of its Loans resulting in such Lender receiving payment of a greater
        proportion of the aggregate amount of its Loans and accrued interest thereon
        than the proportion received by any other Lender, then the Lender receiving
        such
        greater proportion shall purchase (for cash at face value) participations
        in the
        Loans of other Lenders to the extent necessary so that the benefit of all
        such
        payments shall be shared by the Lenders ratably in accordance with the aggregate
        amount of principal of and accrued interest on their respective Loans;
provided
        that
        (i) if any such participations are purchased and all or any portion of the
        payment giving rise thereto is recovered, such participations shall be rescinded
        and the purchase price restored to the extent of such recovery, without
        interest, and (ii) the provisions of this paragraph shall not be construed
        to apply to any payment made by the Borrower pursuant to and in accordance
        with
        the express terms of this Agreement or any payment obtained by a Lender as
        consideration for the assignment of or sale of a participation in any of
        its
        Loans to any assignee or participant, other than to the Borrower or any of
        its
        Subsidiaries or Affiliates (as to which the provisions of this paragraph
        shall
        apply). Each Loan Party consents to the foregoing and agrees, to the extent
        it
        may effectively do so under applicable law, that any Lender acquiring a
        participation pursuant to the foregoing arrangements may exercise against
        such
        Loan Party rights of setoff and counterclaim with respect to such participation
        as fully as if such Lender were a direct creditor of such Loan Party in the
        amount of such participation. If under applicable bankruptcy, insolvency
        or any
        similar law any Secured Party receives a secured claim in lieu of a setoff
        or
        counterclaim to which this Section 2.14(c)
        applies,
        such Secured Party shall to the extent practicable, exercise its rights in
        respect of such secured claim in a manner consistent with the rights to which
        the Secured Party is entitled under this Section 2.14(c)
        to
        share in the benefits of the recovery of such secured claim.

       

      (d)  Unless
        the Administrative Agent shall have received notice from the Borrower prior
        to
        the date on which any payment is due to the Administrative Agent for the
        account
        of the Lenders hereunder that the Borrower will not make such payment, the
        Administrative Agent may assume that the Borrower has made such payment on
        such
        date in accordance herewith and may, in reliance upon such assumption,
        distribute to the Lenders the amount due. In such event, if the Borrower
        has not
        in fact made such payment, then each of the Lenders severally agrees to repay
        to
        the Administrative Agent forthwith on demand the amount so distributed to
        such
        Lender with interest thereon, for each day from and including the date such
        amount is distributed to it to but excluding the date of payment to the
        Administrative Agent, at the greater of the Federal Funds Effective Rate
        and a
        rate determined by the Administrative Agent in accordance with banking industry
        rules on interbank compensation.

       

      (e)  If
        any
        Lender shall fail to make any payment required to be made by it pursuant
        to
Section 2.02(c),
        2.14(d)
        or
11.03(d),
        then
        the Administrative Agent may, in its discretion (notwithstanding any contrary
        provision hereof), apply any amounts thereafter received by the Administrative
        Agent for the account of such Lender to satisfy such Lender’s obligations under
        such Sections until all such unsatisfied obligations are fully
        paid.

       

      SECTION
        2.15  Taxes

       

      (a)  Any
        and
        all payments by or on account of any obligation of the Borrower hereunder
        or
        under any other Loan Document shall be made without setoff, counterclaim
        or
        other defense and free and clear of and without deduction or withholding
        for any
        and all Indemnified Taxes; provided
        that if
        the Borrower or any Secured Party shall be required by law to deduct or pay
        any
        Indemnified Taxes from or in respect of such payments, then (i) the sum
        payable shall be increased as necessary so that after making or allowing
        for all
        required deductions and payments (including deductions, withholdings or payments
        applicable to additional sums payable under this Section 2.15)
        the
        Administrative Agent or any Lender, as the case may be, receives an amount
        equal
        to the sum it would have received had no such deductions, withholdings or
        payments been required, (ii) the Borrower shall make such deductions or
        withholdings, as are required to be made by it and (iii) the Borrower shall
        pay the full amount deducted or withheld by it to the relevant Governmental
        Authority in accordance with applicable law.

       

      (b)  In
        addition, the Borrower shall pay any Other Taxes to the relevant Governmental
        Authority in accordance with applicable law.

       

      (c)  The
        Borrower shall indemnify the Administrative Agent and each Lender, within
        10
        Business Days after written demand therefor, for the full amount of any
        Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
        Lender, as the case may be, on or with respect to any payment by or on account
        of any obligation of the Borrower hereunder or under any other Loan Document,
        or
        otherwise with regard to any Loan Document, (including Indemnified Taxes
        or
        Other Taxes imposed or asserted on or attributable to amounts payable under
        this
Section 2.15)
        and any
        penalties, interest and reasonable expenses arising therefrom or with respect
        thereto, whether or not such Indemnified Taxes or Other Taxes were correctly
        or
        legally imposed or asserted by the relevant Governmental Authority. A
        certificate as to the amount of such payment or liability delivered to the
        Borrower by a Lender or by the Administrative Agent on its own behalf or
        on
        behalf of a Lender, shall be conclusive absent manifest error.

       

      (d)  As
        soon
        as practicable after any payment of Indemnified Taxes or Other Taxes and
        in any
        event within 30 days of any such payment being due, by the Borrower to a
        Governmental Authority, the Borrower shall deliver to the Administrative
        Agent
        the original or a certified copy of a receipt issued by such Governmental
        Authority evidencing such payment, a copy of the return reporting such payment
        or other evidence of such payment reasonably satisfactory to the Administrative
        Agent.

       

      (e)  Each
        Foreign Lender shall deliver to the
        Borrower and
        the
Administrative
        Agent two
        copies of either
        U.S. Internal Revenue Service Form W-8BEN or
        Form
        W-8ECI,
        or, in
        the case of
        a
        Foreign Lender claiming exemption from
        U.S.
        federal withholding tax under
        Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest”,
        a
        statement substantially in the form of Exhibit Q and a
        Form
        W-8BEN,
        or any
        subsequent versions thereof or successors thereto, properly completed and
        duly
        executed by such Foreign Lender claiming complete exemption from, or a reduced
        rate of,
        U.S.
        federal withholding tax on
        all
        payments by the Borrower under this Agreement and the other Loan Documents.
        Such
        forms shall be delivered by each Foreign
        Lender on
        or
        before the date it becomes a party to this Agreement. In addition, each Foreign
        Lender shall deliver such forms within ten
        (10)
        Business Days after receipt of a written notification from the Borrower that
        any
        form previously delivered by such Foreign Lender is invalid or is due to
        expire
        or to become obsolete. Each Foreign Lender shall promptly notify the Borrower
        at any time it determines that it is no longer in a position to provide any
        previously delivered certificate to the Borrower
        (or any other form of certification adopted by the U.S. taxing authorities
        for
        such purpose). Notwithstanding any other provision of this paragraph, a Foreign
        Lender shall not be required to deliver any form pursuant to this paragraph
        that
        such Foreign Lender is not legally able to deliver.

       

      (f)  If
        the
        Administrative Agent or a Lender determines in its reasonable discretion
        that it
is
        entitled to claim
        a refund
        of any Indemnified Taxes or Other Taxes as to which it has been indemnified
        by
        the Borrower or with respect to which the Borrower has paid additional amounts
        pursuant to this Section 2.15,
        it
promptly
        shall
        notify
        the Borrower of the availability of
        such
        refund claim.
        Upon receipt of a written request from the Borrower, such Administrative
        Agent
        or Lender shall use reasonable efforts to file a timely claim to such taxation
        authority for such refund, solely at the Borrower’s expense. If the
        Administrative Agent or a Lender receives a refund
        (including pursuant
        to
a
        claim
        for refund
        made
        pursuant
        to the preceding sentence)
        or
in
        respect
of any
        Indemnified Taxes or Other Taxes with
        respect
        to
        which
        the Borrower has paid additional amounts pursuant to this Section 2.15,
        it
        shall within 30 days from the date of such receipt pay over the amount
        of
        such
        refund
        to the
        Borrower,
        net of
        all reasonable
        out-of-pocket
        expenses of such
        Administrative Agent or Lender (as determined in the Administrative Agent’s or
        Lender’s reasonable discretion) and without interest (other than interest paid
        by the relevant taxation authority
        with
        respect to such refund); provided,
        however,
        that
        (i) the Borrower, upon the request of the Administrative Agent or such Lender
        (or assignee), agrees to repay the amount paid over to the Borrower
        (plus
        any
        penalties, interest or other charges (including Taxes) imposed by the relevant
        Governmental Authority) to the Administrative Agent or such Lender (or assignee)
        within a reasonable time (not to exceed 20 days) after receipt of written
        notice that the Administrative Agent or such Lender (or assignee) is required
        to
        repay such refund to such Governmental Authority and (ii) such
        Administrative Agent or Lender shall not be required to make any payment
        under
        this Section
        2.15(f)
        if an
        Event of Default shall have occurred and be continuing.
        Nothing
        contained in this Section 2.15(f)
        shall
        require the Administrative Agent or any Lender (or assignee) to make available
        its Tax Returns or any other information which it deems confidential to the
        Borrower or any other person. Notwithstanding anything to the contrary, in
        no
        event will any Lender be required to pay any amount to the Borrower the payment
        of which would place such Lender in a less favorable net after-tax position
        than
        such Lender would have been in if the additional amounts giving rise to such
        refund of any Indemnified Taxes had never been paid.

       

      (g)  The
        Administrative Agent and each Lender agrees, upon written request from the
        Borrower, to use reasonable efforts (subject to overall policy considerations
        of
        the Administrative Agent or such Lender, as the case may be, and legal and
        regulatory restrictions) to avoid or minimize any amounts that might otherwise
        be payable by the Borrower pursuant to this Section
        2.15;
        provided that such effort shall not impose on the Administrative Agent or
        any
        Lender any additional costs or any other economic, legal, regulatory or other
        disadvantage, as determined in the Administrative Agent’s or such Lender’s sole
        discretion; provided, further, that nothing in this Section
        2.15(g)
        shall
        affect or postpone any of the obligations of the Borrower or the rights of
        any
        Administrative Agent or Lender pursuant to this Section
        2.15.

       

      (h)  The
        agreements in this Section shall survive the termination of this Agreement
        and
        the payment of the Loans and all other amounts payable hereunder.

       

      SECTION
        2.16  Mitigation
        of Obligations; Replacement of Lenders

       

      (a)  Mitigation
        of Obligations.
        If any
        Lender requests compensation under Section 2.12,
        or if
        the Borrower is required to pay any additional amount to any Lender or any
        Governmental Authority for the account of any Lender pursuant to Section 2.15,
        then
        such Lender shall use reasonable efforts to designate a different lending
        office
        for funding or booking its Loans hereunder or to assign its rights and
        obligations hereunder to another of its offices, branches or affiliates,
        if, in
        the reasonable judgment of such Lender, such designation or assignment
        (i) would eliminate or reduce amounts payable pursuant to Section 2.12
        or
2.15,
        as the
        case may be, in the future and (ii) would not subject such Lender to any
        unreimbursed cost or expense and would not otherwise be disadvantageous to
        such
        Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
        incurred by any Lender in connection with any such designation or assignment.
        A
        certificate setting forth such costs and expenses in reasonable detail submitted
        by such Lender to the Administrative Agent shall be conclusive absent manifest
        error.

       

      (b)  Replacement
        of Lenders.
        If any
        Lender requests compensation under Section 2.12,
        or if
        the Borrower is required to pay any additional amount to any Lender or any
        Governmental Authority for the account of any Lender pursuant to Section 2.15,
        or any
        Lender is a non-consenting Lender under Section 11.02(c),
        or if
        any Lender defaults in its obligation to fund Loans hereunder, then the Borrower
        may, at its sole expense and effort (including any processing and recordation
        fee required to be paid in accordance with Section
        11.04
        hereto),
        upon notice to such Lender and the Administrative Agent, require such Lender
        to
        assign and delegate, without recourse (in accordance with and subject to
        the
        restrictions contained in Section 11.04),
        all of
        its interests, rights and obligations under this Agreement to an assignee
        selected by the Borrower that shall assume such obligations (which assignee
        may
        be another Lender, if a Lender accepts such assignment); provided
        that
        (i) the Borrower shall have received the prior written consent of the
        Administrative Agent, which consent shall not unreasonably be withheld,
        (ii) such Lender shall have received payment of an amount equal to the
        outstanding principal of its Loans, accrued interest thereon, accrued fees
        and
        all other amounts payable to it hereunder (assuming for this purpose that
        the
        Loans of such Lender were being prepaid) from the assignee (to the extent
        of
        such outstanding principal and accrued interest and fees) or the Borrower
        (in
        the case of all other amounts) and (iii) in the case of any such assignment
        resulting from a claim for compensation under Section 2.12
        or
        payments required to be made pursuant to Section 2.15,
        such
        assignment will result in a material reduction in such compensation or payments.
        A Lender shall not be required to make any such assignment and delegation
        if,
        prior thereto, as a result of a waiver by such Lender or otherwise, the
        circumstances entitling the Borrower to require such assignment and delegation
        cease to apply.

       

       

      ARTICLE
        III  

       

      REPRESENTATIONS
        AND WARRANTIES

       

      Each
        Loan
        Party represents and warrants to the Administrative Agent, the Collateral
        Agent
        and each of the Lenders (with references to the Companies being references
        thereto after giving effect to the Alcoa Acquisition Transactions unless
        otherwise expressly stated) that:

       

      SECTION
        3.01  Organization;
        Powers.
        Each
        Company (a) is duly organized and validly existing under the laws of the
        jurisdiction of its organization, (b) has all requisite power and authority
        to carry on its business as now conducted and to own and lease its property
        and
        (c) is qualified and in good standing (to the extent such concept is
        applicable in the applicable jurisdiction) to do business in every jurisdiction
        where such qualification is required, except in such jurisdictions where
        the
        failure to so qualify or be in good standing, individually or in the aggregate,
        could not reasonably be expected to result in a Material Adverse Effect.
        There
        is no existing default under any Organizational Document of any Company or
        any
        event which, with the giving of notice or passage of time or both, would
        constitute a default by any party thereunder.

       

      SECTION
        3.02  Authorization;
        Enforceability.
        The
        Alcoa Acquisition Transactions to be entered into by each Loan Party are
        within
        such Loan Party’s powers and have been duly authorized by all necessary action
        on the part of such Loan Party. This Agreement has been duly executed and
        delivered by each Loan Party and constitutes, and each other Loan Document
        to
        which any Loan Party is to be a party, when executed and delivered by such
        Loan
        Party, will constitute, a legal, valid and binding obligation of such Loan
        Party, enforceable in accordance with its terms, subject to applicable
        bankruptcy, insolvency, reorganization, moratorium or other laws affecting
        creditors’ rights generally and subject to general principles of equity,
        regardless of whether considered in a proceeding in equity or at
        law.

       

      SECTION
        3.03  No
        Conflicts.
        Except
        as set forth on Schedule 3.03,
        the
        Alcoa Acquisition Transactions (a) do not require any consent or approval
        of, registration or filing with, or any other action by, any Governmental
        Authority, except (i) such as have been obtained or made and are in full
        force and effect, (ii) filings necessary to perfect Liens created by the
        Loan Documents and (iii) consents, approvals, registrations, filings,
        permits or actions the failure to obtain or perform which could not reasonably
        be expected to result in a Material Adverse Effect, (b) will not violate
        the Organizational Documents of any Company or any law, judgment, decree
        or
        order of any Governmental Authority, (c) will not violate or result in a
        default or require any consent or approval under any indenture, agreement,
        Organizational Document or other instrument binding upon any Company or its
        property, or give rise to a right thereunder to require any payment to be
        made
        by any Company, except for violations, defaults or the creation of such rights
        that could not reasonably be expected to result in a Material Adverse Effect,
        and (d) will not result in the creation or imposition of any Lien on any
        property of any Company, except Liens created by the Loan Documents and
        Permitted Liens.

       

      SECTION
        3.04  Financial
        Statements; Projections

       

      (a)  The
        Borrower has, prior to the Closing Date, delivered to the Lenders the
        consolidated balance sheets of Alcoa (i) as of December 31, 2004 and December
        31, 2005 and related statements of income, stockholders’ equity and cash flows
        of Alcoa for the fiscal years ended December 31, 2003, December 31, 2004
        and
        December 31, 2005, audited by and accompanied by the unqualified opinion
        (other
        than the qualification related to adoption by Alcoa of first-in, first-out
        method of accounting on January 1, 2003) of PricewaterhouseCoopers LLP,
        independent public accountants and (ii) unaudited consolidated balance sheets
        and related statements of income, stockholders’ equity and cash flows of Alcoa
        prepared in accordance with GAAP (except as set forth in the Alcoa Purchase
        Agreement) for each fiscal period ending after December 31, 2005 and prior
        to 30
        days prior to the Closing Date and for the comparable periods of the preceding
        fiscal year, in each case to the extent available. Such financial statements
        have been prepared in accordance with GAAP (except as set forth in the Alcoa
        Purchase Agreement) consistently applied and present fairly, in all material
        respects, the financial position of Alcoa as of the dates indicated and the
        results of operations for the periods then ended. Except
        as
        set forth in such financial statements, there are no liabilities of Alcoa
        of any
        kind, whether accrued, contingent, absolute, determined, determinable or
        otherwise, which could reasonably be expected to result in a Material Adverse
        Effect, and there is no existing condition, situation or set of circumstances
        which could reasonably be expected to result in such a liability, other than
        liabilities under the Loan Documents, the First Lien Loan Documents, the
        Senior
        Subordinated Note Documents and the New Senior Subordinated Note
        Documents.

       

      (b)  the
        Borrower has, prior to the Closing Date, delivered to the Lenders the Borrower’s
        unaudited pro
        forma
        statement of income and pro
        forma
        EBITDA
        for the fiscal year ended December 31, 2005, and for the six-month period
        ended
        July 1, 2006, as well as its pro
        forma
        consolidated balance sheet as of July 1, 2006, in each case after giving
        effect to the Alcoa Acquisition Transactions as if they had occurred on such
        date in the case of the balance sheet and as of the beginning of all periods
        presented in the case of the statement of income. Such pro
        forma
        financial statements have been prepared in good faith by the Loan Parties,
        based
        on the assumptions stated therein (which assumptions are believed by the
        Loan
        Parties on the date hereof and on the Closing Date to be reasonable), are
        based
        on the best information available to the Loan Parties as of the date of delivery
        thereof, accurately reflect all adjustments required to be made to give effect
        to the Alcoa Acquisition Transactions, and present fairly in all material
        respects the pro
        forma
        consolidated financial position and results of operations of the Borrower
        as of
        such date and for such periods, assuming that the Alcoa Acquisition Transactions
        had occurred at such dates.

       

      (c)  The
        forecasts of financial performance of Parent and its subsidiaries furnished
        to
        the Lenders have been prepared in good faith by the Borrower and based on
        assumptions believed by the Borrower to be reasonable.

       

      (d)  Since
        December 31, 2005, there has been no event, change, circumstance or occurrence
        that, individually or in the aggregate, has had or could reasonably be expected
        to result in a Material Adverse Effect.

       

      SECTION
        3.05  Properties

       

      (a)  Each
        Company has good title to, or valid leasehold interests in, all its property
        material to its business, free and clear of all Liens except for, in the
        case of
        Collateral, Permitted Collateral Liens and, in the case of all other material
        property, Permitted Liens and minor irregularities or deficiencies in title
        that, individually or in the aggregate, do not interfere with its ability
        to
        conduct its business as currently conducted or to utilize such property for
        its
        intended purpose. The property of the Companies, taken as a whole, (i) is
        in good operating order, condition and repair (ordinary wear and tear excepted),
        except to the extent that the failure to be in such condition could not
        reasonably be expected to result in a Material Adverse Effect, and
        (ii) constitutes all the property which is required for the business and
        operations of the Companies as presently conducted.

       

      (b)  Schedule 3.05(b)
        contains
        a true and complete list of each interest in Real Property (i) owned by any
        Company as of the date hereof, and describes the type of interest therein
        held
        by such Company and (ii) leased, subleased or otherwise occupied or
        utilized by any Company, as lessee, sublessee, franchisee or licensee, as
        of the
        date hereof and describes the type of interest therein held by such Company
        and
        whether such lease, sublease or other instrument requires the consent of
        the
        landlord thereunder or other parties thereto to the Alcoa Acquisition
        Transactions.

       

      (c)  No
        Company has received any notice of, nor has any knowledge of, the occurrence
        or
        pendency or contemplation of any Casualty Event in excess of $7.5 million
        affecting all or any portion of its property. No Mortgage encumbers improved
        Real Property that is located in an area that has been identified by the
        Secretary of Housing and Urban Development as an area having special flood
        hazards within the meaning of the National Flood Insurance Act of 1968 unless
        flood insurance available under such act has been obtained in accordance
        with
Section
        5.04.

       

      (d)  Each
        Company owns or has rights to use all of the Collateral and all material
        rights
        with respect to any of the foregoing used in, necessary for or material to
        each
        Company’s business as currently conducted. The use by each Company of such
        Collateral and all such rights with respect to the foregoing do not infringe
        on
        the rights of any person other than such infringement which could not,
        individually or in the aggregate, reasonably be expected to result in a Material
        Adverse Effect. No claim has been made and remains outstanding that any
        Company’s use of any Collateral does or may violate the rights of any third
        party that could, individually or in the aggregate, reasonably be expected
        to
        result in a Material Adverse Effect.

       

      (e)  The
        Equipment of each Company is in good repair, working order and condition,
        reasonable wear and tear excepted. Each Company shall cause the Equipment
        to be
        maintained and preserved in good repair, working order and condition, reasonable
        wear and tear excepted, and shall as quickly as commercially practicable
        make or
        cause to be made all repairs, replacements and other improvements which are
        necessary or appropriate in the conduct of each Company’s business.

       

      SECTION
        3.06  Intellectual
        Property

       

      (a)  Ownership/No
        Claims.
        Each
        Loan Party owns, or is licensed to use, all patents, patent applications,
        trademarks, trade names, servicemarks, copyrights, technology, trade secrets,
        proprietary information, domain names, know-how and processes necessary for
        the
        conduct of its business as currently conducted (the “Intellectual
        Property”),
        except for those the failure to own or license which, individually or in
        the
        aggregate, could not reasonably be expected to result in a Material Adverse
        Effect. No claim has been asserted and is pending by any person challenging
        or
        questioning the use of any such Intellectual Property or the validity or
        effectiveness of any such Intellectual Property, nor does any Loan Party
        know of
        any valid basis for any such claim. To the knowledge of the Loan Parties,
        the
        use of such Intellectual Property by each Loan Party does not infringe the
        rights of any person, except for such claims and infringements that,
        individually or in the aggregate, could not reasonably be expected to result
        in
        a Material Adverse Effect.

       

      (b)  Registrations.
        Except
        pursuant to licenses and other user agreements entered into by each Loan
        Party
        in the ordinary course of business (including those that are listed in
Schedules
        14(a)
        and
14(b)
        to the
        Perfection Certificate), on and as of the date hereof (i) each Loan Party
        owns and possesses the right to use, and has taken no affirmative action
        to
        authorize or enable any other person to use, any copyright, patent or trademark
        (as such terms are defined in the Security Agreement) listed in Schedules
        14(a)
        and
14(b)
        to the
        Perfection Certificate and (ii) to the knowledge of the Loan Parties, all
        issuances and registrations listed in Schedules
        14(a)
        and
14(b)
        to the
        Perfection Certificate are valid and in full force and effect.

       

      (c)  No
        Violations or Proceedings.
        To each
        Loan Party’s knowledge, on and as of the date hereof, there is no material
        violation by others of any right of such Loan Party with respect to any
        copyright, patent or trademark listed in Schedules
        14(a)
        and
14(b)
        to the
        Perfection Certificate, respectively, pledged by it under the name of such
        Loan
        Party.

       

      SECTION
        3.07  Equity
        Interests and Subsidiaries

       

      (a)  Schedule 3.07(a)
        sets
        forth a list of (i) all the Subsidiaries of Super Holdings and their
        jurisdiction of organization as of the Closing Date and (ii) the number of
        each class of its Equity Interests authorized, and the number outstanding,
        on
        the Closing Date and the number of shares covered by all outstanding options,
        warrants, rights of conversion or purchase and similar rights at the Closing
        Date. All Equity Interests of each Company owned by Parent and its Subsidiaries
        are duly and validly issued and are fully paid and non-assessable, and, other
        than the Equity Interests of the Borrower, are owned by the Borrower, directly
        or indirectly through Subsidiaries. All Equity Interests of the Borrower
        are
        owned directly by Parent (or, after an IPO, the IPO Entity) and, prior to
        an
        IPO, all Equity Interests of Parent are owned directly by Holdings and all
        Equity Interests of Holdings are owned directly by Super Holdings. Each Loan
        Party is the record and beneficial owner of, and has good and marketable
        title
        to, the Equity Interests pledged by it under the Security Agreement and the
        First Lien Security Documents, free of any and all Liens, rights or claims
        of
        other persons, except the security interest created by the Security Agreement
        and the security interest created by the First Lien Security Documents, and
        there are no outstanding warrants, options or other rights to purchase, or
        shareholder, voting trust or similar agreements outstanding with respect
        to, or
        property that is convertible into, or that requires the issuance or sale
        of, any
        such Equity Interests.

       

      (b)  No
        consent of any person including any other general or limited partner, any
        other
        member of a limited liability company, any other shareholder or any other
        trust
        beneficiary is necessary or reasonably desirable (from the perspective of
        a
        secured party) in connection with the creation, perfection or first priority
        status of the security interest of the Collateral Agent in any Equity Interests
        pledged to the Collateral Agent for the benefit of the Secured Parties under
        the
        Security Agreement or the exercise by the Collateral Agent of the voting
        or
        other rights provided for in the Security Agreement or the exercise of remedies
        in respect thereof.

       

      (c)  An
        accurate organization chart, showing the ownership structure of Parent, the
        Borrower and each Subsidiary on the Closing Date, and after giving effect
        to the
        Alcoa Acquisition Transactions, is set forth on Schedule 3.07(c).

       

      SECTION
        3.08  Litigation;
        Compliance with Laws

       

      (a)  There
        are
        no actions, suits or proceedings at law or in equity by or before any
        Governmental Authority now pending or, to the knowledge of any Company,
        threatened against or affecting any Company or any business, property or
        rights
        of any Company (i) that involve any Loan Document or any of the Alcoa
        Acquisition Transactions or (ii) as to which there is a reasonable
        possibility of an adverse determination and that, if adversely determined,
        could
        reasonably be expected, individually or in the aggregate, to result in a
        Material Adverse Effect.

       

      (b)  Except
        for matters covered by Section 3.18,
        no
        Company or any of its property is in violation of, nor will the continued
        operation of its property as currently conducted violate, any Requirements
        of
        Law (including any zoning or building ordinance, code or approval or any
        building permits) or any restrictions of record or agreements affecting any
        Company’s Real Property or is in default with respect to any judgment, writ,
        injunction, decree, rule or order of any Governmental Authority, where such
        violation or default, individually or in the aggregate, could reasonably
        be
        expected to result in a Material Adverse Effect.

       

      SECTION
        3.09  Agreements

       

      (a)  No
        Company is a party to any agreement or instrument or subject to any corporate
        or
        other constitutional restriction that has resulted or could reasonably be
        expected to result in a Material Adverse Effect.

       

      (b)  No
        Company is in default in any manner under any provision of any indenture
        or
        other agreement or instrument evidencing Indebtedness, or any other agreement
        or
        instrument to which it is a party or by which it or any of its property is
        or
        may be bound, where such default could reasonably be expected to result in
        a
        Material Adverse Effect, and no condition exists which, with the giving of
        notice or the lapse of time or both, would constitute such a
        default.

       

      (c)  Schedule 3.09(c)
        accurately and completely lists all material agreements (other than leases
        of
        Real Property set forth on Schedule 3.05(b))
        to
        which any Company is a party which are in effect on the date hereof in
        connection with the operation of the business conducted thereby and the Borrower
        has delivered to the Administrative Agent complete and correct copies of
        all
        such material agreements, including any amendments, supplements or modifications
        with respect thereto, and as of the date hereof all such agreements are in
        full
        force and effect.

       

      SECTION
        3.10  Federal
        Reserve Regulations

       

      (a)  No
        Company is engaged principally, or as one of its important activities, in
        the
        business of extending credit for the purpose of buying or carrying Margin
        Stock.

       

      (b)  No
        part
        of the proceeds of any Loan will be used, whether directly or indirectly,
        and
        whether immediately, incidentally or ultimately, for any purpose that entails
        a
        violation of, or that is inconsistent with, the provisions of the regulations
        of
        the Board, including Regulation T, U or X. The pledge of the Securities
        Collateral pursuant to the Security Agreement does not violate such
        regulations.

       

      SECTION
        3.11  Investment
        Company Act; Public Utility Holding Company Act.
        No
        Company is (a) an “investment company” or a company “controlled” by a
        person required to register as an “investment company,” as defined in, or
        subject to regulation under, the Investment Company Act of 1940, as amended,
        or
        (b) a “holding company,” an “affiliate” of a “holding company” or a
“subsidiary company” of a “holding company,” as defined in, or subject to
        regulation under, the Public Utility Holding Company Act of 1935, as
        amended.

       

      SECTION
        3.12  Use
        of Proceeds.
        The
        Borrower will use the proceeds of the Loans extended on the Closing Date
        to
        effect the Alcoa Acquisition and to pay related fees and expenses.

       

      SECTION
        3.13  Taxes.
        Each
        Company has (a) timely filed or caused to be timely filed all federal Tax
        Returns and all state, local and foreign Tax Returns or materials required
        to
        have been filed by it and all such Tax Returns are true and correct in all
        material respects and (b) duly and timely paid, collected or remitted or
        caused to be duly and timely paid, collected or remitted all Taxes (whether
        or
        not shown on any Tax Return) due and payable, collectible or remittable by
        it
        and all assessments received by it, except Taxes (i) that are being
        contested in good faith by appropriate proceedings and for which such Company
        has set aside on its books adequate reserves in accordance with GAAP and
        (ii) which could not, individually or in the aggregate, have a Material
        Adverse Effect. Each Company has made adequate provision in accordance with
        GAAP
        for all Taxes not yet due and payable. Each Company is unaware of any proposed
        or pending tax assessments, deficiencies or audits that could be reasonably
        expected to, individually or in the aggregate, result in a Material Adverse
        Effect. No Company has ever been a party to any understanding or arrangement
        constituting a “tax shelter” within the meaning of Section 6111(c), Section
        6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever “participated” in
        a “reportable transaction” within the meaning of Treasury Regulation Section
        1.6011-4, except as could not be reasonably expected to, individually or
        in the
        aggregate, result in a Material Adverse Effect.

       

      SECTION
        3.14  No
        Material Misstatements.
        No
        information, report, financial statement, certificate, Borrowing Request,
        exhibit or schedule furnished by or on behalf of any Company to the
        Administrative Agent or any Lender in connection with the negotiation of
        any
        Loan Document or included therein or delivered pursuant thereto (including
        the
        Confidential Information Memorandum), taken as a whole, contained or contains
        any material misstatement of fact or omitted or omits to state any material
        fact
        necessary to make the statements therein, in the light of the circumstances
        under which they were or are made, not misleading as of the date such
        information is dated or certified; provided
        that to
        the extent any such information, report, financial statement, exhibit or
        schedule was based upon or constitutes a forecast or projection, each Company
        represents only that it acted in good faith and utilized reasonable assumptions
        and due care in the preparation of such information, report, financial
        statement, exhibit or schedule.

       

      SECTION
        3.15  Labor
        Matters.
        As of
        the date hereof there are no strikes, lockouts or slowdowns against any Company
        pending or, to the knowledge of any Company, threatened. The hours worked
        by and
        payments made to employees of any Company have not been in violation of the
        Fair
        Labor Standards Act of 1938, as amended, or any other applicable federal,
        state,
        local or foreign law dealing with such matters in any manner which could
        reasonably be expected to result in a Material Adverse Effect. All payments
        due
        from any Company, or for which any claim may be made against any Company,
        on
        account of wages and employee health and welfare insurance and other benefits,
        have been paid or accrued as a liability on the books of such Company except
        where the failure to do so could not reasonably be expected to result in
        a
        Material Adverse Effect. The consummation of the Alcoa Acquisition Transactions
        will not give rise to any right of termination or right of renegotiation
        on the
        part of any union under any collective bargaining agreement to which any
        Company
        is bound.

       

      SECTION
        3.16  Solvency.
        Immediately after the consummation of the Alcoa Acquisition Transactions
        to
        occur on the Closing Date and immediately following the making of each Loan
        and
        after giving effect to the application of the proceeds of each Loan,
        (a) the fair value of the properties of each Loan Party (individually and
        on a consolidated basis with its Subsidiaries) will exceed its debts and
        liabilities, subordinated, contingent or otherwise; (b) the present fair
        saleable value of the property of each Loan Party (individually and on a
        consolidated basis with its Subsidiaries) will be greater than the amount
        that
        will be required to pay the probable liability of its debts and other
        liabilities, subordinated, contingent or otherwise, as such debts and other
        liabilities become absolute and matured; (c) each Loan Party (individually
        and on a consolidated basis with its Subsidiaries) will be able to pay its
        debts
        and liabilities, subordinated, contingent or otherwise, as such debts and
        liabilities become absolute and matured; and (d) each Loan Party
        (individually and on a consolidated basis with its Subsidiaries) will not
        have
        unreasonably small capital with which to conduct its business in which it
        is
        engaged as such business is now conducted and is proposed to be conducted
        following such date or Loan.

       

      SECTION
        3.17  Employee
        Benefit Plans

       

      (a)  Except
        as
        could not reasonably be expected, individually or in the aggregate, to have
        a
        Material Adverse Effect, each Company and its ERISA Affiliates is in compliance
        with the applicable provisions of ERISA and the Code and the regulations
        and
        published interpretations thereunder. No ERISA Event has occurred or is
        reasonably expected to occur that, when taken together with all other such
        ERISA
        Events, could reasonably be expected to result in a Material Adverse Effect
        or
        the imposition of a Lien on any of the property of any Company. The present
        value of all accumulated benefit obligations of all underfunded Plans (based
        on
        the assumptions used for purposes of Statement of Financial Accounting Standards
        No. 87) did not, as of the date of the most recent financial statements
        reflecting such amounts, exceed by more than $10.0 million the fair market
        value
        of the property of all such underfunded Plans. Except as set forth on
Schedule
        3.17,
        using
        actuarial assumptions and computation methods consistent with subpart I of
        subtitle E of Title IV of ERISA, the aggregate liabilities of each Company
        or
        its ERISA Affiliates to all Multiemployer Plans in the event of a complete
        withdrawal therefrom, as of the close of the most recent fiscal year of each
        such Multiemployer Plan, could not reasonably be expected to result in a
        Material Adverse Effect.

       

      (b)  Except
        as
        could not reasonably be expected, individually or in the aggregate, to have
        a
        Material Adverse Effect, to the extent applicable, each Foreign Plan has
        been
        maintained in substantial compliance with its terms and with the requirements
        of
        any and all applicable laws, statutes, rules, regulations and orders and
        has
        been maintained, where required, in good standing with applicable regulatory
        authorities. No Company has incurred any material unpaid obligation in
        connection with the termination of or withdrawal from any Foreign Plan. Except
        as could not reasonably be expected, individually or in the aggregate, to
        have a
        Material Adverse Effect, the present value of the accrued benefit liabilities
        (whether or not vested) under each Foreign Plan which is funded, determined
        as
        of the end of the most recently ended fiscal year of the respective Company
        on
        the basis of actuarial assumptions, each of which is reasonable, did not
        exceed
        the current value of the property of such Foreign Plan, and for each Foreign
        Plan which is not funded, the obligations of such Foreign Plan are properly
        accrued.

       

      SECTION
        3.18  Environmental
        Matters

       

      (a)  Except
        as
        set forth in Schedule 3.18
        and
        except as, individually or in the aggregate, could not reasonably be expected
        to
        result in a Material Adverse Effect:

       

      (i)  The
        Companies and their businesses, operations and Real Property are and in the
        last
        six years have been in compliance with, and the Companies have no liability
        under, Environmental Law;

       

      (ii)  The
        Companies have obtained all Environmental Permits required for the conduct
        of
        their businesses and operations, and the ownership, operation and use of
        their
        property, under Environmental Law, all such Environmental Permits are valid
        and
        in good standing;

       

      (iii)  There
        has
        been no Release or threatened Release of Hazardous Material on, at, under
        or
        from any Real Property or facility presently or formerly owned, leased or
        operated by the Companies or their predecessors in interest that could result
        in
        liability by the Companies under Environmental Law;

       

      (iv)  There
        is
        no Environmental Claim pending or, to the knowledge of the Companies, threatened
        against the Companies, or relating to the Real Property currently or formerly
        owned, leased or operated by the Companies or relating to the operations
        of the
        Companies, and to the knowledge of the Companies, there are no actions,
        activities, circumstances, conditions, events or incidents that could form
        the
        basis of such an Environmental Claim;

       

      (v)  No
        person
        with an indemnity or contribution obligation to the Companies relating to
        compliance with or liability under Environmental Law is in default with respect
        to such obligation; and 

       

      (vi)  No
        Company is obligated to perform any action or otherwise incur any expense
        under
        Environmental Law pursuant to any order, decree, judgment or agreement by
        which
        it is bound or has assumed by contract or agreement, and no Company is
        conducting or financing any Response pursuant to any Environmental Law with
        respect to any Real Property or any other location.

       

      (b)  Except
        as
        set forth in Schedule 3.18:

       

      (i)  No
        Real
        Property or facility owned, operated or leased by the Companies and, to the
        knowledge of the Companies, no Real Property or facility formerly owned,
        operated or leased by the Companies or any of their predecessors in interest
        is
        (i) listed or proposed for listing on the National Priorities List
        promulgated pursuant to CERCLA or (ii) listed on the Comprehensive
        Environmental Response, Compensation and Liability Information System
        promulgated pursuant to CERCLA or (iii) included on any similar list
        maintained by any Governmental Authority including any such list relating
        to
        petroleum;

       

      (ii)  No
        Lien
        has been recorded or, to the knowledge of any Company, threatened under any
        Environmental Law with respect to any Real Property or property of the
        Companies;

       

      (iii)  The
        execution, delivery and performance of this Agreement and the consummation
        of
        the transactions contemplated hereby will not require any notification,
        registration, filing, reporting, disclosure, investigation, remediation or
        cleanup pursuant to any Governmental Real Property Disclosure Requirements
        or
        any other Environmental Law; and

       

      (iv)  The
        Companies have made available to the Lenders all material records and files
        in
        the possession, custody or control of, or otherwise reasonably available
        to, the
        Companies concerning compliance with or liability under Environmental Law,
        including those concerning the existence of Hazardous Material at Real Property
        or facilities currently or formerly owned, operated, leased or used by the
        Companies.

       

      SECTION
        3.19  Insurance.
        Schedule 3.19
        sets
        forth a true, complete and correct description of all insurance maintained
        by
        each Company as of the Closing Date. All insurance maintained by the Companies
        is in full force and effect, all premiums have been duly paid, no Company
        has
        received notice of violation or cancellation thereof, the Premises, and the
        use,
        occupancy and operation thereof, comply in all material respects with all
        Insurance Requirements, and there exists no material default under any Insurance
        Requirement. Each Company has insurance in such amounts and covering such
        risks
        and liabilities as are customary for companies of a similar size engaged
        in
        similar businesses in similar locations.

       

      SECTION
        3.20  Security
        Documents

       

      (a)  The
        Security Agreement is effective to create in favor of the Collateral Agent
        for
        the benefit of the Secured Parties, legal, valid and enforceable Liens on,
        and
        security interests in, the Security Agreement Collateral and (i) when
        financing statements and other filings in appropriate form are filed in the
        offices specified on Schedule 7
        to the
        Perfection Certificate and (ii) upon the taking of possession or control by
        the Collateral Agent of the Security Agreement Collateral with respect to
        which
        a security interest may be perfected only by possession or control (which
        possession or control shall be given to the Collateral Agent to the extent
        possession or control by the Collateral Agent is required by the Security
        Agreement), the Liens created by the Security Agreement shall constitute
        fully
        perfected Second Priority Liens on, and security interests in, all right,
        title
        and interest of the grantors thereunder in the Security Agreement Collateral
        (other than (A) the Intellectual Property Collateral (as defined in the Security
        Agreement) and (B) such Security Agreement Collateral in which a security
        interest cannot be perfected under the UCC as in effect at the relevant time
        in
        the relevant jurisdiction), in each case subject to no Liens other than
        Permitted Collateral Liens. Prior to the Discharge of First Lien Obligations,
        delivery of such Collateral to the First Lien Collateral Agent shall be deemed
        delivery to the Collateral Agent.

       

      (b)  When
        the
        Security Agreement or a short form thereof is filed in the United States
        Patent
        and Trademark Office and the United States Copyright Office, the Liens created
        by such Security Agreement shall constitute fully perfected Second Priority
        Liens on, and security interests in, all right, title and interest of the
        grantors thereunder in the Intellectual Property Collateral (as defined in
        such
        Security Agreement) in which a security interest may be perfected under
        applicable U.S. law, in each case subject to no Liens other than Permitted
        Collateral Liens.

       

      (c)  Each
        Mortgage granted by a Loan Party is effective to create, in favor of the
        Collateral Agent, for its benefit and the benefit of the Secured Parties,
        legal,
        valid and enforceable Second Priority Liens on, and security interests in,
        all
        of such Loan Party’s right, title and interest in and to the Mortgaged
        Properties thereunder and the proceeds thereof, subject only to Permitted
        Collateral Liens or other Liens acceptable to the Collateral Agent, and when
        such Mortgages are filed in the offices specified on Schedule 1.01(d)
        (or, in
        the case of any such Mortgage executed and delivered after the date thereof
        in
        accordance with the provisions of Sections 5.10
        and
5.11,
        when
        such Mortgage is filed in the offices specified in the local counsel opinion
        delivered with respect thereto in accordance with the provisions of Sections 5.10
        and
5.11),
        such
        Mortgages shall constitute fully perfected Second Priority Liens on, and
        security interests in, all right, title and interest of the Loan Parties
        in the
        Mortgaged Properties and the proceeds thereof, in each case prior and superior
        in right to any other person, other than Liens permitted by such Mortgage,
        including Permitted Collateral Liens.

       

      (d)  Each
        Security Document delivered pursuant to Sections 5.10
        and
5.11
        will,
        upon execution and delivery thereof, be effective to create in favor of the
        Collateral Agent, for the benefit of the applicable Secured Parties, legal,
        valid and enforceable Second Priority Liens on, and security interests in,
        all
        of the Loan Parties’ right, title and interest in and to the Collateral
        thereunder, and when all appropriate filings or recordings are made in the
        appropriate offices as may be required under applicable law, such Security
        Document will constitute fully perfected Second Priority Liens on, and security
        interests in, all right, title and interest of the Loan Parties in such
        Collateral, in each case subject to no Liens other than the applicable Permitted
        Collateral Liens.

       

      SECTION
        3.21  Acquisition
        Documents; Representations and Warranties in the Alcoa Purchase
        Agreement

       

      (a)   Schedule 3.21
        lists
        (i) each exhibit, schedule, annex or other attachment to the Alcoa Purchase
        Agreement and (ii) each agreement, certificate, instrument, letter or other
        document contemplated by the Alcoa Purchase Agreement or any item referred
        to in
        clause (i) to be entered into, executed or delivered or to become effective
        in connection with the Alcoa Acquisition or otherwise entered into, executed
        or
        delivered in connection with the Alcoa Acquisition. The Lenders have been
        furnished true and complete copies of each Alcoa Acquisition Document to
        the
        extent executed and delivered on or prior to the Closing Date.

       

      (b)  All
        representations and warranties of each Company set forth in the Alcoa Purchase
        Agreement were true and correct in all material respects as of the time such
        representations and warranties were made and shall be true and correct in
        all
        material respects as of the Closing Date as if such representations and
        warranties were made on and as of such date, unless stated to relate to a
        specific earlier date, in which case such representations and warranties
        shall
        be true and correct in all material respects as of such earlier
        date.

       

      SECTION
        3.22  Anti-Terrorism
        Law

       

      (a)  No
        Loan
        Party and, to the knowledge of the Loan Parties, none of its Affiliates is
        in
        violation of any laws relating to terrorism or money laundering (“Anti-Terrorism
        Laws”),
        including Executive Order No. 13224 on Terrorist Financing, effective
        September 24, 2001 (the “Executive
        Order”),
        and
        the Uniting and Strengthening America by Providing Appropriate Tools Required
        to
        Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

       

      (b)  No
        Loan
        Party and to the knowledge of the Loan Parties, no Affiliate or broker or
        other
        agent of any Loan Party acting or benefiting in any capacity in connection
        with
        the Loans is any of the following:

       

      (i)  a
        person
        that is listed in the annex to, or is otherwise subject to the provisions
        of,
        the Executive Order;

       

      (ii)  a
        person
        owned or controlled by, or acting for or on behalf of, any person that is
        listed
        in the annex to, or is otherwise subject to the provisions of, the Executive
        Order;

       

      (iii)  a
        person
        with which any Lender is prohibited from dealing or otherwise engaging in
        any
        transaction by any Anti-Terrorism Law;

       

      (iv)  a
        person
        that commits, threatens or conspires to commit or supports “terrorism” as
        defined in the Executive Order; or

       

      (v)  a
        person
        that is named as a “specially designated national and blocked person” on the
        most current list published by the U.S. Treasury Department Office of Foreign
        Assets Control (“OFAC”)
        at its
        official website or any replacement website or other replacement official
        publication of such list.

       

      (c)  No
        Loan
        Party and, to the knowledge of the Loan Parties, no broker or other agent
        of any
        Loan Party acting in any capacity in connection with the Loans (i) conducts
        any business or engages in making or receiving any contribution of funds,
        goods
        or services to or for the benefit of any person described in paragraph (b)
        above, (ii) deals in, or otherwise engages in any transaction relating to,
        any property or interests in property blocked pursuant to the Executive Order,
        or (iii) engages in or conspires to engage in any transaction that evades
        or avoids, or has the purpose of evading or avoiding, or attempts to violate,
        any of the prohibitions set forth in any Anti-Terrorism Law.

       

      SECTION
        3.23  Subordination
        of Senior Subordinated Notes.
        The
        Obligations are “Senior Debt,” the Guaranteed Obligations are “Guarantor Senior
        Debt” and the Obligations and Guaranteed Obligations are “Designated Senior
        Debt,” in each case, within the meaning of the Senior Subordinated Note
        Documents and the New Senior Subordinated Note Documents.

       

      SECTION
        3.24  First
        Lien Documents

       

      (a)  The
        Loan
        Parties have the corporate power and authority to incur the First Lien Loans.
        The First Lien Loans, when incurred, were or will be the legally valid and
        binding obligations of the Loan Parties, enforceable against the Loan Parties
        in
        accordance with their terms, except as may be limited by bankruptcy, insolvency,
        reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to
        enforceability.

       

      The
        Borrower has delivered to Administrative Agent complete and correct copies
        of
        the First Lien Loan Documents as in effect on the Closing Date. Subject to
        the
        qualifications set forth therein, each of the representations and warranties
        given by any Loan Party in the First Lien Credit Agreement and the First
        Lien
        Loan Documents with respect to security interests is true and correct in
        all
        material respects as of the Closing Date (or as of any earlier date to which
        such representation and warranty specifically relates).

       

       

      ARTICLE
        IV  

       

      CONDITIONS
        TO CREDIT EXTENSIONS

       

      SECTION
        4.01  Conditions
        to the Credit Extension.
        The
        obligation of each Lender to fund the Credit Extension requested to be made
        by
        it is subject to the prior or concurrent satisfaction of each of the conditions
        precedent set forth in this Section 4.01
        (the
        date on which all such conditions are satisfied shall be referred to as the
        “Closing Date”).

       

      (a)  Loan
        Documents.
        All
        legal matters incident to this Agreement, the Credit Extensions hereunder
        and
        the other Loan Documents shall be reasonably satisfactory to the Lenders
        and to
        the Administrative Agent and there shall have been delivered to the
        Administrative Agent an executed counterpart of each of the Loan Documents,
        First Lien Loan Documents and the Perfection Certificate.

       

      (b)  Corporate
        Documents.
        The
        Administrative Agent shall have received:

       

      (i)  a
        certificate of the secretary or assistant secretary of each Loan Party dated
        the
        Closing Date, certifying (A) that attached thereto is a true and complete
        copy of each Organizational Document of such Loan Party certified (to the
        extent
        applicable) as of a recent date by the Secretary of State of the state of
        its
        organization, (B) that attached thereto is a true and complete copy of
        resolutions duly adopted by the Board of Directors of such Loan Party
        authorizing the execution, delivery and performance of the Loan Documents
        to
        which such person is a party and, in the case of the Borrower, the borrowings
        hereunder, and that such resolutions have not been modified, rescinded or
        amended and are in full force and effect and (C) as to the incumbency and
        specimen signature of each officer executing any Loan Document or any other
        document delivered in connection herewith on behalf of such Loan Party (together
        with a certificate of another officer as to the incumbency and specimen
        signature of the secretary or assistant secretary executing the certificate
        in
        this clause (i));

       

      (ii)  a
        certificate as to the good standing of each Loan Party (in so-called “long-form”
if available) as of a recent date, from such Secretary of State (or other
        applicable Governmental Authority); and

       

      (iii)  such
        other documents as the Lenders or the Administrative Agent may reasonably
        request.

       

      (c)  Officers’
        Certificate.
        The
        Administrative Agent shall have received a certificate, dated the Closing
        Date
        and signed by the chief executive officer and the chief financial officer
        of the
        Borrower, confirming compliance with the conditions precedent set forth in
        this
Section 4.01
        and
Sections 4.02(b),
        (c)
        and
(d).

       

      (d)  Financings
        and Other Transactions, Etc.
        The
        Alcoa Acquisition Transactions shall have been consummated or shall be
        consummated simultaneously on the Closing Date, in each case in all material
        respects in accordance with the terms hereof and the terms of the Alcoa
        Acquisition Transaction Documents, without the waiver or amendment of any
        such
        terms unless approved by the Joint Lead Arrangers (such approval not to be
        unreasonably withheld).

       

      (e)  Indebtedness
        and Minority Interests.
        After
        giving effect to the Alcoa Acquisition Transactions and the other transactions
        contemplated hereby, no Company shall have outstanding any Indebtedness or
        preferred stock other than (i) the Loans hereunder, (ii) the Senior
        Subordinated Notes, (iii) the New Senior Subordinated Notes, (iv) the
        Supplemental Financing, (v) Indebtedness permitted under the First Lien
        Credit Agreement prior to the Closing Date, (vi) First Lien Loan, (vii) First
        Lien LC Obligations and (viii) Indebtedness owed to the Borrower or any
        Guarantor.

       

      (f)  Opinions
        of Counsel.
        The
        Administrative Agent shall have received, on behalf of itself, the other
        Agents,
        the Arrangers and the Lenders, (x) a favorable written opinion of
        (i) Paul
        Weiss, Rifkind,
        Wharton & Garrison LLP,
        special
        counsel for the Loan Parties, substantially to the effect set forth in
Exhibit N-1
        and
        (ii) each local counsel listed on Schedule 4.01(g)
        to the
        First Lien Credit Agreement, substantially to the effect set forth in
Exhibit N-2,
        in each
        case (A) dated the Closing Date and (B) addressed to the Agents and
        the Lenders, and (y) a copy of each legal opinion delivered under the other
        Alcoa Acquisition Transaction Documents, accompanied by reliance letters
        from
        the party delivering such opinion authorizing the Agents and the Lenders
        to rely
        thereon as if such opinion were addressed to them.

       

      (g)  Solvency
        Certificate.
        The
        Administrative Agent shall have received a solvency certificate in the form
        of
Exhibit O,
        dated
        the Closing Date and signed by the treasurer or the chief financial officer
        of
        the Borrower.

       

      (h)  Requirements
        of Law.
        The
        Lenders shall be satisfied that Parent, its Subsidiaries and the Alcoa
        Acquisition Transactions shall be in full compliance with all material
        Requirements of Law, including Regulations T, U and X of the Board, and shall
        have received reasonably satisfactory evidence of such compliance reasonably
        requested by them.

       

      (i)  Consents.
        The
        Lenders shall be reasonably satisfied that all requisite Governmental
        Authorities and third parties shall have approved or consented to the Alcoa
        Acquisition Transactions, and there shall be no governmental or judicial
        action,
        actual or threatened, that has or would have, singly or in the aggregate,
        a
        reasonable likelihood of restraining, preventing or imposing burdensome
        conditions on the Alcoa Acquisition Transactions or the other transactions
        contemplated hereby.

       

      (j)  Litigation.
        There
        shall be no litigation, public or private, or administrative proceedings,
        governmental investigation or other legal or regulatory developments, actual
        or
        threatened, that, singly or in the aggregate, could reasonably be expected
        to
        result in a Material Adverse Effect, or could materially and adversely affect
        the ability of Super Holdings, Holdings, Parent, the Borrower and their
        respective Subsidiaries to fully and timely perform their respective obligations
        under the Alcoa Acquisition Transaction Documents, or the ability of the
        parties
        to consummate the financings contemplated hereby or by the other Alcoa
        Acquisition Transactions.

       

      (k)  Sources
        and Uses.
        The
        sources and uses of the Loans shall be as set forth in Section 3.12.

       

      (l)  Fees.
        The
        Arrangers and the Administrative Agent shall have received all Fees and other
        amounts due and payable on or prior to the Closing Date, including reimbursement
        or payment of all out-of-pocket expenses (including the reasonable legal
        fees
        and expenses of Cahill Gordon & Reindel llp,
        special
        counsel to the Agents, and the fees and expenses of any local counsel and
        foreign counsel) required to be reimbursed or paid by the Borrower hereunder,
        under any other Loan Document or under the Fee Letter.

       

      (m)  Personal
        Property Requirements.
        The
        Collateral Agent shall have received:

       

      (i)  satisfactory
        evidence that all certificates, agreements or instruments representing or
        evidencing the Securities Collateral accompanied by instruments of transfer
        and
        stock powers undated and endorsed in blank have been delivered to the First
        Lien
        Collateral Agent (which shall act as bailee for the Collateral
        Agent);

       

      (ii)  satisfactory
        evidence that the Intercompany Note executed by and among Parent and each
        of its
        Subsidiaries (other than CWD) accompanied by instruments of transfer undated
        and
        endorsed in blank have been delivered to the First Lien Collateral Agent
        (which
        shall act as bailee for the Collateral Agent);

       

      (iii)  satisfactory
        evidence that all other certificates, agreements, including control agreements,
        or instruments necessary to perfect the Collateral Agent’s security interest in
        all Chattel Paper, all Instruments, all Deposit Accounts and all Investment
        Property of each Loan Party (as each such term is defined in the Security
        Agreement and to the extent required by the Security Agreement) have been
        delivered to the First Lien Collateral Agent (which shall act as bailee for
        the
        Collateral Agent);

       

      (iv)  financing
        statements in appropriate form for filing under the UCC and PPSA, filings
        with
        the United States Patent and Trademark Office, and the United States Copyright
        Office and such other documents under applicable Requirements of Law in each
        jurisdiction as may be necessary or appropriate or, in the opinion of the
        Collateral Agent, desirable to perfect the Liens created, or purported to
        be
        created, by the Security Documents under the laws of the United States or
        any
        State thereof and, with respect to all UCC financing statements required
        to be
        filed pursuant to the Loan Documents, evidence satisfactory to the
        Administrative Agent that the Borrower has retained, at its sole cost and
        expense, a service provider acceptable to the Administrative Agent for the
        tracking of all such financing statements and notification to the Administrative
        Agent, of, among other things, the upcoming lapse or expiration
        thereof;

       

      (v)  certified
        copies of UCC, PPSA, United States Patent and Trademark Office, United States
        Copyright Office, tax and judgment lien searches, bankruptcy and pending
        lawsuit
        searches or equivalent reports or searches, each of a recent date listing
        all
        effective financing statements, lien notices or comparable documents that
        name
        any Loan Party as debtor and that are filed in those state and county
        jurisdictions in which any property of any Loan Party is located and the
        state
        and county jurisdictions in which any Loan Party is organized or maintains
        its
        principal place of business and such other searches that the Collateral Agent
        deems necessary or appropriate, none of which encumber the Collateral covered
        or
        intended to be covered by the Security Documents (other than Permitted
        Collateral Liens or any other Liens acceptable to the Collateral
        Agent);

       

      (vi)  with
        respect to each location set forth on Schedule 4.01(n)(vi)
        to the
        First Lien Credit Agreement, a Landlord Access Agreement or Bailee Letter,
        as
        applicable; provided
        that no
        such Landlord Access Agreement shall be required with respect to any Real
        Property that could not be obtained after the Loan Party that is the lessee
        or
        owner of the inventory or other personal property Collateral stored with
        the
        bailee thereof, as applicable, shall have used all commercially reasonable
        efforts to do so; and

       

      (vii)  evidence
        acceptable to the Collateral Agent of payment or arrangements for payment
        by the
        Loan Parties of all applicable recording taxes, fees, charges, costs and
        expenses required for the recording of the Security Documents.

       

      (n)  Real
        Property Requirements.
        The
        Collateral Agent shall have received:

       

      (i)  a
        Mortgage, encumbering each Mortgaged Property in favor of the Collateral
        Agent,
        for the benefit of the Secured Parties, duly executed and acknowledged by
        each
        Loan Party that is the owner of or holder of any interest in such Mortgaged
        Property, and otherwise in form for recording in the recording office of
        each
        applicable political subdivision where each such Mortgaged Property is situated,
        together with such certificates, affidavits, questionnaires or returns as
        shall
        be required in connection with the recording or filing thereof to create
        a lien
        under applicable law, and such financing statements and any other instruments
        necessary to grant a mortgage lien under the laws of any applicable
        jurisdiction, all of which shall be in form and substance reasonably
        satisfactory to Collateral Agent;

       

      (ii)  with
        respect to each Mortgaged Property, such consents, approvals, amendments,
        supplements, estoppels, tenant subordination agreements or other instruments
        as
        necessary to consummate the Alcoa Acquisition Transactions or as shall
        reasonably be deemed necessary by the Collateral Agent in order for the owner
        or
        holder of the fee or leasehold interest constituting such Mortgaged Property
        to
        grant the Lien contemplated by the Mortgage with respect to such Mortgaged
        Property;

       

      (iii)  with
        respect to each Mortgage, a policy of title insurance (or marked up title
        insurance commitment having the effect of a policy of title insurance) insuring
        the Lien of such Mortgage as a valid second mortgage Lien on the Mortgaged
        Property and fixtures described therein in the amount equal to not less than
        115% of the fair market value of such Mortgaged Property and fixtures, which
        fair market value is set forth on Schedule
        4.01(o)(iii)
        to the
        First Lien Credit Agreement, which policy (or such marked-up commitment)
        (each,
        a “Title
        Policy”)
        shall
        (A) be issued by the Title Company, (B) to the extent necessary,
        include such reinsurance arrangements (with provisions for direct access,
        if
        necessary) as shall be reasonably acceptable to the Collateral Agent,
        (C) contain a “tie-in” or “cluster” endorsement, if available under
        applicable law (i.e.,
        policies which insure against losses regardless of location or allocated
        value
        of the insured property up to a stated maximum coverage amount), (D) have
        been supplemented by such endorsements (or where such endorsements are not
        available, opinions of special counsel, architects or other professionals
        reasonably acceptable to the Collateral Agent) as shall be reasonably requested
        by the Collateral Agent (including endorsements on matters relating to usury,
        first loss, last dollar, zoning, contiguity, revolving credit, doing business,
        non-imputation, public road access, survey, variable rate, environmental
        lien,
        subdivision, separate tax lot revolving credit, and so-called comprehensive
        coverage over covenants and restrictions), and (E) contain no exceptions to
        title other than Permitted Collateral Liens and exceptions acceptable to
        the
        Collateral Agent;

       

      (iv)  with
        respect to each Mortgaged Property, such affidavits, certificates, information
        (including financial data) and instruments of indemnification (including
        a
        so-called “gap” indemnification) as shall be required to induce the Title
        Company to issue the Title Policy/ies and endorsements contemplated
        above;

       

      (v)  evidence
        reasonably acceptable to the Collateral Agent of payment by the Borrower
        of all
        Title Policy premiums, search and examination charges, escrow charges and
        related charges, mortgage recording taxes, fees, charges, costs and expenses
        required for the recording of the Mortgages and issuance of the Title Policies
        referred to above;

       

      (vi)  with
        respect to each Real Property or Mortgaged Property, copies of all Leases
        in
        which the Borrower or any Subsidiary holds the lessor’s interest or other
        agreements relating to possessory interests, if any. To the extent any of
        the
        foregoing affect any Mortgaged Property, such agreement shall be subordinate
        to
        the Lien of the Mortgage to be recorded against such Mortgaged Property,
        either
        expressly by its terms or pursuant to a subordination, non-disturbance and
        attornment agreement, and shall otherwise be acceptable to the Collateral
        Agent;

       

      (vii)  with
        respect to each Mortgaged Property, each Company shall have made all
        notifications, registrations and filings, to the extent required by, and
        in
        accordance with, all Governmental Real Property Disclosure Requirements
        applicable to such Mortgaged Property; and

       

      (o)  Surveys
        with respect to each Mortgaged Property.

       

      (p)  Alcoa
        Acquisition Collateral Requirements.
        (A) The Borrower shall have complied with Sections 5.10(b)
        and
(c)
        with
        respect to the Alcoa Acquisition (provided
        that all
        actions required to be taken under Sections 5.10(b)
        and
(c)
        shall
        have been taken on or prior to the Closing Date without giving effect to
        the
        30-day period referred to in such Sections).

       

      (q)  Insurance.
        The
        Administrative Agent shall have received a copy of, or a certificate as to
        coverage under, the insurance policies required by Section 5.04
        and the
        applicable provisions of the Security Documents, each of which shall be endorsed
        or otherwise amended to include a “standard” or “New York” lender’s loss payable
        or mortgagee endorsement (as applicable) and shall name the Collateral Agent,
        on
        behalf of the Secured Parties, as additional insured, in form and substance
        satisfactory to the Administrative Agent.

       

      (r)  No
        Material Change.
        No
        change shall have occurred since December 31, 2005, and no additional
        information shall be disclosed to or discovered by the Administrative Agent
        (including, without limitation, information contained in any review or report
        required to be provided to it in connection with this Agreement), which the
        Administrative Agent determines has had or could reasonably be expected to
        have
        a material adverse effect on the business, results of operations, condition
        (financial or otherwise), assets or liabilities of Parent, the Borrower,
        Alcoa
        and their respective subsidiaries taken as a whole.

       

      (s)  USA
        Patriot Act.
        The
        Lenders shall have received, sufficiently in advance of the Closing Date,
        all
        documentation and other information that may be required by the Lenders in
        order
        to enable compliance with applicable “know your customer” and anti-money
        laundering rules and regulations, including the Act, including the information
        described in Section
        11.17.

       

      (t)  Maximum
        Leverage Ratio.
        The
pro
        forma
        Total
        Leverage Ratio of Parent and its subsidiaries (with adjustments to Consolidated
        EBITDA as set forth on Schedule 4.01(t))
        for the
        last four-quarter period ending more than 30 days prior to the Closing Date
        shall not be greater than 5.10x.

       

      (u)  the
        Borrower shall be in compliance with the terms of the New Senior Subordinated
        Note Indenture. 

       

      (v)  the
        Administrative Agent shall have received a Borrowing Request as required
        by
Section 2.03
        (or such
        notice shall have been deemed given in accordance with Section 2.03). 

       

      (w)  No
        Default.
        The
        Borrower and each other Loan Party shall be in compliance in all material
        respects with all the terms and provisions set forth herein and in each other
        Loan Document and each First Lien Loan Document on its part to be observed
        or
        performed, and, at the time of and immediately after giving effect to such
        Credit Extension and the application of the proceeds thereof, no Default
        shall
        have occurred and be continuing on such date.

       

      (x)  Representations
        and Warranties.
        Each of
        the representations and warranties made by any Loan Party set forth in
Article III
        hereof
        or in any other Loan Document shall be true and correct in all material respects
        (except that any representation and warranty that is qualified as to
“materiality” or “Material Adverse Effect” shall be true and correct in all
        respects) on and as of the date of the Credit Extension with the same effect
        as
        though made on and as of such date, except to the extent such representations
        and warranties expressly relate to an earlier date.

       

      (y)  No
        Legal Bar.
        No
        order, judgment or decree of any Governmental Authority shall purport to
        restrain any Lender from making any Loans to be made by it. No injunction
        or
        other restraining order shall have been issued, shall be pending or noticed
        with
        respect to any action, suit or proceeding seeking to enjoin or otherwise
        prevent
        the consummation of, or to recover any damages or obtain relief as a result
        of,
        the transactions contemplated by this Agreement or the making of Loans
        hereunder.

       

      Each
        of
        the delivery of a Borrowing Request and the acceptance by the Borrower of
        the
        proceeds of the Credit Extension shall constitute a representation and warranty
        by the Borrower and each other Loan Party that on the date of the Credit
        Extension (both immediately before and after giving effect to the Credit
        Extension and the application of the proceeds thereof) the conditions contained
        in this Section 4.01
        have
        been satisfied. The Borrower shall provide such information (including
        calculations in reasonable detail of the covenants in Section 6.10)
        as the
        Administrative Agent may reasonably request to confirm that the conditions
        in
        this Section 4.01
        have
        been satisfied.

       

       

      ARTICLE
        V  

       

      AFFIRMATIVE
        COVENANTS

       

      Each
        Loan
        Party warrants, covenants and agrees with each Lender that so long as this
        Agreement shall remain in effect and until the Commitments have been terminated
        and the principal of and interest on each Loan, all Fees and all other expenses
        or amounts payable under any Loan Document shall have been paid in full and
        all
        Letters of Credit have been canceled or have expired and all amounts drawn
        thereunder have been reimbursed in full, unless the Required Lenders shall
        otherwise consent in writing, each Loan Party will, and will cause each of
        its
        Subsidiaries to:

       

      SECTION
        5.01  Financial
        Statements, Reports, etc. 
        Furnish
        to the Administrative Agent and each Lender:

       

      (a)  Annual
        Reports.
        As soon
        as available and in any event within 90 days after the end of each fiscal
        year (but no later than the date on which Parent would be required to file
        a
        Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d)
        of the Exchange Act), (i) the consolidated balance sheet of Parent as of
        the end of such fiscal year and related consolidated statements of income,
        cash
        flows and stockholders’ equity for such fiscal year, in comparative form with
        such financial statements as of the end of, and for, the preceding fiscal
        year,
        and notes thereto (including a note with a consolidating balance sheet and
        statements of income and cash flows separating out Parent, the Borrower and
        the
        Subsidiaries), all prepared in accordance with Regulation S-X and accompanied
        by
        an opinion of Ernst & Young LLP or other independent public accountants of
        recognized national standing reasonably satisfactory to the Administrative
        Agent
        (which opinion shall not be qualified as to scope or contain any going concern
        or other qualification), stating that such financial statements fairly present,
        in all material respects, the consolidated financial condition, results of
        operations and cash flows of Parent as of the dates and for the periods
        specified in accordance with GAAP and (ii) a management’s discussion and
        analysis of the financial condition and results of operations for such fiscal
        year, including a discussion of sales by product category, as compared to
        the
        previous fiscal year (it being understood that the information required by
        clauses (i) and (ii) may be furnished in the form of a
        Form 10-K);

      

        (b)  Quarterly
          Reports.
          As soon
          as available and in any event within 45 days after the end of each of the
          first three fiscal quarters of each fiscal year (but no later than the
          date on
          which Parent would be required to file a Form 10-Q under the Exchange Act
          if it
          were subject to Section 15 and 13(d) of the Exchange Act), (i) the
          consolidated balance sheet of Parent as of the end of such fiscal quarter
          and
          related consolidated statements of income and cash flows for such fiscal
          quarter
          and for the then elapsed portion of the fiscal year, in comparative form
          with
          the consolidated statements of income and cash flows for the comparable
          periods
          in the previous fiscal year, and notes thereto (including a note with a
          consolidating balance sheet and statements of income and cash flows separating
          out Parent, the Borrower and the Subsidiaries), all prepared in accordance
          with
          Regulation S-X under the Securities Act and accompanied by a certificate
          of a
          Financial Officer stating that such financial statements fairly present,
          in all
          material respects, the consolidated financial condition, results of operations
          and cash flows of Parent as of the date and for the periods specified in
          accordance with GAAP consistently applied, and on a basis consistent with
          audited financial statements referred to in clause (a) of this Section,
          subject to normal year-end audit adjustments and (ii) a management’s
          discussion and analysis of the financial condition and results of operations
          for
          such fiscal quarter and the then elapsed portion of the fiscal year, including
          a
          discussion of sales by product category, as compared to the comparable
          periods
          in the previous fiscal year (it being understood that the information required
          by clauses (i) and (ii) may be furnished in the form of a
          Form 10-Q);

         

      

            
(c)  Financial
        Officer’s Certificate.
        (i) Concurrently with any delivery of financial statements under
Section 5.01(a)
        or
(b)
        above, a
        Compliance Certificate certifying that no Default has occurred or, if such
        a
        Default has occurred, specifying the nature and extent thereof and any
        corrective action taken or proposed to be taken with respect thereto;
        (ii) concurrently with any delivery of financial statements under
Section 5.01
        (a)
        or
(b)
        above, a
        Compliance Certificate setting forth computations in reasonable detail
        satisfactory to the Administrative Agent demonstrating compliance with the
        covenants contained in Sections 6.07(f)
        and
6.10
        (including the aggregate amount of Excluded Issuances for such period and
        the
        uses therefor) and, in the case of Section 5.01(a)
        above,
        setting forth the Borrower’s calculation of Excess Cash Flow; and (iii) in
        the case of Section 5.01(a)
        above, a
        report of the accounting firm opining on or certifying such financial statements
        stating that in the course of its regular audit of the financial statements
        of
        Parent and its Subsidiaries, which audit was conducted in accordance with
        GAAP,
        such accounting firm obtained no knowledge that any Default insofar as it
        relates to financial or accounting matters has occurred or, if in the opinion
        of
        such accounting firm such a Default has occurred, specifying the nature and
        extent thereof;

      
         

        (d)  Financial
          Officer’s Certificate Regarding Collateral.
          Concurrently with any delivery of financial statements under Section 5.01(a)
          above, a
          certificate of a Financial Officer setting forth the information required
          pursuant to the Perfection Certificate Supplement or confirming that there
          has
          been no change in such information since the date of Perfection Certificate
          or
          latest Perfection Certificate Supplement;

         

        (e)  Public
          Reports.
          Promptly after the same become publicly available, copies of all periodic
          and
          other reports, proxy statements and other materials filed by any Company
          with
          the Securities and Exchange Commission, or any Governmental Authority succeeding
          to any or all of the functions of said Commission, or with any national
          securities exchange, or distributed to holders of its Indebtedness pursuant
          to
          the terms of the documentation governing such Indebtedness (or any trustee,
          agent or other representative therefor), as the case may be;

         

        (f)  Management
          Letters.
          Promptly after the receipt thereof by any Company, a copy of any final
          “management letter” received by any such person from its certified public
          accountants and the management’s responses thereto;

         

        (g)  Budgets.
          No
          later than 45 days after the first day of each fiscal year of Parent and
          the Borrower, a budget in form reasonably satisfactory to the Administrative
          Agent (including budgeted statements of income for each of the Borrower’s
          business units and sources and uses of cash and balance sheets and a projection
          of sales by product category) prepared by each of Parent and the Borrower,
          respectively, for each quarter of such fiscal year prepared in summary
          form,
          accompanied by the statement of a Financial Officer of each of Parent and
          the
          Borrower to the effect that the budget of Parent and the Borrower, respectively,
          is a reasonable estimate for the period covered thereby and, promptly when
          available, any significant revisions of such budget;

         

        (h)  Organization.
          Within
          90 days after the close of each fiscal year of Parent, Parent shall deliver
          an accurate organization chart as required by Section 3.07(c),
          or
          confirm that there are no changes to Schedule 3.07(c);

         

        (i)  Organizational
          Documents.
          Promptly provide copies of any Organizational Documents that have been
          amended
          or modified in accordance with the terms hereof and deliver a copy of any
          notice
          of default given or received by any Company under any Organizational Document
          within 15 days after such Company gives or receives such notice;
          and

         

        (j)  Other
          Information.
          Promptly, from time to time, such other information regarding the operations,
          business affairs and financial condition of any Company, or compliance
          with the
          terms of any Loan Document, as the Administrative Agent or any Lender may
          reasonably request.

         

        SECTION
          5.02  Litigation
          and Other Notices.
          Furnish
          to the Administrative Agent and each Lender written notice of the following
          promptly (and, in any event, within three Business Days of any Company
          becoming
          aware thereof):

         

        (a)  any
          Default, specifying the nature and extent thereof and the corrective action
          (if
          any) taken or proposed to be taken with respect thereto;

         

        (b)  the
          filing or commencement of, or any threat or notice of intention of any
          person to
          file or commence, any action, suit, litigation or proceeding, whether at
          law or
          in equity by or before any Governmental Authority, (i) against any Company
          or any Affiliate thereof that could reasonably be expected to result in
          a
          Material Adverse Effect or (ii) with respect to any Loan
          Document;

         

        (c)  any
          development that has resulted in, or could reasonably be expected to result
          in a
          Material Adverse Effect;

         

        (d)  the
          occurrence of a Casualty Event in excess of $5.0 million; and

         

        (e)  (i) the
          incurrence of any material Lien (other than Permitted Collateral Liens)
          on, or
          claim asserted against any of the Collateral or (ii) the occurrence of any
          other event which could materially affect the value of the
          Collateral.

         

        SECTION
          5.03  Existence;
          Businesses and Properties

         

        (a)  Do
          or
          cause to be done all things necessary to preserve, renew and maintain in
          full
          force and effect its legal existence, except as otherwise expressly permitted
          under Section 6.05
          or
Section 6.06
          or, in
          the case of any Subsidiary, where the failure to perform such obligations,
          individually or in the aggregate, could not reasonably be expected to result
          in
          a Material Adverse Effect.

         

        (b)  Do
          or
          cause to be done all things necessary to obtain, preserve, renew, extend
          and
          keep in full force and effect the rights, licenses, permits, privileges,
          franchises, authorizations, patents, copyrights, trademarks and trade names
          material to the conduct of its business; comply with all applicable Requirements
          of Law (including any and all zoning, building, Environmental Law, ordinance,
          code or approval or any building permits or any restrictions of record
          or
          agreements affecting the Real Property) and decrees and orders of any
          Governmental Authority, whether now in effect or hereafter enacted, except
          where
          the failure to comply, individually or in the aggregate, could not reasonably
          be
          expected to result in a Material Adverse Effect; pay and perform its obligations
          under all Leases and Alenco Acquisition Transaction Documents, Alcoa Acquisition
          Transaction Documents and documents relating to other transactions entered
          into
          since February 12, 2004, except, in the case of all such documents other
          than the Loan Documents, where the failure to comply, individually or in
          the
          aggregate, could not reasonably be expected to result in a Material Adverse
          Effect; and at all times maintain, preserve and protect all property material
          to
          the conduct of such business and keep such property in good repair, working
          order and condition (other than wear and tear occurring in the ordinary
          course
          of business) and from time to time make, or cause to be made, all needful
          and
          proper repairs, renewals, additions, improvements and replacements thereto
          necessary in order that the business carried on in connection therewith
          may be
          properly conducted at all times; provided
          that
          nothing in this Section 5.03(b)
          shall
          prevent (i) sales of property, consolidations or mergers by or involving
          any Company in accordance with Section 6.05
          or
Section 6.06;
          (ii) the withdrawal by any Company of its qualification as a foreign
          corporation in any jurisdiction where such withdrawal, individually or
          in the
          aggregate, could not reasonably be expected to result in a Material Adverse
          Effect; or (iii) the abandonment by any Company of any rights, franchises,
          licenses, trademarks, trade names, copyrights or patents that such person
          reasonably determines are not useful to its business or no longer commercially
          desirable.

         

        SECTION
          5.04  Insurance

         

        (a)  Keep
          its
          insurable property adequately insured at all times by financially sound
          and
          reputable insurers; maintain such other insurance, to such extent and against
          such risks as is customary with companies in the same or similar businesses
          operating in the same or similar locations, including insurance with respect
          to
          Mortgaged Properties and other properties material to the business of the
          Companies against such casualties and contingencies and of such types and
          in
          such amounts with such deductibles as is customary in the case of similar
          businesses operating in the same or similar locations, including
          (i) physical hazard insurance on an “all risk” basis, (ii) commercial
          general liability against claims for bodily injury, death or property damage
          covering any and all insurable claims, (iii) explosion insurance in respect
          of any boilers, machinery or similar apparatus constituting Collateral,
          (iv) business interruption insurance, (v) worker’s compensation
          insurance and such other insurance as may be required by any Requirement
          of Law
          and (vi) such other insurance against risks as the Administrative Agent may
          from time to time require (such policies to be in such form and amounts
          and
          having such coverage as may be reasonably satisfactory to the Administrative
          Agent and the Collateral Agent); provided
          that
          with respect to physical hazard insurance, neither the Collateral Agent
          nor the
          applicable Company shall agree to the adjustment of any claim thereunder
          without
          the consent of the other (such consent not to be unreasonably withheld
          or
          delayed); provided,
          further,
          that no
          consent of any Company shall be required during an Event of
          Default.

         

        (b)  All
          such
          insurance shall (i) provide that no cancellation, material reduction in
          amount or material change in coverage thereof shall be effective until
          at least
          30 days after receipt by the Collateral Agent of written notice thereof,
          (ii) name the Collateral Agent as mortgagee (in the case of property
          insurance) or additional insured on behalf of the applicable Secured Parties
          (in
          the case of liability insurance) or loss payee (in the case of property
          insurance), as applicable, (iii) if reasonably requested by the Collateral
          Agent, include a breach of warranty clause and (iv) be reasonably
          satisfactory in all other respects to the Collateral Agent.

         

        (c)  Notify
          the Administrative Agent and the Collateral Agent immediately whenever
          any
          separate insurance concurrent in form or contributing in the event of loss
          with
          that required to be maintained under this Section 5.04
          is taken
          out by any Company; and promptly deliver to the Administrative Agent and
          the
          Collateral Agent a duplicate original copy of such policy or
          policies.

         

        (d)  With
          respect to each Mortgaged Property, obtain flood insurance in such total
          amount
          as the Administrative Agent or the Required Lenders may from time to time
          require, if at any time the area in which any improvements located on any
          Mortgaged Property is designated a “flood hazard area” in any Flood Insurance
          Rate Map published by the Federal Emergency Management Agency (or any successor
          agency), and otherwise comply with the National Flood Insurance Program
          as set
          forth in the Flood Disaster Protection Act of 1973, as amended from time
          to
          time.

         

        (e)  Deliver
          to the Administrative Agent and the Collateral Agent and the Lenders a
          report of
          a reputable insurance broker with respect to such insurance and such
          supplemental reports with respect thereto as the Administrative Agent or
          the
          Collateral Agent may from time to time reasonably request.

         

        (f)  No
          Loan
          Party that is an owner of Mortgaged Property shall take any action that
          is
          reasonably likely to be the basis for termination, revocation or denial
          of any
          insurance coverage required to be maintained under such Loan Party’s respective
          Mortgage or that could be the basis for a defense to any claim under any
          Insurance Policy maintained in respect of the Premises, and each Loan Party
          shall otherwise comply in all material respects with all Insurance Requirements
          in respect of the Premises; provided,
          however,
          that
          each Loan Party may, at its own expense and after written notice to the
          Administrative Agent, (i) contest the applicability or enforceability of
          any such Insurance Requirements by appropriate legal proceedings, the
          prosecution of which does not constitute a basis for cancellation or revocation
          of any insurance coverage required under this Section 5.04
          or
          (ii) cause the Insurance Policy containing any such Insurance Requirement
          to be replaced by a new policy complying with the provisions of this
Section 5.04.

         

        SECTION
          5.05  Obligations
          and Taxes

         

        (a)  Pay
          its
          material Indebtedness and other material obligations promptly and in accordance
          with their terms and pay and discharge promptly when due all Taxes, assessments
          and governmental charges or levies imposed upon it or upon its income or
          profits
          or in respect of its property, before the same shall become delinquent
          or in
          default, as well as all lawful claims for labor, services, materials and
          supplies or otherwise that, if unpaid, might give rise to a Lien other
          than a
          Permitted Lien upon such properties or any part thereof; provided
          that
          such payment and discharge shall not be required with respect to any such
          Tax,
          assessment, charge, levy or claim so long as (i) the validity or amount
          thereof shall be contested in good faith by appropriate proceedings timely
          instituted and diligently conducted and the applicable Company shall have
          set
          aside on its books adequate reserves or other appropriate provisions with
          respect thereto in accordance with GAAP and such contested amounts, individually
          or in the aggregate, are not reasonably expected to have a Material Adverse
          Effect, (ii) such contest operates to suspend collection of the contested
          obligation, Tax, assessment or charge and enforcement of a Lien other than
          a
          Permitted Lien and (iii) in the case of Collateral, the applicable Company
          shall have otherwise complied with the Contested Collateral Lien
          Conditions.

         

        (b)  Timely
          and correctly file all material Tax Returns required to be filed by it.
          Withhold, collect and remit all Taxes that it is required to collect, withhold
          or remit.

         

        (c)  the
          Borrower does not intend to treat the Loans as being a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4. In the event
          the
          Borrower determines to take any action inconsistent with such intention,
          it will
          promptly notify the Administrative Agent thereof.

         

        SECTION
          5.06  Employee
          Benefits.
          (a) Comply in all material respects with the applicable provisions of ERISA
          and the Code and (b) furnish to the Administrative Agent (x) as soon
          as possible after, and in any event within 10 days after any Responsible
          Officer of any Company or any ERISA Affiliates of any Company knows or
          has
          reason to know that, any ERISA Event has occurred that, alone or together
          with
          any other ERISA Event could reasonably be expected to result in liability
          of the
          Companies or any of their ERISA Affiliates in an aggregate amount exceeding
          $1.0
          million or the imposition of a Lien, a statement of a Financial Officer
          of the
          Borrower setting forth details as to such ERISA Event and the action, if
          any,
          that the Companies propose to take with respect thereto, and (y) upon
          request by the Administrative Agent, copies of (i) each Schedule B
          (Actuarial Information) to the annual report (Form 5500 Series) filed by
          any
          Company or any ERISA Affiliate with the Internal Revenue Service with respect
          to
          each Plan; (ii) the most recent actuarial valuation report for each Plan;
          (iii) all notices received by any Company or any ERISA Affiliate from a
          Multiemployer Plan sponsor or any governmental agency concerning an ERISA
          Event;
          and (iv) such other documents or governmental reports or filings relating
          to any Plan (or employee benefit plan sponsored or contributed to by any
          Company) as the Administrative Agent shall reasonably request.

         

        SECTION
          5.07  Maintaining
          Records; Access to Properties and Inspections; Annual
          Meetings

         

        (a)  Keep
          proper books of record and account in which full, true and correct entries
          in
          conformity with GAAP and all Requirements of Law are made of all dealings
          and
          transactions in relation to its business and activities. Each Company will
          permit any representatives designated by the Administrative Agent or any
          Lender
          to visit and inspect the financial records and the property of such Company
          at
          reasonable times and as often as reasonably requested and to make extracts
          from
          and copies of such financial records, and permit any representatives designated
          by the Administrative Agent or any Lender to discuss the affairs, finances,
          accounts and condition of any Company with the officers and employees thereof
          and advisors therefor (including independent accountants).

         

        (b)  Within
          120 days after the close of each fiscal year of the Companies, at the
          request of the Administrative Agent or Required Lenders, hold a meeting
          (at a
          mutually agreeable location and time or, at the option of the Administrative
          Agent, by conference call) with all Lenders who choose to attend such meeting
          at
          which meeting shall be reviewed the financial results of the previous fiscal
          year and the financial condition of the Companies and the budgets presented
          for
          the current fiscal year of the Companies.

         

        SECTION
          5.08  Use
          of Proceeds.
          Use the
          proceeds of the Loans only for the purposes set forth in Section 3.12.

         

        SECTION
          5.09  Compliance
          with Environmental Laws; Environmental Reports

         

        (a)  Comply,
          and cause all lessees and other persons occupying Real Property owned,
          operated
          or leased by any Company to comply, in all material respects with all
          Environmental Laws and Environmental Permits applicable to its operations
          and
          Real Property; obtain and renew all material Environmental Permits applicable
          to
          its operations and Real Property; and conduct all Responses required by,
          and in
          accordance with, Environmental Laws; provided
          that no
          Company shall be required to undertake any Response to the extent that
          its
          obligation to do so is being contested in good faith and by proper proceedings
          and appropriate reserves are being maintained with respect to such circumstances
          in accordance with GAAP.

         

        (b)  If
          a
          Default caused by reason of a breach of Section 3.18
          or
Section 5.09(a)
          shall
          have occurred and be continuing for more than 20 days without the Companies
          commencing activities reasonably likely to cure such Default, at the written
          request of the Administrative Agent or the Required Lenders through the
          Administrative Agent, provide to the Lenders within 45 days after such
          request, at the expense of the Borrower, an environmental assessment report
          regarding the matters which are the subject of such Default, including,
          where
          appropriate, any soil and/or groundwater sampling, prepared by an environmental
          consulting firm and, in the form and substance, reasonably acceptable to
          the
          Administrative Agent and indicating the presence or absence of Hazardous
          Materials and the estimated cost of any compliance or Response to address
          them.

         

        (c)  Each
          Loan
          Party that is an owner of Mortgaged Property shall not install nor permit
          to be
          installed in the Mortgaged Property any Hazardous Materials, other than
          in
          compliance with applicable Environmental Laws.

         

        SECTION
          5.10  Additional
          Collateral; Additional Guarantors

         

        (a)  Subject
          to the terms of the Intercreditor Agreement and this Section 5.10,
          with
          respect to any property acquired after the Closing Date by any Loan Party
          that
          is intended to be subject to the Lien created by any of the Security Documents
          but is not so subject, promptly (and in any event within 30 days after the
          acquisition thereof) (i) execute and deliver to the Administrative Agent
          and the Collateral Agent such amendments or supplements to the relevant
          Security
          Documents or such other documents as the Administrative Agent or the Collateral
          Agent shall deem reasonably necessary or advisable to grant to the Collateral
          Agent, for its benefit and for the benefit of the other applicable Secured
          Parties, a Second Priority Lien on such property subject to no other Liens
          other
          than Permitted Collateral Liens, and (ii) take all actions necessary to
          cause such Second Priority Lien to be duly perfected to the extent required
          by
          such Security Document in accordance with all applicable Requirements of
          Law,
          including the filing of financing statements in such jurisdictions as may
          be
          reasonably requested by the Administrative Agent. The Borrower shall otherwise
          take such actions and execute and/or deliver to the Collateral Agent such
          documents as the Administrative Agent or the Collateral Agent shall reasonably
          require to confirm the validity, perfection and priority of the Lien of
          the
          Security Documents against such after-acquired properties. Prior to the
          Discharge of First Lien Obligations, (i) the requirements of this Section
          5.10(a)
          to
          deliver to the Collateral Agent any Collateral the security interest in
          which
          may be perfected only by possession or control by a single person shall
          be
          deemed satisfied by the delivery of possession or control of such Collateral
          to
          the First Lien Collateral Agent (as provided in the Intercreditor Agreement)
          and
          (ii) Parent and the Borrower shall, and shall cause each Subsidiary to,
          comply
          with the requirements of this Section
          5.10(a)
          with
          respect to the Obligations hereunder only to the same extent that Parent,
          the
          Borrower and such Subsidiaries are required to comply with provisions analogous
          to this Section
          5.10(a)
          with
          respect to the First Lien Obligations in the First Lien Credit
          Agreement.

         

        (b)  Subject
          to the terms of the Intercreditor Agreement, with respect to any person
          that is
          or becomes a Subsidiary after the Closing Date, promptly (and in any event
          within 30 days after such person becomes a Subsidiary) (i) deliver to
          the Collateral Agent the certificates, if any, representing all of the
          Equity
          Interests of such Subsidiary owned by Parent or any of its Subsidiaries,
          together with undated stock powers or other appropriate instruments of
          transfer
          executed and delivered in blank by a duly authorized officer of the holder(s)
          of
          such Equity Interests, and all intercompany notes owing from such Subsidiary
          to
          any Loan Party together with instruments of transfer executed and delivered
          in
          blank by a duly authorized officer of such Loan Party and (ii) cause such
          new Subsidiary (A) to execute a Joinder Agreement or such comparable
          documentation to become a Subsidiary Guarantor and a joinder agreement
          to the
          Security Agreement, substantially in the form annexed thereto or, in the
          case of
          a Foreign Subsidiary, execute a security agreement compatible with the
          laws of
          such Foreign Subsidiary’s jurisdiction in form and substance reasonably
          satisfactory to the Administrative Agent, and (B) to take all actions
          necessary or advisable in the opinion of the Administrative Agent or the
          Collateral Agent to cause the Lien created by the Security Agreement to
          be duly
          perfected to the extent required by such agreement in accordance with all
          applicable Requirements of Law, including the filing of financing statements
          in
          such jurisdictions as may be reasonably requested by the Administrative
          Agent or
          the Collateral Agent. Notwithstanding the foregoing, (1) the Equity
          Interests required to be delivered to the Collateral Agent pursuant to
          clause (i) of this Section 5.10(b)
          shall
          not include any Equity Interests of a Foreign Subsidiary created or acquired
          after the Closing Date and (2) no Foreign Subsidiary shall be required to
          take the actions specified in clause (ii) of this Section 5.10(b),
          if, in
          the case of either clause (1) or (2), doing so would constitute an
          investment of earnings in United States property under Section 956 (or a
          successor provision) of the Code, which investment would or could reasonably
          be
          expected to trigger a non
          de minimis
          increase
          in the net income of a United States shareholder of such Subsidiary pursuant
          to
          Section 951 (or a successor provision) of the Code, as reasonably
          determined by the Administrative Agent; provided
          that
          this exception shall not apply to (A) Voting Stock of any Subsidiary which
          is a first-tier controlled foreign corporation (as defined in
          Section 957(a) of the Code) representing 65% of the total voting power of
          all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity
          Interests not constituting Voting Stock of any such Subsidiary, except
          that any
          such Equity Interests constituting “stock entitled to vote” within the meaning
          of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting
          Stock for purposes of this Section 5.10(b).
          Prior
          to the Discharge of First Lien Obligations, (i) the requirements of this
          Section
          5.10(b)
          to
          deliver to the Collateral Agent any Collateral the security interest in
          which
          may be perfected only by possession or control by a single person shall
          be
          deemed satisfied by the delivery of possession or control of such Collateral
          to
          the First Lien Collateral Agent (as provided in the Intercreditor Agreement)
          and
          (ii) Parent and the Borrower shall, and shall cause each Subsidiary to,
          comply
          with the requirements of this Section
          5.10(b)
          with
          respect to the Obligations hereunder only to the same extent that Parent,
          the
          Borrower and such Subsidiaries are required to comply with provisions analogous
          to this Section
          5.10(b)
          with
          respect to the First Lien Obligations in the First Lien Credit
          Agreement.

         

        (c)  Subject
          to the terms of the Intercreditor Agreement, promptly grant to the Collateral
          Agent, within 60 days of the acquisition thereof, a security interest in
          and Mortgage on (i) each Real Property owned in fee by such Loan Party as
          is acquired by such Loan Party after the Closing Date and that, together
          with
          any improvements thereon, individually has a fair market value of at least
          $1.5
          million, and (ii) unless the Collateral Agent otherwise consents, each
          leased Real Property of such U.S. Loan Party which lease individually has
          a fair
          market value of at least $1.5 million, in each case, as additional security
          for
          the Obligations (unless the subject property is already mortgaged to a
          third
          party to the extent permitted by Section 6.02).
          Subject to the terms of the Intercreditor Agreement, such Mortgages shall
          be
          granted pursuant to documentation reasonably satisfactory in form and substance
          to the Administrative Agent and the Collateral Agent and shall constitute
          valid
          and enforceable perfected Liens subject only to Permitted Collateral Liens
          or
          other Liens acceptable to the Collateral Agent. Subject to the terms of
          the
          Intercreditor Agreement, the Mortgages or instruments related thereto shall
          be
          duly recorded or filed in such manner and in such places as are required
          by law
          to establish, perfect, preserve and protect the Liens in favor of the Collateral
          Agent required to be granted pursuant to the Mortgages and all taxes, fees
          and
          other charges payable in connection therewith shall be paid in full. Subject
          to
          the terms of the Intercreditor Agreement, such Loan Party shall otherwise
          take
          such actions and execute and/or deliver to the Collateral Agent such documents
          as the Administrative Agent or the Collateral Agent shall require to confirm
          the
          validity, perfection and priority of the Lien of any existing Mortgage
          or new
          Mortgage against such after-acquired Real Property (including a Title Policy,
          a
          Survey and local counsel opinion (in form and substance reasonably satisfactory
          to the Administrative Agent and the Collateral Agent) in respect of such
          Mortgage). Prior to the Discharge of First Lien Obligations, (i) the
          requirements of this Section
          5.10(c)
          to
          deliver to the Collateral Agent any Collateral the security interest in
          which
          may be perfected only by possession or control by a single person shall
          be
          deemed satisfied by the delivery of possession or control of such Collateral
          to
          the First Lien Collateral Agent (as provided in the Intercreditor Agreement)
          and
          (ii) Parent and the Borrower shall, and shall cause each Subsidiary to,
          comply
          with the requirements of this Section
          5.10(c)
          with
          respect to the Obligations hereunder only to the same extent that Parent,
          the
          Borrower and such Subsidiaries are required to comply with provisions analogous
          to this Section
          5.10(c)
          with
          respect to the First Lien Obligations in the First Lien Credit
          Agreement.

         

        (d)  The
          parties hereto agree that the provisions of this Section
          5.10
          (other
          than this Section 5.10(d)) shall not apply to Non-Guarantor Subsidiaries.
          The
          Borrower may designate any of its Subsidiaries acquired or formed after
          the
          Closing Date as a Non-Guarantor Subsidiary by written notice to the
          Administrative Agent; provided,
          however,
          that if
          at any time any Non-Guarantor Subsidiary or group of Non-Guarantor Subsidiaries
          in the aggregate (other than any Foreign Subsidiary that is not required
          to take
          the actions specified in Section 5.10(b)(ii)
          by
          operation of the last sentence of Section 5.10(b))
          not
          otherwise subject to Section 5.10(b)
          has
          assets with either a book value or fair market value in excess of $2.0
          million,
          then the Borrower shall, and shall cause one or more of such Subsidiaries
          to,
          comply with Section 5.10(b)
          within
          the time frames set forth therein so that no Non-Guarantor Subsidiary or
          group
          of Non-Guarantor Subsidiaries in the aggregate holds property having either
          a
          book value or fair market value in excess of $2.0 million.

         

        SECTION
          5.11  Security
          Interests; Further Assurances.
          Subject
          to the terms of the Intercreditor Agreement, promptly, upon the reasonable
          request of the Administrative Agent, the Collateral Agent or any Lender,
          at the
          Borrower’s expense, execute, acknowledge and deliver, or cause the execution,
          acknowledgment and delivery of, and thereafter register, file or record,
          or
          cause to be registered, filed or recorded, in an appropriate governmental
          office, any document or instrument supplemental to or confirmatory of the
          Security Documents or otherwise deemed by the Administrative Agent or the
          Collateral Agent reasonably necessary or desirable for the continued validity,
          perfection and priority of the Liens on the Collateral covered thereby
          subject
          to no other Liens except as permitted by the applicable Security Document,
          or
          obtain any consents or waivers as may be necessary or appropriate in connection
          therewith. Deliver or cause to be delivered to the Administrative Agent
          and the
          Collateral Agent from time to time such other documentation, consents,
          authorizations, approvals and orders in form and substance reasonably
          satisfactory to the Administrative Agent and the Collateral Agent as the
          Administrative Agent and the Collateral Agent shall reasonably deem necessary
          to
          perfect or maintain the Liens on the Collateral pursuant to the Security
          Documents. Upon the exercise by the Administrative Agent, the Collateral
          Agent
          or the Required Lenders of any power, right, privilege or remedy pursuant
          to any
          Loan Document which requires any consent, approval, registration, qualification
          or authorization of any Governmental Authority execute and deliver all
          applications, certifications, instruments and other documents and papers
          that
          the Administrative Agent, the Collateral Agent or the Required Lenders
          may
          require. If the Administrative Agent, the Collateral Agent or the Required
          Lenders reasonably determine that they are required by law or regulation
          to have
          appraisals prepared in respect of the Real Property of any Loan Party
          constituting Collateral, the Borrower shall provide to the Administrative
          Agent
          appraisals that satisfy the applicable requirements of the Real Estate
          Appraisal
          Reform Amendments of FIRREA or other applicable law and are otherwise in
          form
          and substance reasonably satisfactory to the Administrative Agent and the
          Collateral Agent.

         

        SECTION
          5.12  Information
          Regarding Collateral

         

        (a)  Not
          effect any change (i) in any Loan Party’s legal name, (ii) in the
          location of any Loan Party’s chief executive office, (iii) in any Loan
          Party’s identity or organizational structure, (iv) in any Loan Party’s
          Federal Taxpayer Identification Number or organizational identification
          number,
          if any or (v) in any Loan Party’s jurisdiction of organization (in each
          case, including by merging with or into any other entity, reorganizing,
          dissolving, liquidating, reorganizing or organizing in any other jurisdiction),
          until (A) it shall have given the Collateral Agent and the Administrative
          Agent not less than 30 days’ prior written notice (in the form of an
          Officers’ Certificate), or such lesser notice period agreed to by the Collateral
          Agent, of its intention so to do, clearly describing such change and providing
          such other information in connection therewith as the Collateral Agent
          or the
          Administrative Agent may reasonably request and (B) it shall have taken all
          action reasonably satisfactory to the Collateral Agent to maintain the
          perfection and priority of the security interest of the Collateral Agent
          for the
          benefit of the Secured Parties in the Collateral, if applicable. Each Loan
          Party
          agrees to promptly provide the Collateral Agent with certified Organizational
          Documents reflecting any of the changes described in the preceding sentence.
          Each Loan Party also agrees to promptly notify the Collateral Agent of
          any
          change in the location of any office in which it maintains books or records
          relating to Collateral owned by it or any office or facility at which Collateral
          is located (including the establishment of any such new office or facility),
          other than changes in location to a Mortgaged Property or a leased property
          subject to a Landlord Access Agreement. Prior to the Discharge of First
          Lien
          Obligations, Parent and the Borrower shall, and shall cause each Subsidiary
          to,
          comply with the requirements of this Section
          5.12
          with
          respect to the Obligations hereunder only to the same extent that Parent,
          the
          Borrower and such Subsidiaries are required to comply with provisions analogous
          to this Section
          5.12
          with
          respect to the First Lien Obligations in the First Lien Credit
          Agreement.

         

        (b)  Concurrently
          with the delivery of financial statements pursuant to Section 5.01(a),
          deliver
          to the Administrative Agent and the Collateral Agent a Perfection Certificate
          Supplement and a certificate of a Financial Officer and the chief legal
          officer
          of the Borrower certifying that all UCC financing statements (including
          fixture
          filings, as applicable) or other appropriate filings, recordings or
          registrations, including all refilings, rerecordings and reregistrations,
          containing a description of the Collateral have been filed of record in
          each
          governmental, municipal or other appropriate office in each jurisdiction
          necessary to protect and perfect the security interests and Liens under
          the
          Security Documents for a period of not less than 18 months after the date
          of
          such certificate (except as noted therein with respect to any continuation
          statements to be filed within such period). 

         

        SECTION
          5.13  Post-Closing
          Matters.

         

        (a)
          The
          Borrower will cause the delivery of a Control Agreement reasonably satisfactory
          to the Collateral Agent with respect to Alcoa’s accounts at (i) Bank Midwest,
          N.A., number 0204009908 and (ii) Mellon Bank, number 010-1944 within 30
          Business
          Days of the Closing Date (subject to extension or waiver by the Collateral
          Agent
          in its sole discretion).

         

        (b)  To
          the
          extent such items have not been delivered as of the Closing Date, within
          ninety
          (90) days after the Closing Date (subject to extension or waiver by the
          Collateral Agent in its sole discretion) Borrower shall cause Alcoa to
          deliver
          to the Collateral Agent, with respect to the properties located at (i)
          100
          Cellwood Road, Gaffney, South Carolina, (ii) 1601 Commerce Boulevard, Denison,
          Texas, (iii) 185 Johnson Drive, Stuarts Draft, Virginia and (iv) 2405 Campbell
          Road, Sidney, Ohio, the following:

         

        (i)  a
          Mortgage, encumbering each Mortgaged Property in favor of the Collateral
          Agent,
          for the benefit of the Secured Parties, duly executed and acknowledged
          by each
          Loan Party that is the owner of or holder of any interest in such Mortgaged
          Property, and otherwise in form for recording in the recording office of
          each
          applicable political subdivision where each such Mortgaged Property is
          situated,
          together with such certificates, affidavits, questionnaires or returns
          as shall
          be required in connection with the recording or filing thereof to create
          a lien
          under applicable law, and such financing statements and any other instruments
          necessary to grant a mortgage lien under the laws of any applicable
          jurisdiction, all of which shall be in form and substance reasonably
          satisfactory to Collateral Agent;

         

        (ii)  with
          respect to each Mortgaged Property, such consents, approvals, amendments,
          supplements, estoppels, tenant subordination agreements or other instruments
          as
          shall reasonably be deemed necessary by the Collateral Agent in order for
          the
          owner or holder of the fee or leasehold interest constituting such Mortgaged
          Property to grant the Lien contemplated by the Mortgage with respect to
          such
          Mortgaged Property;

         

        (iii)  with
          respect to each Mortgage, a Title Policy;

         

        (iv)  with
          respect to each Mortgaged Property, such affidavits, certificates, information
          (including financial data) and instruments of indemnification (including
          a
          so-called “gap” indemnification) as shall be required to induce the Title
          Company to issue the Title Policies contemplated above;

         

        (v)  evidence
          reasonably acceptable to the Collateral Agent of payment by the Borrower
          of all
          Title Policy premiums, search and examination charges, escrow charges and
          related charges, mortgage recording taxes, fees, charges, costs and expenses
          required for the recording of the Mortgages and issuance of the Title Policies
          referred to above;

         

        (vi)  with
          respect to each Real Property or Mortgaged Property, copies of all Leases
          in
          which the Borrower or any Subsidiary holds the lessor’s interest or other
          agreements relating to possessory interests, if any. To the extent any
          of the
          foregoing affect any Mortgaged Property, such agreement shall be subordinate
          to
          the Lien of the Mortgage to be recorded against such Mortgaged Property,
          either
          expressly by its terms or pursuant to a subordination, non-disturbance
          and
          attornment agreement, and shall otherwise be acceptable to the Collateral
          Agent;

         

        (vii)  with
          respect to each Mortgaged Property, each Loan Party shall have made all
          notifications, registrations and filings, to the extent required by, and
          in
          accordance with, all Governmental Real Property Disclosure Requirements
          applicable to such Mortgaged Property; 

         

        (viii)  Surveys
          with respect to each Mortgaged Property; and

         

        (ix)  favorable
          written opinions of local counsel in the states in which each such Mortgaged
          Property is located.

         

        (c)  Within
          a
          period of sixty (60) days after the Closing Date (to the extent not previously
          delivered), the applicable Loan Party, shall use its commercially reasonable
          efforts to deliver a Landlord Access Agreement in form and substance reasonably
          satisfactory to the Collateral Agent, unless the Collateral Agent shall,
          in its
          reasonable judgment, waive such delivery, with respect to each of the leased
          Real Properties referred to in Section
          5.13(b).

         

        (d)  To
          the
          extent such items have not been delivered as of the Closing Date, within
          twenty
          (20) days after the Closing Date (subject to extension or waiver by the
          Collateral Agent in its sole discretion) Borrower shall cause MW Manufacturers
          Inc. to deliver to the Collateral Agent, with respect to the Mortgaged
          Property
          located at Lee County, Mississippi, a certificate as to the good standing
          of MW
          Manufacturers Inc. (in so-called “long-form” if available) as of a recent date,
          from the Secretary of State of Mississippi (or other applicable Governmental
          Authority).

         

         

        ARTICLE
          VI  

         

        NEGATIVE
          COVENANTS

         

        Each
          Loan
          Party warrants, covenants and agrees with each Lender that, so long as
          this
          Agreement shall remain in effect and until the Commitments have been terminated
          and the principal of and interest on each Loan, all Fees and all other
          expenses
          or amounts payable under any Loan Document have been paid in full, unless
          the
          Required Lenders shall otherwise consent in writing, no Loan Party will,
          nor
          will they cause or permit any Subsidiaries to:

         

        SECTION
          6.01  Indebtedness.
          Incur,
          create, assume or permit to exist, directly or indirectly, any Indebtedness,
          except

         

        (a)  (i)
          Indebtedness incurred under this Agreement and the other Loan Documents
          and (ii)
          Indebtedness under the First Lien Credit Agreement in an aggregate principal
          amount of not more than $655.0 million at any time outstanding plus any
          additional principal amount of First Lien Term Loans issued pursuant to
          Section
          11.02(d)
          of the
          First Lien Credit Agreement after the Closing Date, less
          the sum
          of (x) the amount of all mandatory and scheduled repayments and prepayments
          applied to any term loans under the First Lien Credit Agreement and (y) the
          amount of all mandatory and scheduled repayments and prepayments of any
          revolving loans (including swingline loans), to the extent accompanied
          by
          corresponding reductions in the applicable commitment amount, under the
          First
          Lien Credit Agreement, other than, in either case, to the extent such repayments
          or prepayments occur in connection with a refinancing of the First Lien
          Credit
          Agreement and such loans are replaced concurrently therewith by loans under
          a
          new First Lien Credit Agreement and the First Lien Collateral Agent thereunder
          enters into the Intercreditor Agreement with the Collateral Agent; provided
          that the
          First Lien Documents shall not include any provisions, terms or conditions
          that
          would not be permitted, under Section
          5.3
          of the
          Intercreditor Agreement in any amendment of the First Lien Loan
          Documents;

         

        (b)  (i) Indebtedness
          outstanding on the Closing Date and listed on Schedule 6.01(b),
          (ii) refinancings or renewals thereof or of the Indebtedness under clauses
          (iii) and (iv) below; provided
          that
          (A) any such refinancing Indebtedness is in an aggregate principal amount
          not greater than the aggregate principal amount of the Indebtedness being
          renewed or refinanced, plus
          the
          amount of any premiums required to be paid thereon and reasonable fees
          and
          expenses associated therewith, (B) such refinancing Indebtedness has a
          later or equal final maturity and longer or equal weighted average life
          than the
          Indebtedness being renewed or refinanced and (C) the covenants, events of
          default, subordination and other provisions thereof (including any guarantees
          thereof) shall be, in the aggregate in all material respects, no less favorable
          to the Lenders than those contained in the Indebtedness being renewed or
          refinanced; (iii) the Senior Subordinated Notes and Senior Subordinated
          Note Guarantees issued on February 12, 2004 (including any notes and guarantees
          issued in exchange therefor in accordance with the registration rights
          document
          entered into in connection with the issuance of the Senior Subordinated
          Notes
          and Senior Subordinated Note Guarantees); (iv) the New Senior Subordinated
          Notes
          and New Senior Subordinated Note Guarantees issued on August 27, 2004 (including
          any notes and guarantees issued in exchange therefor in accordance with
          the
          registration rights document entered into in connection with the issuance
          of the
          New Senior Subordinated Notes and New Senior Subordinated Note Guarantees);
          and
          (v) additional Senior Subordinated Notes and Senior Subordinated Note
          Guarantees issued after the Closing Date (including any notes and guarantees
          issued in exchange therefor in accordance with the registration rights
          document
          entered into in connection with the issuance of such additional Senior
          Subordinated Notes and Senior Subordinated Note Guarantees) in an aggregate
          amount not to exceed $200.0 million less the aggregate amount of any Additional
          Loans, and additional Senior Subordinated Note Guarantees issued after
          February
          12, 2004 in accordance with the indenture governing the Senior Subordinated
          Notes by any Subsidiary Guarantor formed or acquired after February 12,
          2004;

         

        (c)  Indebtedness
          under Hedging Obligations that are designed to protect against fluctuations
          in
          interest rates, foreign currency exchange rates or commodity prices, in
          each
          case not entered into for speculative purposes; provided
          that if
          such Hedging Obligations relate to interest rates, (a) such Hedging
          Obligations relate to payment obligations on Indebtedness otherwise permitted
          to
          be incurred by the Loan Documents and (b) the notional principal amount of
          such Hedging Obligations at the time incurred does not exceed the principal
          amount of the Indebtedness to which such Hedging Obligations
          relate;

         

        (d)  Indebtedness
          permitted by Section 6.04(f);

         

        (e)  Indebtedness
          in respect of Purchase Money Obligations and Capital Lease Obligations,
          and
          refinancings or renewals thereof, in an aggregate amount not to exceed
          $30.0
          million at any time outstanding;

         

        (f)  Indebtedness
          incurred by Foreign Subsidiaries in an aggregate amount not to exceed $35.0
          million (not including the Canadian Intercompany Note) at any time
          outstanding;

         

        (g)  Indebtedness
          in respect of bid, performance or surety bonds, workers’ compensation claims,
          self-insurance obligations and bankers acceptances issued for the account
          of any
          Company in the ordinary course of business, including guarantees or obligations
          of any Company with respect to letters of credit supporting such bid,
          performance or surety bonds, workers’ compensation claims, self-insurance
          obligations and bankers acceptances (in each case other than for an obligation
          for money borrowed), in an aggregate amount not to exceed $30.0 million
          at any
          time outstanding;

         

        (h)  Contingent
          Obligations of any Loan Party in respect of Indebtedness otherwise permitted
          under this Section 6.01;

         

        (i)  Indebtedness
          arising from the honoring by a bank or other financial institution of a
          check,
          draft or similar instrument inadvertently (except in the case of daylight
          overdrafts) drawn against insufficient funds in the ordinary course of
          business;
provided,
          however,
          that
          such Indebtedness is extinguished within five Business Days of
          incurrence;

         

        (j)  the
          Canadian Intercompany Note;

         

        (k)  Indebtedness
          arising in connection with endorsement of instruments for deposit in the
          ordinary course of business;

         

        (l)  unsecured
          Indebtedness of any Company in an aggregate amount not to exceed $55 million
          at
          any time outstanding;

         

        (m)  Indebtedness
          assumed in connection with any Permitted Acquisition, and refinancing or
          renewals thereof, in an aggregate amount not to exceed $57.5 million at any
          time outstanding;

         

        (n)  indemnification,
          adjustment of purchase price, earn-out or similar obligations, in each
          case,
          incurred or assumed in connection with the acquisition or disposition of
          any
          business or property of the Borrower or any Subsidiary of the Borrower
          or Equity
          Interests of any Subsidiary of the Borrower, other than guarantees of
          Indebtedness incurred by any person acquiring all or any portion of such
          business, property or Equity Interests for the purpose of financing any
          such
          acquisition; provided
          that the
          maximum aggregate liability in respect of all such obligations outstanding
          under
          this clause (n) shall at no time exceed (a) in the case of an acquisition,
          $23.0 million (provided
          that the
          amount of such liability shall be deemed to be the amount thereof, if any,
          reflected on the balance sheet of the Borrower or any Subsidiary (e.g.,
          the
          amount of such liability shall be deemed to be zero if no amount is reflected
          on
          such balance sheet)) and (b) in the case of a disposition, the gross proceeds
          actually received by the Borrower and its Subsidiaries in connection with
          such
          disposition;

         

        (o)  Indebtedness
          incurred in the ordinary course of business under guarantees of Indebtedness
          of
          suppliers, licensees, franchisees or customers in an aggregate amount,
          together
          with the aggregate amount of Investments made pursuant to Section
          6.04(j),
          not to
          exceed $15.0 million at any time outstanding; and

         

        (p)  unsecured
          Indebtedness of Parent (“Permitted
          Parent Debt”)
          that
          (A) is not subject to any Guarantee by the Borrower or any of its
          Subsidiaries, (B) will not mature prior to the date that is 181 days after
          the Term Loan Maturity Date (as defined in the First Lien Credit Agreement),
          (C) has no scheduled amortization, mandatory prepayment events or payments
          of principal (other than prepayments related to asset sales or a change
          of
          control, subject to prior payment of all Obligations), (D) does not permit
          any payments in cash of interest or other amounts in respect of the principal
          thereof for at least five (5) years from the date of the issuance or incurrence
          thereof, and (E) has mandatory prepayment, repurchase or redemption,
          covenant, default and remedy provisions customary for senior discount notes
          of
          an issuer that is the parent of a borrower under senior secured credit
          facilities, and in any event, with respect to covenant, default and remedy
          provisions, no more restrictive than those contained in the New Senior
          Subordinated Note Indenture, taken as a whole (other than provisions customary
          for senior discount notes of a holding company); provided
          any such
          Indebtedness shall constitute Permitted Parent Debt only if (i) 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 the public ratings
          of
          the Loans by S&P and Moody’s are not lower than the respective ratings of
          the Loans by such rating agencies existing on the Closing Date, and
          (ii) after giving pro forma effect to the issuance or incurrence thereof,
          the Parent Consolidated Leverage Ratio shall be less than 5.50:1.00 and
          the
          Total Leverage Ratio shall be less than 4.00:1.00.

         

        SECTION
          6.02  Liens.
          Create,
          incur, assume or permit to exist, directly or indirectly, any Lien on any
          property now owned or hereafter acquired by it or on any income or revenues
          or
          rights in respect of any thereof, except the following (collectively, the
          “Permitted
          Liens”):

         

        (a)  inchoate
          Liens for taxes, assessments or governmental charges or levies not yet
          due and
          payable or delinquent and Liens for taxes, assessments or governmental
          charges
          or levies, which (i) are being contested in good faith by appropriate
          proceedings for which adequate reserves have been established in accordance
          with
          GAAP, which proceedings (or orders entered in connection with such proceedings)
          have the effect of preventing the forfeiture or sale of the property subject
          to
          any such Lien, (ii) in the case of any such charge or claim which has or
          may become a Lien against any of the Collateral, such Lien and the contest
          thereof shall satisfy the Contested Collateral Lien Conditions and (iii)
          individually or in the aggregate, could not reasonably expected to have
          a
          Material Adverse Effect;

         

        (b)  Liens
          in
          respect of property of any Company imposed by law, which were incurred
          in the
          ordinary course of business and do not secure Indebtedness for borrowed
          money,
          such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s,
          suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in
          the ordinary course of business, and (i) which do not in the aggregate
          materially detract from the value of the property of the Companies, taken
          as a
          whole, and do not materially impair the use thereof in the operation of
          the
          business of the Companies, taken as a whole, (ii) which, if they secure
          obligations that are then due and unpaid, are being contested in good faith
          by
          appropriate proceedings for which adequate reserves have been established
          in
          accordance with GAAP, which proceedings (or orders entered in connection
          with
          such proceedings) have the effect of preventing the forfeiture or sale
          of the
          property subject to any such Lien, and (iii) in the case of any such Lien
          which has or may become a Lien against any of the Collateral, such Lien
          and the
          contest thereof shall satisfy the Contested Collateral Lien
          Conditions;

         

        (c)  any
          Lien
          in existence on the Closing Date and set forth on Schedule 6.02(c)
          and any
          Lien granted as a replacement or substitute therefor; provided
          that any
          such replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A),
          does
          not secure an aggregate amount of Indebtedness, if any, greater than that
          secured on the Closing Date and (ii) does not encumber any property other
          than the property subject thereto on February 12, 2004 (any such Lien,
          an
“Existing
          Lien”);

         

        (d)  easements,
          rights-of-way, restrictions (including zoning restrictions), covenants,
          licenses, encroachments, protrusions and other similar charges or encumbrances,
          and minor title deficiencies on or with respect to any Real Property, in
          each
          case whether now or hereafter in existence, not (i) securing Indebtedness,
          (ii) individually or in the aggregate materially impairing the value or
          marketability of such Real Property or (iii) individually or in the
          aggregate materially interfering with the ordinary conduct of the business
          of
          the Companies at such Real Property;

         

        (e)  Liens
          arising out of judgments, attachments or awards not resulting in a Default
          and
          in respect of which such Company shall in good faith be prosecuting an
          appeal or
          proceedings for review in respect of which there shall be secured a subsisting
          stay of execution pending such appeal or proceedings and, in the case of
          any
          such Lien which has or may become a Lien against any of the Collateral,
          such
          Lien and the contest thereof shall satisfy the Contested Collateral Lien
          Conditions;

         

        (f)  Liens
          (other than any Lien imposed by ERISA) (x) imposed by law or deposits made
          in connection therewith in the ordinary course of business in connection
          with
          workers’ compensation, unemployment insurance and other types of social security
          legislation, (y) incurred in the ordinary course of business to secure the
          performance of tenders, statutory obligations (other than excise taxes),
          surety,
          stay, customs and appeal bonds, statutory bonds, bids, leases, government
          contracts, trade contracts, performance and return of money bonds and other
          similar obligations (exclusive of obligations for the payment of borrowed
          money)
          or (z) arising by virtue of deposits made in the ordinary course of
          business to secure liability for premiums to insurance carriers; provided
          that
          (i) with respect to clauses (x), (y) and (z) of this
          paragraph (f), such Liens are for amounts not yet due and payable or
          delinquent or, to the extent such amounts are so due and payable, such
          amounts
          are being contested in good faith by appropriate proceedings for which
          adequate
          reserves have been established in accordance with GAAP, which proceedings
          for
          orders entered in connection with such proceedings have the effect of preventing
          the forfeiture or sale of the property subject to any such Lien, (ii) to
          the extent such Liens are not imposed by law, such Liens shall in no event
          encumber any property other than cash and Cash Equivalents, (iii) in the
          case of any such Lien against any of the Collateral, such Lien and the
          contest
          thereof shall satisfy the Contested Collateral Lien Conditions and (iv) the
          aggregate amount of deposits at any time pursuant to clause (y) and
          clause (z) of this paragraph (f) shall not exceed $5.0 million in
          the aggregate;

         

        (g)  Leases
          of
          the properties of any Company, in each case entered into in the ordinary
          course
          of such Company’s business so long as such Leases are subordinate in all
          respects to the Liens granted and evidenced by the Security Documents and
          do
          not, individually or in the aggregate, (i) interfere in any material
          respect with the ordinary conduct of the business of any Company or
          (ii) materially impair the use (for its intended purposes) or the value of
          the property subject thereto;

         

        (h)  Liens
          arising out of conditional sale, title retention, consignment or similar
          arrangements for the sale of goods entered into by any Company in the ordinary
          course of business;

         

        (i)  Liens
          securing Indebtedness incurred pursuant to Section 6.01(e);
          provided
          that any
          such Liens attach only to the property being financed pursuant to such
          Indebtedness and do not encumber any other property of any Company;

         

        (j)  bankers’
          Liens, rights of setoff and other similar Liens existing solely with respect
          to
          cash and Cash Equivalents on deposit in one or more accounts maintained
          by any
          Company, in each case granted in the ordinary course of business in favor
          of the
          bank or banks with which such accounts are maintained, securing amounts
          owing to
          such bank with respect to cash management and operating account arrangements,
          including those involving pooled accounts and netting arrangements; provided
          that,
          unless such Liens are non-consensual and arise by operation of law, in
          no case
          shall any such Liens secure (either directly or indirectly) the repayment
          of any
          Indebtedness;

         

        (k)  Liens
          on
          property of a person existing at the time such person is acquired or merged
          with
          or into or consolidated with any Company to the extent permitted hereunder
          (and
          not created in anticipation or contemplation thereof); provided
          that
          such Liens do not extend to property not subject to such Liens at the time
          of
          acquisition (other than improvements thereon) and are no more favorable
          to the
          lienholders than such existing Lien;

         

        (l)  Liens
          granted pursuant to the Security Documents to secure the Obligations and
          Liens
          granted under First Lien Security Documents to secure First Lien Obligations
          incurred in accordance with Section
          6.01(a)(ii);
          (it
          being understood that such Liens are subject to the Intercreditor
          Agreement);

         

        (m)  licenses
          of Intellectual Property granted by any Company in the ordinary course
          of
          business and not interfering in any material respect with the ordinary
          conduct
          of business of the Companies;

         

        (n)  the
          filing of UCC or PPSA financing statements solely as a precautionary measure
          in
          connection with operating leases or consignment of goods;

         

        (o)  Liens
          securing Indebtedness incurred pursuant to Section 6.01(f);
          provided
          that
          (i) such Liens do not extend to, or encumber, property which constitutes
          Collateral and (ii) such Liens extend only to the property (or Equity
          Interests) of the Foreign Subsidiary incurring such Indebtedness;

         

        (p)  the
          existence of the “equal and ratable” clause in the Senior Subordinated Note
          Documents and the New Senior Subordinated Note Documents (but not any security
          interests granted pursuant thereto); and

         

        (q)  Liens
          incurred in the ordinary course of business of any Company with respect
          to
          obligations that do not in the aggregate exceed $12.0 million at any time
          outstanding, so long as such Liens, to the extent covering any Collateral,
          are
          junior to the Liens granted pursuant to the Security Documents;

         

        provided,
          however,
          that no
          consensual Liens shall be permitted to exist, directly or indirectly, on
          any
          Securities Collateral, other than Liens granted pursuant to the Security
          Documents and the First Lien Security Documents.

         

        SECTION
          6.03  Sale
          and Leaseback Transactions.
          Enter
          into any arrangement, directly or indirectly, with any person whereby it
          shall
          sell or transfer any property, real or personal, used or useful in its
          business,
          whether now owned or hereafter acquired, and thereafter rent or lease such
          property or other property which it intends to use for substantially the
          same
          purpose or purposes as the property being sold or transferred (a “Sale
          and Leaseback Transaction”)
          (other
          than a Permitted Sale and Leaseback Transaction) unless (i) the sale of
          such property is permitted by Section 6.06
          and
          (ii) any Liens arising in connection with its use of such property are
          permitted by Section 6.02.

         

        SECTION
          6.04  Investment,
          Loan and Advances.
          Directly or indirectly, lend money or credit (by way of guarantee or otherwise)
          or make advances to any person, or purchase or acquire any stock, bonds,
          notes,
          debentures or other obligations or securities of, or any other interest
          in, or
          make any capital contribution to, any other person, or purchase or own
          a futures
          contract or otherwise become liable for the purchase or sale of currency
          or
          other commodities at a future date in the nature of a futures contract
          (all of
          the foregoing, collectively, “Investments”),
          except that the following shall be permitted:

         

        (a)  the
          Companies may consummate the Alcoa Acquisition Transactions in accordance
          with
          the provisions of the Alcoa Acquisition Transaction Documents;

         

        (b)  Investments
          outstanding on the Closing Date and identified on Schedule 6.04(b);

         

        (c)  the
          Companies may (i) acquire and hold accounts receivables owing to any of
          them if created or acquired in the ordinary course of business and payable
          or
          dischargeable in accordance with customary terms, (ii) invest in, acquire
          and hold cash and Cash Equivalents, (iii) endorse negotiable instruments
          held for collection in the ordinary course of business or (iv) make lease,
          utility and other similar deposits in the ordinary course of
          business;

         

        (d)  Hedging
          Obligations incurred pursuant to Section 6.01(c);

         

        (e)  loans
          and
          advances to directors, employees and officers of the Borrower and the
          Subsidiaries for bona
          fide
          business
          purposes and to purchase Equity Interests of Super Holdings or, if the
          IPO
          Entity, Holdings, in aggregate amount not to exceed $12.0 million at any
          time outstanding;

         

        (f)  Investments
          (i) by Parent, the Borrower or any Subsidiary Guarantor in the Borrower or
          any Subsidiary Guarantor and (ii) by a Subsidiary that is not a Subsidiary
          Guarantor in any other Subsidiary that is not a Subsidiary Guarantor;
provided
          that any
          Investment in the form of a loan or advance by or in a Loan Party shall
          be
          evidenced by an Intercompany Note and, in the case of a loan or advance
          by a
          Loan Party, pledged by such Loan Party as Collateral pursuant to the Security
          Documents;

         

        (g)  Investments
          in securities of trade creditors or customers in the ordinary course of
          business
          received upon foreclosure or pursuant to any plan of reorganization or
          similar
          arrangement upon the bankruptcy or insolvency of such trade creditors or
          customers;

         

        (h)  Investments
          made by the Borrower or any Subsidiary as a result of consideration received
          in
          connection with an Asset Sale made in compliance with Section 6.06;

         

        (i)  (x)
          Investments in Foreign Subsidiaries in an aggregate amount not to exceed
          $27.5
          million at any time outstanding, after taking into account amounts returned
          in
          cash (including upon disposition) and (y) Investments in Foreign Subsidiaries
          with the proceeds of Excluded Issuances to the extent such proceeds have
          not
          been utilized for any other purpose; provided
          that
          any
          such Investment made in the form of a loan or advance shall be evidenced
          by an
          Intercompany Note and, in the case of a loan or advance by a Loan Party,
          pledged
          by such Loan Party as Collateral pursuant to the Security
          Documents;

         

        (j)  loans
          and
          advances to suppliers, licensees, franchisees or customers of the Borrower
          or
          any of its Subsidiaries made in the ordinary course of business in an aggregate
          amount, together with the aggregate amount of Indebtedness incurred pursuant
          to
Section
          6.01(o),
          not to
          exceed $15.0 million at any time outstanding;

         

        (k)  Investments
          in Subsidiaries as a result of the consummation of Permitted
          Acquisitions;

         

        (l)  Guarantees
          of Indebtedness not prohibited by Section
          6.01;
          and

         

        (m)  other
          investments in an aggregate amount not to exceed $40.0 million at any time
          outstanding.

         

        SECTION
          6.05  Mergers
          and Consolidations.
          Wind
          up, liquidate or dissolve its affairs or enter into any transaction of
          merger or
          consolidation (or agree to do any of the foregoing at any future time),
          except
          that the following shall be permitted:

         

        (a)  Asset
          Sales in compliance with Section 6.06;

         

        (b)  acquisitions
          in compliance with Section 6.07;

         

        (c)  (x)
          any
          Company (other than may merge or consolidate with or into the Borrower
          or any
          Subsidiary Guarantor (as long as the Borrower or a Subsidiary Guarantor
          is the
          surviving person in such merger or consolidation and remains a Wholly Owned
          Subsidiary of Parent); provided
          that the
          Lien on and security interest in such property granted or to be granted
          in favor
          of the Collateral Agent under the Security Documents shall be maintained
          or
          created in accordance with the provisions of Section 5.10
          or
Section 5.11,
          as
          applicable and (y) any Non-Guarantor Subsidiary may transfer property or
          lease
          to or acquire or lease property from any Non-Guarantor Subsidiary or may
          be
          merged into any other Non-Guarantor Subsidiary; and

         

        (d)  any
          Subsidiary may dissolve, liquidate or wind up its affairs at any time;
          provided
          that
          such dissolution, liquidation or winding up, as applicable, could not reasonably
          be expected to have a Material Adverse Effect; and

         

        (e)  Holdings
          or Super Holdings may merge with or into or consolidate with or into Parent
          in
          connection with any IPO, as long as the surviving person assumes all of
          the
          obligations of Parent under the Loan Documents and no Default shall have
          occurred and be continuing.

         

        To
          the
          extent the Required Lenders waive the provisions of this Section 6.05
          with
          respect to the sale of any Collateral, or any Collateral is sold as permitted
          by
          this Section 6.05,
          such
          Collateral (unless sold to a Company) shall be sold free and clear of the
          Liens
          created by the Security Documents and the First Lien Security Documents,
          and the
          Agents shall take all actions they deem appropriate in order to effect
          the
          foregoing.

         

        SECTION
          6.06  Asset
          Sales.
          Effect
          any Asset Sale, or agree to effect any Asset Sale, except that the following
          shall be permitted subject to Section 2.10(c):

         

        (a)  disposition
          of used, worn out, obsolete or surplus property by any Loan Party in the
          ordinary course of business and the abandonment or other disposition of
          Intellectual Property that is, in the reasonable judgment of the Borrower,
          no
          longer economically practicable to maintain or useful in the conduct of
          the
          business of the Companies taken as a whole;

         

        (b)  Asset
          Sales (other than Asset Sales of Equity Interests in CWD); provided
          that the
          aggregate consideration received in respect of all Asset Sales pursuant
          to this
          clause (b) shall not exceed $87.5 million in any four consecutive fiscal
          quarters of the Borrower;

         

        (c)  leases
          of
          real or personal property in the ordinary course of business and in accordance
          with the applicable Security Documents;

         

        (d)  the
          Alcoa
          Acquisition Transactions as contemplated by the Alcoa Acquisition Transaction
          Documents;

         

        (e)  mergers
          and consolidations in compliance with Section 6.05;

         

        (f)  Investments
          in compliance with Section 6.04;

         

        (g)  Permitted
          Sale and Leaseback Transactions;

         

        (h)  the
          sale
          of (X) (i) all, but not less than all, of the Equity Interests in CWD or
          (ii)
          all or substantially all of the assets of CWD; provided
          that, in
          the case of (ii), the sale yields Net Cash Proceeds that would be sufficient
          to
          redeem all Canadian term loans made by lenders to CWD pursuant to the First
          Lien
          Credit Agreement and Obligations related thereto, (Y) all, but not less
          than
          all, of the Equity Interests in, or all or substantially all of the assets
          of,
          Kroy Building Products, Inc. or (Z) all, but not less than all, of the
          Equity
          Interests in, or all or substantially all of the assets of, Great Lakes
          Window,
          Inc. and/or Napco Window Systems, Inc.;

         

        (i)  the
          Borrower and the Subsidiaries may sell Cash Equivalents in the ordinary
          course
          of business;

         

        (j)  sales,
          transfers and dispositions of accounts receivable in connection with the
          compromise, settlement or collection thereof;

         

        (k)  within
          365 days after the consummation of a Permitted Acquisition, the sale, transfer
          or disposition for cash, and for fair market value, of assets acquired
          in
          connection with such Permitted Acquisition and not required in the operation
          of
          the business of the Borrower or any of the Subsidiaries; and

         

        (l)  closure
          of Variform Inc.’s vinyl siding plant or Napco Inc.’s metal accessories plant
          and substitution with either an Alcoa vinyl siding plant or an Alcoa metal
          accessory plant pursuant to a sale and leaseback.

         

        To
          the
          extent the Required Lenders waive the provisions of this Section 6.06
          with
          respect to the sale of any Collateral, or any Collateral is sold as permitted
          by
          this Section 6.06,
          such
          Collateral (unless sold to a Company) shall be sold free and clear of the
          Liens
          created by the Security Documents and the First Lien Security Documents,
          and the
          Agents shall take all actions they deem appropriate in order to effect
          the
          foregoing.

         

        SECTION
          6.07  Acquisitions.
          Purchase or otherwise acquire (in one or a series of related transactions)
          any
          part of the property (whether tangible or intangible) of any person (or
          agree to
          do any of the foregoing at any future time), except that the following
          shall be
          permitted:

         

        (a)  Capital
          Expenditures by the Borrower and the Subsidiaries shall be permitted to
          the
          extent permitted by Section 6.10(c);

         

        (b)  purchases
          and other acquisitions of inventory, materials, equipment and intangible
          property in the ordinary course of business;

         

        (c)  Investments
          in compliance with Section 6.04;

         

        (d)  leases
          of
          real or personal property in the ordinary course of business and in accordance
          with the applicable Security Documents;

         

        (e)  the
          Alcoa
          Acquisition Transactions as contemplated by the Alcoa Acquisition Transaction
          Documents;

         

        (f)  Permitted
          Acquisitions; and

         

        (g)  mergers
          and consolidations in compliance with Section 6.05;

         

        provided
          that the
          Lien on and security interest in such property granted or to be granted
          in favor
          of the Collateral Agent under the Security Documents shall be maintained
          or
          created in accordance with the provisions of Section 5.10
          or
Section 5.11,
          as
          applicable.

         

        SECTION
          6.08  Dividends.
          Authorize, declare or pay, directly or indirectly, any Dividends with respect
          to
          any Company, except that the following shall be permitted:

         

        (a)  Dividends
          by any Company to the Borrower or any Subsidiary of the Borrower and to
          minority
          equityholders of any Subsidiary paid ratably;

         

        (b)  payments
          by the Borrower or by Parent to permit Holdings, Super Holdings or Parent,
          and
          which are used by Holdings, Super Holdings or Parent, to redeem Equity
          Interests
          of the Borrower, Holdings, Super Holdings or Parent held by officers, directors
          or employees or former officers, directors or employees (or their transferees,
          estates or beneficiaries under their estates), upon their death, disability,
          retirement, severance or termination of employment or service, or in connection
          with the restructuring of awards under the PlyGem Prime Holdings, Inc.
          Amended
          and Restated Phantom Stock Plan that do not exceed $2.5 million in any
          one year;
provided
          that the
          aggregate cash consideration paid for all redemptions described in this
          clause
          (b) shall not exceed the sum of (A) $12.0 million during any calendar year
          (with unused amounts being available to be used in the following calendar
          year,
          but not in any succeeding calendar year) plus (B) the amount of any Net
          Cash
          Proceeds received by or contributed to the Borrower from the issuance and
          sale
          after February 12, 2004 of Qualified Capital Stock of Parent, Holdings,
          Super
          Holdings or the Borrower to its officers, directors or employees that have
          not
          been applied to the payment of Dividends pursuant to this clause (b), plus
          (C)
          the Net Cash Proceeds of any “key-man” life insurance policies that have not
          been applied to the payment of Dividends pursuant to this clause
          (b);

         

        (c)  (A)
          to
          the extent actually used by Parent, Holdings and Super Holdings to pay
          such
          taxes, costs and expenses, payments by the Borrower to or on behalf of
          Parent,
          Holdings and Super Holdings in an amount sufficient to pay franchise taxes
          and
          other fees required to maintain the legal existence of Parent, Holdings
          and
          Super Holdings and (B) payments by the Borrower to or on behalf of Parent,
          Holdings and Super Holdings in an amount sufficient to pay out-of-pocket
          legal,
          accounting and filing costs and other expenses in the nature of overhead
          of
          Parent, Holdings and Super Holdings in the case of clauses (A) and (B) in
          an aggregate amount not to exceed $900,000 in any fiscal year; 

         

        (d)  Permitted
          Tax Distributions by the Borrower to Parent, Holdings or Super Holdings,
          so long
          as Parent, Holdings or Super Holdings uses such distributions to pay its
          taxes;

         

        (e)  distributions
          of the proceeds of any Permitted Parent Debt to Holdings; and

         

        (f)  distributions
          to Parent in order to enable Parent, Holdings or Super Holdings to pay,
          and
          which are used by Parent, Holdings or Super Holdings to pay, customary
          and
          reasonable costs and expenses of an offering of securities of Parent, Holdings
          or Super Holdings that is not consummated.

         

        SECTION
          6.09  Transactions
          with Affiliates.
          Enter
          into, directly or indirectly, any transaction or series of related transactions,
          whether or not in the ordinary course of business, with any Affiliate of
          any
          Company (other than between or among the Borrower and one or more Subsidiary
          Guarantors), other than on terms and conditions at least as favorable to
          such
          Company as would reasonably be obtained by such Company at that time in
          a
          comparable arm’s-length transaction with a person other than an Affiliate,
          except that the following shall be permitted:

         

        (a)  Dividends
          permitted by Section 6.08;

         

        (b)  Investments
          permitted by Sections
          6.04(e),
          (f),
          (i)
          and, to
          the extent such Investments are in Subsidiaries, (m);

         

        (c)  reasonable
          and customary director, officer and employee compensation (including bonuses)
          and other benefits (including retirement, health, stock option and other
          benefit
          plans) and indemnification, compensation, employment and severance agreements,
          in each case approved by the Board of Directors;

         

        (d)  transactions
          with customers, clients, suppliers, joint venture partners or purchasers
          or
          sellers of goods and services, in each case in the ordinary course of business
          and otherwise not prohibited by the Loan Documents;

         

        (e)  so
          long
          as no Default exists, the payment of regular management fees and transaction
          fees payable upon acquisitions, divestitures and the sale of Parent, to
          Sponsor
          in the amounts and at the times specified in the Advisory Services Agreement,
          as
          in effect on February 12, 2004 or as thereafter amended or replaced in
          any
          manner, that, taken as a whole, is not more adverse to the interests of
          the
          Lenders in any material respect than such agreement as it was in effect
          on
          February 12, 2004;

         

        (f)  sales
          or
          issuances of Qualified Capital Stock to Affiliates of the Borrower not
          otherwise
          prohibited by the Loan Documents and the granting of registration and other
          customary rights in connection therewith;

         

        (g)  any
          transaction with an Affiliate where the only consideration paid by any
          Loan
          Party is Qualified Capital Stock;

         

        (h)  the
          Alcoa
          Acquisition Transactions as contemplated by the Alcoa Acquisition Transaction
          Documents;

         

        (i)  the
          entering into of a tax sharing agreement, or payments pursuant thereto,
          between
          the Borrower and/or one or more Subsidiaries, on the one hand, and any
          other
          person with which the Borrower or such Subsidiaries are required or permitted
          to
          file a consolidated tax return or with which the Borrower or such Subsidiaries
          are part of a consolidated group for tax purposes, on the other hand, which
          payments by the Borrower and its Subsidiaries are not in excess of the
          tax
          liabilities that would have been payable by them on a stand-alone
          basis;

         

        (j)  entering
          into an agreement that provides registration rights to the shareholders
          of the
          Borrower, Holdings, Super Holdings or Parent or amending any such agreement
          with
          shareholders of the Borrower, Holdings, Super Holdings or Parent and the
          performance of such agreements;

         

        (k)  any
          transaction with a joint venture or similar entity which would constitute
          a
          transaction with an Affiliate solely because the Borrower or any of its
          Subsidiaries owns an equity interest in or otherwise controls such joint
          venture
          or similar entity; provided
          that no
          Affiliate of the Borrower or any of its Subsidiaries other than the Borrower
          or
          any Subsidiary of the Borrower shall have a beneficial interest in such
          joint
          venture or similar entity;

         

        (l)  any
          merger, consolidation or reorganization of the Borrower with an Affiliate,
          solely for the purposes of (a) reorganizing to facilitate an IPO of securities
          of the Borrower, Holdings, Super Holdings, Parent or other holding company,
          (b)
          forming a holding company or (c) reincorporating the Borrower in a new
          jurisdiction;

         

        (m)  sales
          of
          inventory between or among the Borrower and/or one or more of its Subsidiaries
          in the ordinary course of business; and

         

        (n)  (i)
          any
          agreement in effect on the Closing Date listed on Schedule
          6.09(n),
          as in
          effect on the Closing Date or as thereafter amended or replaced in any
          manner,
          that, taken as a whole, is not more adverse to the interests of the Lenders
          in
          any material respect than such agreement as it was in effect on the Closing
          Date
          or (ii) any transaction pursuant to any agreement referred to in the immediately
          preceding clause (i).

         

        SECTION
          6.10  Financial
          Covenants.
           (a) Maximum
          Total Leverage Ratio.
          Permit
          the Total Leverage Ratio, at any date during any period set forth in the
          table
          below, to exceed the ratio set forth opposite such period in the table
          below:


         

        
          	
                          Test
                    Period

                	
                        Leverage
                    Ratio

                
	
                   

                  Closing
                    Date - December 31, 2007

                	 

                  7.00
                    to 1.0

                	
                  
                  

                  
                  

                
	
                   

                  January
                    1, 2008 - September 27, 2008

                	 

                  6.85
                    to 1.0

                	
                  
                  

                   

                  
                  

                
	
                  September
                    28, 2008 - July 4, 2009

                	 

                  6.70
                    to 1.0

                	
                  
                  

                  
                  

                
	
                   

                  July
                    5, 2009 - December 31, 2009

                	 

                  6.50
                    to 1.0

                	
                  
                  

                  
                  

                
	
                   

                  January
                    1, 2010 - October 2, 2010

                	 

                  6.00
                    to 1.0

                	
                  
                  

                  
                  

                
	
                   

                  October
                    3, 2010 and thereafter

                	 

                  5.75

                	
                  
                  

                  
                  

                


        

        


        


        (b)  Minimum
          Interest Coverage Ratio.
          Permit
          the Consolidated Interest Coverage Ratio, for any Test Period ending during
          any
          period set forth in the table below, to be less than the ratio set forth
          opposite such period in the table below:

         

        
          	
                          Test
                    Period

                	
                      Interest
                    Coverage Ratio

                
	
                   

                  Closing
                    Date - March 29, 2008

                	 

                  1.35
                    to 1.0

                	
                  
                  

                   

                  
                  

                
	
                   

                  March
                    30, 2008 - December 31, 2008

                	 

                  1.45
                    to 1.0

                	
                  
                  

                  
                  

                
	
                   

                  January
                    1, 2009 - December 31, 2009

                	 

                  1.55
                    to 1.0

                	
                  
                  

                  
                  

                
	
                   

                  January
                    1, 2010 and thereafter

                	 

                  1.60
                    to 1.0

                	
                  
                  

                  
                  

                


        

        


        (c)  Limitation
          on Capital Expenditures.
          Permit
          the aggregate amount of Capital Expenditures made in any period set forth
          below,
          to exceed the amount set forth opposite such period below:

         

        
          	
                          Test
                    Period

                	
                                 
                    Amount

                
	
                   

                  Closing
                    Date --December 31, 2006

                	
                  
                  

                  $ 
                    60.0
                    million

                	
                  
                  

                  
                  

                
	
                   

                  January
                    1, 2007 - December 31, 2007

                	
                  
                  

                   

                  $ 
                    60.0
                    million

                	
                  
                  

                  
                  

                
	
                   

                  January
                    1, 2008 - December 31, 2008

                	
                  
                  

                  $ 
                    60.0
                    million

                	
                  
                  

                  
                  

                
	
                   

                  January
                    1, 2009 - December 31, 2009

                	
                  
                  

                   

                  $ 
                    60.0
                    million

                	
                  
                  

                  
                  

                
	
                   

                  Each
                    calendar year ending after 2009

                	
                  
                  

                   

                  $ 
                    60.0
                    million

                	
                  
                  

                  
                  

                


        

        


        provided,
          however,
          that
          (x) if the aggregate amount of Capital Expenditures made in any fiscal year
          shall be less than the maximum amount of Capital Expenditures permitted
          under
          this Section 6.10(c)
          for such
          fiscal year (before giving effect to any carryover), then an amount of
          such
          shortfall not exceeding 50% of such maximum amount (without giving effect
          to
          clause (z) below) (the “CapEx
          Carryforward Amount”)
          may be
          added to the amount of Capital Expenditures permitted under this Section 6.10(c)
          for the
          immediately succeeding (but not any other) fiscal year, (y) in determining
          whether any amount is available for carryover, the amount expended in any
          fiscal
          year shall first be deemed to be from the amount allocated to such fiscal
          year
          (before giving effect to any carryover) and (z) the amount set forth in the
          table above for any period may be increased by the amount of Net Cash Proceeds
          of Excluded Issuances designated for Capital Expenditures for such period
          during
          such period.

         

        SECTION
          6.11  Prepayments
          of Other Indebtedness; Modifications of Organizational Documents and Other
          Documents, etc. 
          Directly
          or indirectly:

         

        (a)  make
          (or
          give any notice in respect thereof) any voluntary or optional payment or
          prepayment on or redemption or acquisition for value of, or any prepayment
          or
          redemption as a result of any asset sale, change of control or similar
          event of,
          any Indebtedness outstanding under the Senior Subordinated Notes, the New
          Senior
          Subordinated Notes or any other Subordinated Indebtedness, and except as
          otherwise permitted by this Agreement; provided
          that up
          to $40.0 million in the aggregate may be used during the term of this Agreement
          (starting with February 12, 2004) to optionally redeem Senior Subordinated
          Notes
          and New Senior Subordinated Notes so long as (i) no Default or Event of
          Default
          has occurred and is continuing at the time of each such redemption or will
          occur
          after giving effect to each such redemption, (ii) after giving effect to
          each
          such redemption the excess of the revolving commitments under the First
          Lien
          Credit Agreement over the sum of all Lenders’ Revolving Exposure (as such term
          is defined in the First Lien Credit Agreement) under the First Lien Credit
          Agreement is at least $25.0 million, (iii) in connection with each such
          redemption, after giving effect on Pro Forma Basis to such redemption and
          the
          hypothetical incurrence of an additional $25.0 million of revolving loans
          under
          the First Lien Credit Agreement the covenants in Sections
          6.10(a)
          and
6.10(b)
          would be
          satisfied and (iv) in connection with each such redemption the Administrative
          Agent shall have received an Officers’ Certificate from the Borrower certifying
          that the conditions set forth in clauses (i), (ii) and (iii) above have
          been
          met, showing the calculations related thereto and specifying the amount
          of
          Senior Subordinated Notes and New Senior Subordinated Notes redeemed and
          the
          aggregate redemption price therefor;

         

        (b)  amend
          or
          modify, or permit the amendment or modification of, any provision of any
          Alenco
          Acquisition Transaction Document, any Alcoa Acquisition Transaction Document
          (other than as permitted by the Intercreditor Agreement), the Senior
          Subordinated Note Indenture, the New Senior Subordinated Note Indenture
          or any
          other transaction document entered into since February 12, 2004 in any
          manner
          that is adverse in any material respect to the interests of the
          Lenders;

         

        (c)  terminate,
          amend, modify (not including electing to treat any Pledged Interests (as
          defined
          in the Security Agreement) as a “security” under Section 8-103 of the UCC so
          long as it has followed the Collateral Agent’s reasonable requests to ensure the
          perfection of the Collateral Agent’s security interest in such Pledged
          Interests) or change any of its Organizational Documents (including by
          the
          filing or modification of any certificate of designation) or any agreement
          to
          which it is a party with respect to its Equity Interests (including any
          stockholders’ agreement), or enter into any new agreement with respect to its
          Equity Interests, other than any such amendments, modifications or changes
          or
          such new agreements which are not adverse in any material respect to the
          interests of the Lenders; provided
          that
          Parent may issue such Equity Interests, so long as such issuance is not
          prohibited by Section 6.13
          or any
          other provision of this Agreement, and may amend its Organizational Documents
          to
          authorize any such Equity Interests; or

         

        (d)  cause
          or
          permit any other obligation (other than the Obligations and the Guaranteed
          Obligations) to constitute Designated Senior Debt (as defined in the Senior
          Subordinated Note Documents or the New Senior Subordinated Note
          Documents).

         

        SECTION
          6.12  Limitation
          on Certain Restrictions on Subsidiaries.
           Directly or indirectly, create or otherwise cause or suffer to exist or
          become effective any encumbrance or restriction on the ability of any Subsidiary
          to (a) pay dividends or make any other distributions on its capital stock
          or any other interest or participation in its profits owned by the Borrower
          or
          any Subsidiary, or pay any Indebtedness owed to the Borrower or a Subsidiary,
          (b) make loans or advances to the Borrower or any Subsidiary or
          (c) transfer any of its properties to the Borrower or any Subsidiary,
          except for such encumbrances or restrictions existing under or by reason
          of
          (i) applicable law; (ii) this Agreement and the other Loan Documents;
          (iii) the Senior Subordinated Note Documents as in effect on February 12,
          2004 or the New Senior Subordinated Note Documents as in effect on August
          27,
          2004; (iv) customary provisions restricting subletting or assignment of any
          lease governing a leasehold interest of a Subsidiary; (v) customary
          provisions restricting assignment of any agreement entered into by a Subsidiary
          in the ordinary course of business; (vi) any Lien permitted by Section 6.02
          restricting the transfer of the property subject thereto; (vii) customary
          restrictions and conditions contained in any agreement relating to the
          sale of
          any property permitted under Section 6.06
          pending
          the consummation of such sale; (viii) any agreement applicable to such
          Subsidiary in effect at the time such Subsidiary becomes a Subsidiary of
          the
          Borrower, so long as such agreement was not entered into in connection
          with or
          in contemplation of such person becoming a Subsidiary of the Borrower;
          (ix)
          customary provisions in partnership agreements, limited liability company
          organizational governance documents, asset sales and stock sale agreements
          and
          other similar agreements entered into in the ordinary course of business
          that
          restrict the transfer of ownership interests in such partnership, limited
          liability company or similar person; (x) restrictions on cash or other
          deposits
          or net worth imposed by suppliers or landlords under contracts entered
          into in
          the ordinary course of business; (xi) any instrument governing Indebtedness
          assumed in connection with any Permitted Acquisition, which encumbrance
          or
          restriction is not applicable to any person, or the properties or assets
          of any
          person, other than the person or the properties or assets of the person
          so
          acquired; (xii) in the case of any joint venture which is not a Loan Party
          in
          respect of any matters referred to in clauses (b) and (c) above,
          restrictions in such person’s Organizational Documents or pursuant to any joint
          venture agreement or stockholders agreements solely to the extent of the
          Equity
          Interests of or property held in the subject joint venture or other entity;
          (xiii) any encumbrances or restrictions imposed by any amendments or
          refinancings that are otherwise permitted by the Loan Documents of the
          contracts, instruments or obligations referred to in clauses (iii), (viii)
          or (xi) above; provided
          that
          such amendments or refinancings are no more materially restrictive with
          respect
          to such encumbrances and restrictions than those prior to such amendment
          or
          refinancing; (xiv) encumbrances or restrictions contained in Indebtedness
          of Foreign Subsidiaries, or municipal loan or related agreements entered
          into in
          connection with the incurrence of industrial or economic revenue bonds,
          permitted to be incurred under this Agreement; provided
          that any
          such encumbrances or restrictions are ordinary and customary with respect
          to the
          type of Indebtedness being incurred under the relevant circumstances and
          do not,
          in the good faith judgment of the Board of Directors of the Borrower, materially
          impair the Borrower’s ability to make payment on the Obligations when due or
          (xv) the First Lien Loan Documents.

         

        SECTION
          6.13  Limitation
          on Issuance of Capital Stock

         

        (a)  With
          respect to Parent, issue any Equity Interest that is not Qualified Capital
          Stock.

         

        (b)  With
          respect to the Borrower or any Subsidiary, issue any Equity Interest (including
          by way of sales of treasury stock) or any options or warrants to purchase,
          or
          securities convertible into, any Equity Interest, except (i) for stock
          splits, stock dividends and additional issuances of Equity Interests which
          do
          not decrease the percentage ownership of the Borrower or any Subsidiaries
          in any
          class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of the
          Borrower formed after February 12, 2004 in accordance with Section 6.14
          may
          issue Equity Interests to the Borrower or the Subsidiary of Borrower which
          is to
          own such Equity Interests; and (iii) the Borrower may issue common stock
          that is Qualified Capital Stock to Parent. All Equity Interests issued
          in
          accordance with this Section 6.13(b)
          shall,
          to the extent required by Sections 5.10
          and
5.11
          or any
          Security Document, be delivered to the Collateral Agent for pledge pursuant
          to
          the applicable Security Document.

         

        SECTION
          6.14  Limitation
          on Creation of Subsidiaries.
          Establish, create or acquire any additional Subsidiaries without the prior
          written consent of the Required Lenders; provided
          that,
          without such consent, the Borrower may (i) establish or create one or more
          Wholly Owned Subsidiaries of the Borrower, (ii) establish, create or
          acquire one or more Subsidiaries in connection with an Investment made
          pursuant
          to Sections 6.04(f),
          (k)
          or
(m)
          or (iii)
          acquire one or more Subsidiaries in connection with a Permitted Acquisition,
          so
          long as, in each case, Section 5.10(b)
          shall be
          complied with.

         

        SECTION
          6.15  Business

         

        (a)  With
          respect to Parent, engage in any business activities or have any properties
          or
          liabilities, other than (i) its ownership of the Equity Interests of the
          Borrower, (ii) obligations under the Loan Documents, the Senior
          Subordinated Note Documents, the New Senior Subordinated Note Documents
          and the
          First Lien Loan Documents and (iii) activities and properties incidental,
          ancillary or complementary to the foregoing clauses (i) and
          (ii).

         

        (b)  With
          respect to the Borrower and the Subsidiaries, engage (directly or indirectly)
          in
          any business other than those businesses in which the Borrower and its
          Subsidiaries are engaged on the Closing Date as described in the Confidential
          Information Memorandum (or, in the good faith judgment of the Board of
          Directors, which are substantially related thereto or are reasonable extensions
          thereof).

         

        SECTION
          6.16  Limitation
          on Accounting Changes.
          Make or
          permit, any significant change in accounting policies or reporting practices,
          without the consent of the Administrative Agent, which consent shall not
          be
          unreasonably withheld, except changes that are required by GAAP.

         

        SECTION
          6.17  Fiscal
          Year.
          Change
          its fiscal year-end to a date other than December 31.

         

        SECTION
          6.18  Lease
          Obligations.
          Create,
          incur, assume or suffer to exist any obligations as lessee for the rental
          or
          hire of real or personal property of any kind under leases or agreements
          to
          lease having an original term of one year or more other than (1) such
          obligations existing on the Closing Date, (2) such obligations acquired
          in
          connection with a Permitted Acquisition that are not incurred in anticipation
          of
          such Permitted Acquisition and are obligations only of any legal entities
          acquired in such Permitted Acquisition and (3) with respect to other
          obligations, created, incurred, assumed or suffered to exist after the
          Closing
          Date, such obligations that would cause the direct and contingent liabilities
          of
          the Borrower and its Subsidiaries, on a consolidated basis, in respect
          of all
          such obligations created, incurred, assumed or suffered to exist after
          the
          Closing Date not to exceed the sum of (i) $12.0 million and
          (ii) amounts payable in respect of leases entered into in connection with
          Permitted Sale and Leaseback Transactions, payable in any period of 12
          consecutive months.

         

        SECTION
          6.19  No
          Further Negative Pledge.
          Enter
          into any agreement, instrument, deed or lease which prohibits or limits
          the
          ability of any Loan Party to create, incur, assume or suffer to exist any
          Lien
          upon any of their respective properties or revenues, whether now owned
          or
          hereafter acquired, or which requires the grant of any security for an
          obligation if security is granted for another obligation, except the following:
          (1) this Agreement and the other Loan Documents; (2) covenants in
          documents creating Liens permitted by Section 6.02
          prohibiting further Liens on the properties encumbered thereby; (3) the
          Senior Subordinated Note Documents as in effect on February 12, 2004 and
          the New
          Senior Subordinated Note Documents as in effect on August 27, 2004; (4)
          the
          First Lien Loan Documents as in effect on the Closing Date; (5) any other
          agreement that does not restrict in any manner (directly or indirectly)
          Liens
          created pursuant to the Loan Documents on any Collateral securing the
          Obligations and does not require the direct or indirect granting of any
          Lien
          securing any Indebtedness or other obligation by virtue of the granting
          of Liens
          on or pledge of property of any Loan Party to secure the Obligations; and
          (6) any prohibition or limitation that (a) exists pursuant to
          applicable law, (b) consists of customary restrictions and conditions
          contained in any agreement relating to the sale of any property permitted
          under
Section 6.06
          pending
          the consummation of such sale, (c) restricts subletting or assignment of
          any lease governing a leasehold interest of the Borrower or a Subsidiary,
          (d) exists in any agreement in effect at the time such Subsidiary becomes a
          Subsidiary of the Borrower, so long as such agreement was not entered into
          in
          contemplation of such person becoming a Subsidiary or (e) is imposed by any
          amendments or refinancings that are otherwise permitted by the Loan Documents
          of
          the contracts, instruments or obligations referred to in clause (3),(4) or
          (6)(e); provided
          that
          such amendments and refinancings are no more materially restrictive with
          respect
          to such prohibitions and limitations than those prior to such amendment
          or
          refinancing.

         

        SECTION
          6.20  Anti-Terrorism
          Law; Anti-Money Laundering

         

        (a)  Directly
          or indirectly, (i) knowingly conduct any business or engage in making or
          receiving any contribution of funds, goods or services to or for the benefit
          of
          any person described in Section 3.22,
          (ii) knowingly deal in, or otherwise engage in any transaction relating to,
          any property or interests in property blocked pursuant to the Executive
          Order or
          any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to
          engage in any transaction that evades or avoids, or has the purpose of
          evading
          or avoiding, or attempts to violate, any of the prohibitions set forth
          in any
          Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any
          certification or other evidence requested from time to time by any Lender
          in its
          reasonable discretion, confirming the Loan Parties’ compliance with this
Section 6.20).

         

        (b)  Cause
          or
          permit any of the funds of such Loan Party that are used to repay the Loans
          to
          be derived from any unlawful activity with the result that the making of
          the
          Loans would be in violation of law.

         

        SECTION
          6.21  Embargoed
          Person.
          Cause
          or permit (a) any of the funds or properties of the Loan Parties that are
          used to repay the Loans to constitute property of, or be beneficially owned
          directly or indirectly by, any person subject to sanctions or trade restrictions
          under United States law (“Embargoed
          Person”
or
          “Embargoed
          Persons”)
          that
          is identified on (1) the “List of Specially Designated Nationals and
          Blocked Persons” (the “SDN
          List”)
          maintained by OFAC and/or on any other similar list (“Other
          List”)
          maintained by OFAC pursuant to any authorizing statute including, but not
          limited to, the International Emergency Economic Powers Act, 50 U.S.C.
          §§ 1701 et
          seq.,
          The
          Trading with the Enemy Act, 50 U.S.C. App. 1 et
          seq.,
          and
          any Executive Order or regulation promulgated thereunder, with the result
          that
          the investment in the Loan Parties (whether directly or indirectly) is
          prohibited by law, or the Loans made by the Lenders would be in violation
          of
          law, or (2) the Executive Order, any related enabling legislation or any
          other similar Executive Orders (collectively, “Executive
          Orders”),
          or
          (b) any Embargoed Person to have any direct or indirect interest, of any
          nature whatsoever in the Loan Parties, with the result that the investment
          in
          the Loan Parties (whether directly or indirectly) is prohibited by law
          or the
          Loans are in violation of law.

         

         

        ARTICLE
          VII  

         

        GUARANTEE

         

        SECTION
          7.01  The
          Guarantee.
          Parent
          and each Subsidiary Guarantor (the “Guarantors”)
          hereby, jointly and severally guarantee, as a primary obligor and not as
          a
          surety to each Secured Party and their respective successors and assigns,
          the
          prompt payment in full when due (whether at stated maturity, by required
          prepayment, declaration, demand, by acceleration or otherwise) of the principal
          of and interest (including any interest, fees, costs or charges that would
          accrue but for the provisions of the Title 11 of the United States Code
          after
          any bankruptcy or insolvency petition under Title 11 of the United States
          Code)
          on the Loans made by the Lenders to, and the Notes held by each Lender
          of, the
          Borrower, and all other Obligations from time to time owing to the Secured
          Parties by any Loan Party under any Loan Document in each case strictly
          in
          accordance with the terms thereof (such obligations being herein collectively
          called the “Guaranteed
          Obligations”).
          The
          Guarantors hereby jointly and severally agree that if the Borrower or other
          Guarantor(s) shall fail to pay in full when due (whether at stated maturity,
          by
          acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors
          will promptly pay the same in cash, without any demand or notice whatsoever,
          and
          that in the case of any extension of time of payment or renewal of any
          of the
          Guaranteed Obligations, the same will be promptly paid in full when due
          (whether
          at extended maturity, by acceleration or otherwise) in accordance with
          the terms
          of such extension or renewal. 

         

        SECTION
          7.02  Obligations
          Unconditional.
          The
          obligations of the Guarantors under Section 7.01
          shall
          constitute a guaranty of payment and to the fullest extent permitted by
          applicable law, are absolute, irrevocable and unconditional, joint and
          several,
          irrespective of the value, genuineness, validity, regularity or enforceability
          of the Guaranteed Obligations of the Borrower under this Agreement, the
          Notes,
          if any, or any other agreement or instrument referred to herein or therein,
          or
          any substitution, release or exchange of any other guarantee of or security
          for
          any of the Guaranteed Obligations, and, irrespective of any other circumstance
          whatsoever that might otherwise constitute a legal or equitable discharge
          or
          defense of a surety or Guarantor (except for payment in full). Without
          limiting
          the generality of the foregoing, it is agreed that the occurrence of any
          one or
          more of the following shall not alter or impair the liability of the Guarantors
          hereunder which shall remain absolute, irrevocable and unconditional under
          any
          and all circumstances as described above:

         

        (i)  at
          any
          time or from time to time, without notice to the Guarantors, the time for
          any
          performance of or compliance with any of the Guaranteed Obligations shall
          be
          extended, or such performance or compliance shall be waived;

         

        (ii)  any
          of
          the acts mentioned in any of the provisions of this Agreement, the First
          Lien
          Credit Agreement or the Notes, if any, or any other agreement or instrument
          referred to herein or therein shall be done or omitted;

         

        (iii)  the
          maturity of any of the Guaranteed Obligations shall be accelerated, or
          any of
          the Guaranteed Obligations shall be amended in any respect, or any right
          under
          the Loan Documents or any other agreement or instrument referred to herein
          or
          therein shall be amended or waived in any respect or any other guarantee
          of any
          of the Guaranteed Obligations or any security therefor shall be released
          or
          exchanged in whole or in part or otherwise dealt with;

         

        (iv)  any
          Lien
          or security interest granted to, or in favor of, any Lender or Agent as
          security
          for any of the Guaranteed Obligations shall fail to be perfected;
          or

         

        (v)  the
          release of any other Guarantor pursuant to Section 7.09.

         

        The
          Guarantors hereby expressly waive diligence, presentment, demand of payment,
          protest and all notices whatsoever, and any requirement that any Secured
          Party
          exhaust any right, power or remedy or proceed against the Borrower under
          this
          Agreement, the First Lien Credit Agreement or the Notes, if any, or any
          other
          agreement or instrument referred to herein or therein, or against any other
          person under any other guarantee of, or security for, any of the Guaranteed
          Obligations. The Guarantors waive any and all notice of the creation, renewal,
          extension, waiver, termination or accrual of any of the Guaranteed Obligations
          and notice of or proof of reliance by any Secured Party upon this Guarantee
          or
          acceptance of this Guarantee, and the Guaranteed Obligations, and any of
          them,
          shall conclusively be deemed to have been created, contracted or incurred
          in
          reliance upon this Guarantee, and all dealings between the Borrower and
          the
          Secured Parties shall likewise be conclusively presumed to have been had
          or
          consummated in reliance upon this Guarantee. This Guarantee shall be construed
          as a continuing, absolute, irrevocable and unconditional guarantee of payment
          without regard to any right of offset with respect to the Guaranteed Obligations
          at any time or from time to time held by Secured Parties, and the obligations
          and liabilities of the Guarantors hereunder shall not be conditioned or
          contingent upon the pursuit by the Secured Parties or any other person
          at any
          time of any right or remedy against the Borrower or against any other person
          which may be or become liable in respect of all or any part of the Guaranteed
          Obligations or against any collateral security or guarantee therefor or
          right of
          offset with respect thereto. This Guarantee shall remain in full force
          and
          effect and be binding in accordance with and to the extent of its terms
          upon the
          Guarantors and the successors and assigns thereof, and shall inure to the
          benefit of the Lenders, and their respective successors and assigns,
          notwithstanding that from time to time during the term of this Agreement
          there
          may be no Guaranteed Obligations outstanding.

         

        SECTION
          7.03  Reinstatement.
          The
          obligations of the Guarantors under this Article VII
          shall be
          automatically reinstated if and to the extent that for any reason any payment
          by
          or on behalf of the Borrower or other Loan Party in respect of the applicable
          Guaranteed Obligations is rescinded or must be otherwise restored by any
          holder
          of any of the applicable Guaranteed Obligations, whether as a result of
          any
          proceedings in bankruptcy or reorganization or otherwise.

         

        SECTION
          7.04  Subrogation;
          Subordination.
          Each
          Guarantor hereby agrees that until the indefeasible payment and satisfaction
          in
          full in cash of all applicable Guaranteed Obligations and the expiration
          and
          termination of the Commitments of the Lenders under this Agreement it shall
          waive any claim and shall not exercise any right or remedy, direct or indirect,
          arising by reason of any performance by it of its guarantee in Section 7.01,
          whether
          by subrogation or otherwise, against the Borrower or any other Guarantor
          of any
          of the applicable Guaranteed Obligations or any security for any of the
          applicable Guaranteed Obligations. Any Indebtedness of any Loan Party permitted
          pursuant to Section
          6.01(d)
          shall be
          subordinated to such Loan Party’s Obligations in the manner set forth in the
          Intercompany Note evidencing such Indebtedness.

         

        SECTION
          7.05  Remedies.
          Subject
          to the terms of the Intercreditor Agreement, the Guarantors jointly and
          severally agree that, as between the Guarantors and the Lenders, the obligations
          of the Borrower under this Agreement and the Notes, if any, may be declared
          to
          be forthwith due and payable as provided in Article VIII
          (and
          shall be deemed to have become automatically due and payable in the
          circumstances provided in said Article VIII)
          for
          purposes of Section 7.01,
          notwithstanding any stay, injunction or other prohibition preventing such
          declaration (or such obligations from becoming automatically due and payable)
          as
          against the Borrower and that, in the event of such declaration (or such
          obligations being deemed to have become automatically due and payable),
          such
          obligations (whether or not due and payable by the Borrower) shall forthwith
          become due and payable by the applicable Guarantors for purposes of Section 7.01.

         

        SECTION
          7.06  Instrument
          for the Payment of Money.
          Each
          Guarantor hereby acknowledges that the guarantee in this Article VII
          constitutes an instrument for the payment of money, and consents and agrees
          that
          any Lender or Agent, at its sole option, in the event of a dispute by such
          Guarantor in the payment of any moneys due hereunder, shall have the right
          to
          bring a motion-action under New York CPLR Section 3213.

         

        SECTION
          7.07  Continuing
          Guarantee.
          The
          guarantee in this Article VII
          is a
          continuing guarantee of payment, and shall apply to all applicable Guaranteed
          Obligations whenever arising.

         

        SECTION
          7.08  General
          Limitation on Guarantee Obligations.
          In any
          action or proceeding involving any state corporate limited partnership
          or
          limited liability company law, or any applicable state, federal or foreign
          bankruptcy, insolvency, reorganization or other law affecting the rights
          of
          creditors generally, if the obligations of any Guarantor under Section 7.01
          would
          otherwise be held or determined to be void, voidable, invalid or unenforceable,
          or subordinated to the claims of any other creditors, on account of the
          amount
          of its liability under Section 7.01,
          then,
          notwithstanding any other provision to the contrary, the amount of such
          liability shall, without any further action by such Guarantor, any Loan
          Party or
          any other person, be automatically limited and reduced to the highest amount
          that is valid and enforceable and not subordinated to the claims of other
          creditors as determined in such action or proceeding.

         

        SECTION
          7.09  Release
          of Guarantors.
          If, in
          compliance with the terms and provisions of the Loan Documents, all or
          substantially all of the Equity Interests or property of any Guarantor
          are sold
          or otherwise transferred (a “Transferred
          Guarantor”)
          to a
          person or persons, none of which is the Borrower or a Subsidiary, such
          Transferred Guarantor shall, upon the consummation of such sale or transfer,
          be
          released from its obligations under this Agreement (including under Section 11.03
          hereof)
          and its obligations to pledge and grant any Collateral owned by it pursuant
          to
          any Security Document and, in the case of a sale of all or substantially
          all of
          the Equity Interests of the Transferred Guarantor, the pledge of such Equity
          Interests to the Collateral Agent pursuant to the Security Documents shall
          be
          released, and the Collateral Agent shall take such actions as are necessary
          to
          effect each release described in this Section 7.09
          in
          accordance with the relevant provisions of the Security Documents; provided
          that
          such Guarantor is also released from its obligations under the First Lien
          Loan
          Documents on the same terms.

         

         

        ARTICLE
          VIII  

         

        EVENTS
          OF DEFAULT

         

        SECTION
          8.01  Events
          of Default.
          Upon
          the occurrence and during the continuance of the following events (“Events
          of Default”):

         

        (a)  default
          shall be made in the payment of any principal of any Loan when and as the
          same
          shall become due and payable, whether at the due date thereof or at a date
          fixed
          for prepayment (whether voluntary or mandatory) thereof or by acceleration
          thereof or otherwise;

         

        (b)  default
          shall be made in the payment of any interest on any Loan or any Fee or
          any other
          amount (other than an amount referred to in paragraph (a) above) due under
          any Loan Document, when and as the same shall become due and payable, and
          such
          default shall continue unremedied for a period of three Business
          Days;

         

        (c)  any
          representation or warranty made or deemed made in or in connection with
          any Loan
          Document or the borrowings hereunder, or any representation, warranty,
          statement
          or information contained in any report, certificate, financial statement
          or
          other instrument furnished in connection with or pursuant to any Loan Document,
          shall prove to have been false or misleading in any material respect when
          so
          made, deemed made or furnished;

         

        (d)  default
          shall be made in the due observance or performance by any Company of any
          covenant, condition or agreement contained in Section 5.02,
          5.03(a)
          or
5.08,
          or in
Article VI;

         

        (e)  default
          shall be made in the due observance or performance by any Company of any
          covenant, condition or agreement contained in any Loan Document (other
          than
          those specified in paragraphs (a), (b) or (d) immediately above) and such
          default shall continue unremedied or shall not be waived for a period of
          30 days after written notice thereof from the Administrative Agent or the
          Required Lenders to the Borrower;

         

        (f)  any
          Company shall (i) fail to pay any principal or interest, regardless of
          amount, due in respect of any Indebtedness (other than the Obligations),
          when
          and as the same shall become due and payable beyond any applicable grace
          period,
          or (ii) fail to observe or perform any other term, covenant, condition or
          agreement contained in any agreement or instrument evidencing or governing
          any
          such Indebtedness if the effect of any failure referred to in this
          clause (ii) is to cause, or to permit the holder or holders of such
          Indebtedness or a trustee or other representative on its or their behalf
          (in the
          case of Indebtedness other than the First Lien Loans, with or without the
          giving
          of notice, the lapse of time or both) to cause, such Indebtedness to become
          due
          prior to its stated maturity or become subject to a mandatory offer purchase
          by
          the obligor; provided
          that,
          other than in the case of the First Lien Loans, it shall not constitute
          an Event
          of Default pursuant to this paragraph (f) unless the aggregate amount of
          all such Indebtedness referred to in clauses (i) and (ii) exceeds $20.0
          million at any one time (provided
          that, in
          the case of Hedging Obligations, the amount counted for this purpose shall
          be
          the amount payable by all Companies if such Hedging Obligations were terminated
          at such time); provided
          further
          that (x)
          in the case of a failure described in clause (i) above under the First
          Lien Loan
          Document, such failure shall constitute an Event of Default under this
          Section
          8.01(f) only if such failure continues for five (5) days (beyond any applicable
          grace period) and (y) in the case of a failure described in clause (ii)
          above
          under any First Lien Loan Document, such failure shall constitute an Event
          of
          Default under this Section 8.01(f) only if (A) such failure is not related
          to a
          financial maintenance covenant and has not been cured or waived within
          60 days
          (beyond any applicable grace period) or (B) the Indebtedness outstanding
          under
          the First Lien Credit Agreement has been accelerated;

         

        (g)  an
          involuntary proceeding shall be commenced or an involuntary petition shall
          be
          filed in a court of competent jurisdiction seeking (i) relief in respect of
          any Company, or of a substantial part of the property of any Company, under
          Title 11 of the Code, as now constituted or hereafter amended, or any other
          federal, state or foreign bankruptcy, insolvency, receivership or similar
          law;
          (ii) the appointment of a receiver, trustee, custodian, sequestrator,
          conservator or similar official for any Company or for a substantial part
          of the
          property of any Company; or (iii) the winding-up or liquidation of any
          Company; and such proceeding or petition shall continue undismissed for
          60 days or an order or decree approving or ordering any of the foregoing
          shall be entered;

         

        (h)  any
          Company shall (i) voluntarily commence any proceeding or file any petition
          seeking relief under Title 11 of the United States Code, as now constituted
          or hereafter amended, or any other federal, state or foreign bankruptcy,
          insolvency, receivership or similar law; (ii) consent to the institution
          of, or fail to contest in a timely and appropriate manner, any proceeding
          or the
          filing of any petition described in clause (g) above; (iii) apply for
          or consent to the appointment of a receiver, trustee, custodian, sequestrator,
          conservator or similar official for any Company or for a substantial part
          of the
          property of any Company; (iv) file an answer admitting the material
          allegations of a petition filed against it in any such proceeding; (v) make
          a general assignment for the benefit of creditors; (vi) become unable,
          admit in writing its inability or fail generally to pay its debts as they
          become
          due; (vii) take any action for the purpose of effecting any of the
          foregoing; or (viii) wind up or liquidate;

         

        (i)  one
          or
          more judgments, orders or decrees for the payment of money in an aggregate
          amount in excess of $20.0 million shall be rendered against any Company
          or any
          combination thereof and the same shall remain undischarged, unvacated or
          unbonded for a period of 30 consecutive days during which execution shall
          not be
          effectively stayed, or any action shall be legally taken by a judgment
          creditor
          to levy upon properties of any Company to enforce any such
          judgment;

         

        (j)  one
          or
          more ERISA Events or with respect to Foreign Plans noncompliance with applicable
          legal requirements or Foreign Plan underfunding shall have occurred that,
          in the
          reasonable opinion of the Required Lenders, when taken together with all
          other
          such ERISA Events and with respect to Foreign Plans noncompliance with
          applicable legal requirements or Foreign Plan underfunding that have occurred,
          could reasonably be expected to result in a Material Adverse Effect or
          the
          imposition of a Lien on any properties of a Company;

         

        (k)  any
          security interest and Lien purported to be created by any Security Document
          shall cease to be in full force and effect, or shall cease to give the
          Collateral Agent, for the benefit of the applicable Secured Parties, the
          Liens,
          rights, powers and privileges purported to be created and granted under
          such
          Security Documents (including a perfected Second Priority security interest
          in
          and Lien on, all of the Collateral thereunder (except as otherwise expressly
          provided in such Security Document)) in favor of the Collateral Agent,
          or shall
          be asserted by the Borrower or any other Loan Party not to be, a valid,
          perfected, Second Priority (except as otherwise expressly provided in this
          Agreement or such Security Document) security interest in or Lien on the
          Collateral covered thereby;

         

        (l)  any
          Loan
          Document or any material provisions thereof shall at any time and for any
          reason
          be declared by a court of competent jurisdiction to be null and void, or
          a
          proceeding shall be commenced by any Loan Party or any other person, or
          by any
          Governmental Authority, seeking to establish the invalidity or unenforceability
          thereof (exclusive of questions of interpretation of any provision thereof),
          or
          any Loan Party shall repudiate or deny any portion of its liability or
          obligation for the Obligations;

         

        (m)  there
          shall have occurred a Change in Control;

         

        (n)  the
          Alcoa
          Acquisition shall not have occurred on the Closing Date in accordance with
          the
          terms and conditions of the Alcoa Purchase Agreement; or

         

        (o)  the
          failure by the Borrower to make an Offer to Redeem when and as required
          by
Section 2.10;

         

        then,
          and
          in every such event (other than an event with respect to Parent or the
          Borrower
          described in paragraph (g) or (h) above), and at any time thereafter during
          the continuance of such event or an acceleration of all obligations under
          the
          First Lien Credit Agreement, the Administrative Agent may, and at the request
          of
          the Required Lenders shall, by notice to the Borrower, take either or both
          of
          the following actions, at the same or different times: (i) terminate
          forthwith the Commitments and (ii) declare the Loans then outstanding to be
          forthwith due and payable in whole or in part, whereupon the principal
          of the
          Loans so declared to be due and payable, together with accrued interest
          thereon
          and any unpaid accrued Fees and all other liabilities of the Borrower accrued
          hereunder and under any other Loan Document, shall become forthwith due
          and
          payable, without presentment, demand, protest or any other notice of any
          kind,
          all of which are hereby expressly waived by the Borrower and the Guarantors,
          anything contained herein or in any other Loan Document to the contrary
          notwithstanding; and in any event, with respect to Parent or the Borrower
          described in paragraph (g) or (h) above, the Commitments shall
          automatically terminate and the principal of the Loans then outstanding,
          together with accrued interest thereon and any unpaid accrued Fees and
          all other
          liabilities of the Borrower accrued hereunder and under any other Loan
          Document,
          shall automatically become due and payable, without presentment, demand,
          protest
          or any other notice of any kind, all of which are hereby expressly waived
          by the
          Borrower and the Guarantors, anything contained herein or in any other
          Loan
          Document to the contrary notwithstanding.

         

         

        ARTICLE 
          IX  

         

        COLLATERAL
          ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

         

        SECTION
          9.01  [Intentionally
          Omitted]

         

        SECTION
          9.02  [Intentionally
          Omitted].

         

        SECTION
          9.03  Application
          of Proceeds.
          Subject
          to the terms of the Intercreditor Agreement, the proceeds received by the
          Collateral Agent in respect of any sale of, collection from or other realization
          upon all or any part of the Collateral pursuant to the exercise by the
          Collateral Agent of its remedies shall be applied, in full or in part,
          together
          with any other sums then held by the Collateral Agent pursuant to this
          Agreement, promptly by the Collateral Agent as follows:

        

          (a)  First,
            to the
            payment of all reasonable costs and expenses, fees, commissions and taxes
            of
            such sale, collection or other realization including compensation to
            the
            Collateral Agent and its agents and counsel, and all expenses, liabilities
            and
            advances made or incurred by the Collateral Agent in connection therewith
            and
            all amounts for which the Collateral Agent is entitled to indemnification
            pursuant to the provisions of any Loan Document, together with interest
            on each
            such amount at the highest rate then in effect under this Agreement from
            and
            after the date such amount is due, owing or unpaid until paid in
            full;

           

          (b)  Second,
            to the
            payment, pro
            rata,
            of all
            other reasonable costs and expenses of such sale, collection or other
            realization including compensation to the other applicable Secured Parties
            and
            their agents and counsel and all costs, liabilities and advances made
            or
            incurred by the other applicable Secured Parties in connection therewith,
            together with interest on each such amount at the highest rate then in
            effect
            under this Agreement from and after the date such amount is due, owing
            or unpaid
            until paid in full;

           

          (c)  Third,
            without
            duplication of amounts applied pursuant to clauses (a) and (b) above, to
            the indefeasible payment in full in cash, pro
            rata,
            of
            interest and other amounts constituting applicable Obligations (other
            than
            principal) in each case equally and ratably in accordance with the respective
            amounts thereof then due and owing;

           

          (d)  Fourth,
            to the
            indefeasible payment in full in cash, pro
            rata,
            of
            principal amount of the applicable Obligations; and

           

          (e)  Fifth,
            the
            balance, if any, to the person lawfully entitled thereto (including the
            applicable Loan Party or its successors or assigns) or as a court of
            competent
            jurisdiction may direct.

           

          In
            the
            event that any such proceeds are insufficient to pay in full the items
            described
            in clauses (a) through (e) of this Section 9.03,
            the
            applicable Loan Parties shall remain liable, jointly and severally, for
            any
            deficiency.

           

          Each
            Loan
            Party acknowledges the relative rights, priorities and agreements of
            the Secured
            Parties and the First Lien Secured Parties, as set forth in this Agreement
            and
            the Intercreditor Agreement, including as set forth in this Section 9.03.

           

           

          ARTICLE X  

           

          THE
            AGENTS

           

          SECTION
            10.01  Appointment.
            Each
            Lender hereby irrevocably designates and appoints each of the Administrative
            Agent and the Collateral Agent as an agent of such Lender under this
            Agreement
            and the other Loan Documents. Each Lender irrevocably authorizes each
            Agent, in
            such capacity, through its agents or employees, to take such actions
            on its
            behalf under the provisions of this Agreement and the other Loan Documents
            and
            to exercise such powers and perform such duties as are expressly delegated
            to
            such Agent by the terms of this Agreement and the other Loan Documents,
            together
            with such actions and powers as are reasonably incidental thereto.

           

          SECTION
            10.02  Agent
            in Its Individual Capacity.
            Each
            person serving as an Agent hereunder shall have the same rights and powers
            in
            its capacity as a Lender as any other Lender and may exercise the same
            as though
            it were not an Agent, and such person and its Affiliates may accept deposits
            from, lend money to and generally engage in any kind of business with
            the
            Borrower or any Subsidiary or other Affiliate thereof as if it were not
            an Agent
            hereunder.

           

          SECTION
            10.03  Exculpatory
            Provisions.
            No
            Agent shall have any duties or obligations except those expressly set
            forth in
            the Loan Documents. Without limiting the generality of the foregoing,
            (a) no Agent shall be subject to any fiduciary or other implied duties,
            regardless of whether a Default has occurred and is continuing, (b) no
            Agent shall have any duty to take any discretionary action or exercise
            any
            discretionary powers, except discretionary rights and powers expressly
            contemplated by the Loan Documents that such Agent is required to exercise
            in
            writing by the Required Lenders (or such other number or percentage of
            the
            Lenders as shall be necessary under the circumstances as provided in
            Section 11.02),
            and
            (c) except as expressly set forth in the Loan Documents, no Agent shall
            have any duty to disclose or shall be liable for the failure to disclose,
            any
            information relating to the Borrower or any of its Subsidiaries that
            is
            communicated to or obtained by the bank serving as such Agent or any
            of its
            Affiliates in any capacity. No Agent shall be liable for any action taken
            or not
            taken by it with the consent or at the request of the Required Lenders
            (or such
            other number or percentage of the Lenders as shall be necessary under
            the
            circumstances as provided in Section 11.02)
            or in
            the absence of its own gross negligence or willful misconduct. No Agent
            shall be
            deemed to have knowledge of any Default unless and until written notice
            thereof
            is given to such Agent by the Borrower or a Lender, and no Agent shall
            be
            responsible for or have any duty to ascertain or inquire into (i) any
            statement, warranty or representation made in or in connection with any
            Loan
            Document, (ii) the contents of any certificate, report or other document
            delivered thereunder or in connection therewith, (iii) the performance or
            observance of any of the covenants, agreements or other terms or conditions
            set
            forth in any Loan Document, (iv) the validity, enforceability,
            effectiveness or genuineness of any Loan Document or any other agreement,
            instrument or document or (v) the satisfaction of any condition set forth
            in Article IV
            or
            elsewhere in any Loan Document.

           

          SECTION
            10.04  Reliance
            by Agent.
            Each
            Agent shall be entitled to rely upon, and shall not incur any liability
            for
            relying upon, any notice, request, certificate, consent, statement, instrument,
            document or other writing believed by it to be genuine and to have been
            signed
            or sent by a proper person. Each Agent also may rely upon any statement
            made to
            it orally and believed by it to be made by a proper person, and shall
            not incur
            any liability for relying thereon. Each Agent may consult with legal
            counsel
            (who may be counsel for the Borrower), independent accountants and other
            advisors selected by it, and shall not be liable for any action taken
            or not
            taken by it in accordance with the advice of any such counsel, accountants
            or
            advisors.

           

          SECTION
            10.05  Delegation
            of Duties.
            Each
            Agent may perform any and all its duties and exercise its rights and
            powers by
            or through any one or more sub-agents appointed by such Agent. Each Agent
            and
            any such sub-agent may perform any and all its duties and exercise its
            rights
            and powers through their respective Affiliates. The exculpatory provisions
            of
            the preceding paragraphs shall apply to any such sub-agent and to the
            Affiliates
            of each Agent and any such sub-agent, and shall apply to their respective
            activities in connection with the syndication of the credit facilities
            provided
            for herein as well as activities as Agent.

           

          SECTION
            10.06  Successor
            Agent.
            Each
            Agent may resign as such at any time upon at least 30 days’ prior notice to
            the Lenders and the Borrower. Upon any such resignation, the Required
            Lenders
            shall have the right, with, if no Default shall have occurred and be
            continuing,
            the consent of Borrower (such consent not to be unreasonably withheld),
            to
            appoint a successor Agent from among the Lenders. If no successor shall
            have
            been so appointed by the Required Lenders and shall have accepted such
            appointment within 30 days after the retiring Agent gives notice of its
            resignation, then the retiring Agent may, on behalf of the Lenders, appoint
            a
            successor Agent, which successor shall be a commercial banking institution
            organized under the laws of the United States (or any State thereof)
            or a United
            States branch or agency of a commercial banking institution, in each
            case,
            having combined capital and surplus of at least $250 million; provided
            that if
            such retiring Agent is unable to find a commercial banking institution
            which is
            willing to accept such appointment and which meets the qualifications
            set forth
            above, the retiring Agent’s resignation shall nevertheless thereupon become
            effective, and the Lenders shall assume and perform all of the duties
            of the
            Agent hereunder until such time, if any, as the Required Lenders appoint
            a
            successor Agent.

           

          Upon
            the
            acceptance of its appointment as an Agent hereunder by a successor, such
            successor shall succeed to and become vested with all the rights, powers,
            privileges and duties of the retiring Agent, and the retiring Agent shall
            be
            discharged from its duties and obligations hereunder. The fees payable
            by the
            Borrower to a successor Agent shall be the same as those payable to its
            predecessor unless otherwise agreed between the Borrower and such successor.
            After an Agent’s resignation hereunder, the provisions of this Article X
            and
Section 11.03
            shall
            continue in effect for the benefit of such retiring Agent, its sub-agents
            and
            their respective Affiliates in respect of any actions taken or omitted
            to be
            taken by any of them while it was acting as Agent.

           

          SECTION
            10.07  Non-Reliance
            on Agent and Other Lenders.
            Each
            Lender acknowledges that it has, independently and without reliance upon
            any
            Agent or any other Lender and based on such documents and information
            as it has
            deemed appropriate, made its own credit analysis and decision to enter
            into this
            Agreement. Each Lender also acknowledges that it will, independently
            and without
            reliance upon any Agent or any other Lender and based on such documents
            and
            information as it shall from time to time deem appropriate, continue
            to make its
            own decisions in taking or not taking action under or based upon this
            Agreement,
            any other Loan Document or related agreement or any document furnished
            hereunder
            or thereunder. Notwithstanding anything herein to the contrary, each
            Lender also
            acknowledges that the Lien and security interest granted to the Collateral
            Agent
            pursuant to the Security Documents and the exercise of any right or remedy
            by
            the Collateral Agent thereunder are subject to the provisions of the
            Intercreditor Agreement. In the event of any conflict between the terms
            of the
            Intercreditor Agreement and the Security Documents, the terms of the
            Intercreditor Agreement shall govern and control.

           

          SECTION
            10.08  Name
            Agents.
            The
            parties hereto acknowledge that the Documentation Agent and the Syndication
            Agent hold such titles in name only, and that such titles confer no additional
            rights or obligations relative to those conferred on any Lender
            hereunder.

           

          SECTION
            10.09  Indemnification.
            The
            Lenders severally agree to indemnify each Agent in its capacity as such
            (to the
            extent not reimbursed by the Borrower or the Guarantors and without limiting
            the
            obligation of the Borrower or the Guarantors to do so), ratably according
            to
            their respective outstanding Loans and Commitments in effect on the date
            on
            which indemnification is sought under this Section 10.09
            (or, if
            indemnification is sought after the date upon which all Commitments shall
            have
            terminated and the Loans and Reimbursement Obligations shall have been
            paid in
            full, ratably in accordance with such outstanding Loans and Commitments
            as in
            effect immediately prior to such date), from and against any and all
            liabilities, obligations, losses, damages, penalties, actions, judgments,
            suits,
            costs, expenses or disbursements of any kind whatsoever that may at any
            time
            (whether before or after the payment of the Loans) be imposed on, incurred
            by or
            asserted against such Agent in any way relating to or arising out of,
            the
            Commitments, this Agreement, any of the other Loan Documents or any documents
            contemplated by or referred to herein or therein or the transactions
            contemplated hereby or thereby or any action taken or omitted by such
            Agent
            under or in connection with any of the foregoing; provided
            that no
            Lender shall be liable for the payment of any portion of such liabilities,
            obligations, losses, damages, penalties, actions, judgments, suits, costs,
            expenses or disbursements that are found by a final and nonappealable
            decision
            of a court of competent jurisdiction to have resulted from such Agent’s gross
            negligence or willful misconduct. The agreements in this Section shall
            survive
            the payment of the Loans and all other amounts payable hereunder.

           

           

          ARTICLE
            XI  

           

          MISCELLANEOUS

           

          SECTION
            11.01  Notices.
            Notices
            and other communications provided for herein shall be in writing and
            shall be
            delivered by hand or overnight courier service, mailed by certified or
            registered mail or sent by telecopy, as follows:

           

          (a)  if
            to any
            Loan Party, to the Borrower at:

           

          Ply
            Gem
            Industries, Inc.

          303
            West
            Major

          Kearney,
            Missouri 64060

          Attention:
            Chief Financial Officer

          Telecopy
            No.: (816) 903-4330;

           

          (b)  if
            to the
            Administrative Agent or the Collateral Agent, to it at:

           

          UBS
            AG,
            Stamford Branch

          677
            Washington Boulevard

          Stamford,
            Connecticut 06901

          Attention:
            Brian Costa

          Telecopy
            No.: (203) 719-4176; and

           

          (c)  if
            to a
            Lender, to it at its address (or telecopy number) set forth on the applicable
            Lender Addendum or in the Assignment and Assumption pursuant to which
            such
            Lender shall have become a party hereto.

           

          All
            notices and other communications given to any party hereto in accordance
            with
            the provisions of this Agreement shall be deemed to have been given on
            the date
            of receipt if delivered by hand or overnight courier service or sent
            by telecopy
            or by certified or registered mail, in each case delivered, sent or mailed
            (properly addressed) to such party as provided in this Section 11.01
            or in
            accordance with the latest unrevoked direction from such party given
            in
            accordance with this Section 11.01,
            and
            failure to deliver courtesy copies of notices and other communications
            shall in
            no event affect the validity or effectiveness of such notices and other
            communications.

           

          SECTION
            11.02  Waivers;
            Amendment

           

          (a)  No
            failure or delay by any Agent or any Lender in exercising any right or
            power
            hereunder or under any other Loan Document shall operate as a waiver
            thereof,
            nor shall any single or partial exercise of any such right or power,
            or any
            abandonment or discontinuance of steps to enforce such a right or power,
            preclude any other or further exercise thereof or the exercise of any
            other
            right or power. The rights and remedies of each Agent and the Lenders
            hereunder
            and under the other Loan Documents are cumulative and are not exclusive
            of any
            rights or remedies that they would otherwise have. No waiver of any provision
            of
            any Loan Document or consent to any departure by any Loan Party therefrom
            shall
            in any event be effective unless the same shall be permitted by
            paragraph (b) of this Section, and then such waiver or consent shall be
            effective only in the specific instance and for the purpose for which
            given.
            Without limiting the generality of the foregoing, the making of a Loan
            shall not
            be construed as a waiver of any Default, regardless of whether any Agent
            or any
            Lender may have had notice or knowledge of such Default at the
            time.

           

          (b)  Subject
            to the terms of the Intercreditor Agreement and except as provided in
            paragraph
            (d) below, neither this Agreement nor any other Loan Document nor any
            provision
            hereof or thereof may be waived, amended, supplemented or modified except,
            in
            the case of this Agreement, pursuant to an agreement or agreements in
            writing
            entered into by the Borrower and the Required Lenders or, in the case
            of any
            other Loan Document, pursuant to an agreement or agreements in writing
            entered
            into by the Administrative Agent, the Collateral Agent (in the case of
            any
            Security Document) and the Loan Party or Loan Parties that are parties
            thereto,
            in each case with the written consent of the Required Lenders; provided
            that no
            such agreement shall:

           

          (i)  increase
            the Commitment of any Lender without the written consent of such
            Lender;

           

          (ii)  reduce
            the principal amount or premium of any Loan or reduce the rate of interest
            thereon, or reduce any Fees payable hereunder, or change the currency
            of payment
            of any Obligation, without the written consent of each Lender affected
            thereby;

           

          (iii)  postpone
            or extend the maturity of any Loan, or any scheduled date of payment
            of or the
            installment otherwise due on the principal amount of any Loan under Section 2.09,
            or any
            date for the payment of any interest or fees payable hereunder, or reduce
            the
            amount of, waive or excuse any such payment (except interest payable
            under
Section
            2.06(c)),
            without the written consent of each Lender affected thereby;

           

          (iv)  change
            Section 2.14(b)
            or
(c)
            in a
            manner that would alter the pro
            rata
            sharing
            of payments or setoffs required thereby, without the written consent
            of each
            Lender;

           

          (v)  change
            the percentage set forth in the definition of “Required Lenders” or any other
            provision of any Loan Document (including this Section) specifying the
            number or
            percentage of Lenders required to waive, amend or modify any rights thereunder
            or make any determination or grant any consent thereunder, without the
            written
            consent of each Lender;

           

          (vi)  except
            pursuant to the Intercreditor Agreement, release any Guarantor from its
            Guarantee (except as expressly provided in Article VII),
            or
            limit its liability in respect of such Guarantee, without the written
            consent of
            each Lender;

           

          (vii)  except
            pursuant to the Intercreditor Agreement, release all or a substantial
            portion of
            the Collateral from the Liens of the Security Documents or alter the
            relative
            priorities of the Obligations entitled to the Liens of the Security Documents
            (except in connection with securing additional Obligations equally and
            ratably
            with the other Obligations), in each case without the written consent
            of each
            Lender; 

           

          (viii)  without
            the consent of the Required Lenders, reduce the amount of, or extend
            the date
            of, any scheduled payment on the Loans required to be made under Section 2.09
            or
            change the application of prepayments of Loans set forth in Section 2.10(h)
            to the
            remaining scheduled amortization payments to be made thereon under Section 2.09;
            or

           

          (ix)  change
            Section 9.03
            in a
            manner that would alter the order or the pro
            rata
            sharing
            of payments required thereby, without the written consent of each Lender
            affected thereby;

           

          provided,
            further,
            that
            (1) no such agreement shall amend, modify or otherwise affect the rights
            or
            duties of the Administrative Agent or the Collateral Agent without the
            prior
            written consent of the Administrative Agent or the Collateral Agent,
            as the case
            may be and (2) (a) any waiver, amendment or modification prior to the
            completion of the primary syndication of the Commitments and Loans (as
            determined by the Administrative Agent) may not be effected without the
            written
            consent of the Administrative Agent and (b) any waiver, amendment or
            modification of the Intercreditor Agreement (and any related definitions)
            may be
            effected by an agreement or agreements in writing entered into among
            the
            Collateral Agent, the Administrative Agent, the First Lien Collateral
            Agent and
            the First Lien Administrative Agent (without the consent of any Loan
            Party, so
            long as such amendment, waiver or modification does not impose any additional
            duties or obligations on the Loan Parties or alter or impair any right
            of any
            Loan Party under the Loan Documents, but with the consent of the Required
            Lenders). Notwithstanding the foregoing, but subject to the Intercreditor
            Agreement, any provision of this Agreement may be amended by an agreement
            in
            writing entered into by the Borrower, the Required Lenders and the
            Administrative Agent if (x) by the terms of such agreement the Commitment
            of each Lender not consenting to the amendment provided for therein shall
            terminate upon the effectiveness of such amendment and (y) at the time such
            amendment becomes effective, each Lender not consenting thereto receives
            payment
            in full of the principal of, premium, if any, and interest accrued on
            each Loan
            made by it and all other amounts owing to it or accrued for its account
            under
            this Agreement.

           

          (c)  If,
            in
            connection with any proposed change, waiver, discharge or termination
            of the
            provisions of this Agreement as contemplated by Section 11.02(b),
            the
            consent of the Required Lenders is obtained but the consent of one or
            more of
            such other Lenders whose consent is required is not obtained, then the
            Borrower
            shall have the right to replace all, but not less than all, of such
            non-consenting Lender or Lenders (so long as all non-consenting Lenders
            are so
            replaced) with one or more persons pursuant to Section 2.16
            so long
            as at the time of such replacement each such new Lender consents to the
            proposed
            change, waiver, discharge or termination.

           

          (d)  Notwithstanding
            anything in Section
            11.02(b)
            to the
            contrary, this Agreement and the other Loan Documents may be amended
            at any time
            and from time to time to increase the aggregate principal amount of Loans
            or to
            establish additional Loans (collectively, “Additional
            Loans”)
            by an
            agreement in writing entered into by the Borrower, the Administrative
            Agent, the
            Collateral Agent and each person (including any Lender) that shall agree
            to make
            an Additional Loan (and each such person that shall not already be a
            Lender
            shall be reasonably acceptable to the Administrative Agent and shall,
            at the
            time such agreement becomes effective, become a Lender with the same
            effect as
            if it had originally been a Lender under this Agreement with the Loans
            set forth
            in such agreement); provided
            that
            (1) no more than an amount equal to $150.0 million of Additional Loans less
            (x) the principal amount of all Senior Subordinated Notes (other than the
            New Senior Subordinated Notes) issued after February 12, 2004 pursuant
            to
Section
            6.01(b)
            and
            (y) the principal amount of First Lien Loans issued pursuant to
Section 11.02(d)
            of the
            First Lien Credit Agreement after the Closing Date may be established
            pursuant
            to this Section
            11.02(d)
            without
            the consent of the Required Lenders, (2) no Default or Event of Default
            has
            occurred and is continuing or would occur after giving effect thereto,
            (3) the
            covenants in Section
            6.10
            would be
            satisfied on a Pro Forma Basis on the date of any such amendment and
            for the
            most recent Test Period, after giving effect to such Additional Loans,
            and (4)
            the Secured Leverage Ratio would not be greater than 3.0:1.0 after giving
            effect
            thereto. Any such agreement shall be reasonably satisfactory to the
            Administrative Agent, shall amend the provisions of this Agreement and
            the other
            Loan Documents and shall set forth the terms of the Additional Loans
            established
            thereby (including the amount and final maturity thereof (which shall
            not be
            earlier than the Maturity Date, any provisions relating to the amortization
            or
            mandatory prepayment thereof (which shall be no more than ratable or
            pari
            passu,
            as
            applicable, with the Loans), the interest to accrue and be payable thereon
            and
            any fees to be payable in respect thereof (provided
            that the
            Applicable Margins with respect to any Additional Loans shall not be
            more than
            25 basis points higher than the Applicable Margins with respect to the
            Loans and
            that all other payment rights shall be pari passu with the Loans)) and
            effect
            such other changes (including changes to the provisions of this Section,
            Section
            2.14
            and the
            definition of “Required Lenders”) as the Borrower and the Administrative Agent
            shall deem necessary or advisable in connection with the Additional Loans;
            provided
            that no
            such agreement shall (i) effect any change described in Section
            11.02(b)(i)
            through
(viii)
            without
            the consent of each person required to consent to such change under such
            clause
            (it being agreed, however, that the Additional Loans will not, of themselves,
            be
            deemed to effect any of the changes described in Section
            11.02(b)(vi) through (viii)
            and
(1))
            or (ii)
            change any other provision of this Agreement or any other Loan Document
            that
            creates rights in favor of Lenders holding existing Loans, other than
            as
            necessary or advisable in the judgment of the Administrative Agent to
            cause such
            provision to take into account, or to make the benefits of such provision
            available to, Lenders holding Additional Loans. The Loans and Borrowings
            established pursuant to this paragraph shall constitute Loans and Borrowings
            under, and shall be entitled to all the benefits afforded by, this Agreement
            and
            the other Loan Documents, and shall, without limiting the foregoing,
            benefit
            equally and ratably from the Guarantees and security interests created
            by the
            Security Documents. The Loan Parties shall take any actions reasonably
            required
            by the Administrative Agent to ensure and/or demonstrate that the Lien
            and
            security interests granted by the Security Documents continue to be perfected
            under the UCC or otherwise after the establishment of any such Additional
            Loans.

           

          (e)  Notwithstanding
            anything in this Agreement to the contrary, any Offer to Redeem shall
            be
            accepted by all Lenders to which such Offer to Redeem was made unless
            three
            Business Days prior to the proposed redemption date the Required Lenders
            give
            their consent for such Offer to Redeem to be declined by all such
            Lenders.

           

          SECTION
            11.03  Expenses;
            Indemnity

           

          (a)  The
            Loan
            Parties agree, jointly and severally, to pay, promptly upon demand:

           

          (i)  all
            reasonable costs and expenses incurred by the Arrangers, the Administrative
            Agent and the Collateral Agent, including the reasonable fees, charges
            and
            disburse-ments of Advisors for the Arrangers, the Administrative Agent
            and the
            Collateral Agent, in connection with the syndication of the Loans and
            Commitments, the preparation, execution and delivery of the Loan Documents,
            the
            administration of the Loans and Commitments, the perfection and maintenance
            of
            the Liens securing the Collateral and any actual or proposed amendment,
            supplement or waiver of any of the Loan Documents (whether or not the
            transactions contem-plated hereby or thereby shall be consummated);

           

          (ii)  all
            costs
            and expenses incurred by the Administrative Agent or the Collateral Agent,
            including the reasonable fees, charges and disburse-ments of Advisors
            for the
            Administrative Agent and the Collateral Agent, in connection with any
            action,
            suit or other proceeding affecting the Collateral or any part thereof,
            in which
            action, suit or proceeding the Administrative Agent or the Collateral
            Agent is
            made a party or participates or in which the right to use the Collateral
            or any
            part thereof is threatened, or in which it becomes necessary in the judgment
            of
            the Administrative Agent or the Collateral Agent to defend or uphold
            the Liens
            granted by the Security Documents (including any action, suit or proceeding
            to
            establish or uphold the compliance of the Collateral with any Requirements
            of
            Law);

           

          (iii)  all
            costs
            and expenses incurred by the Arrangers, the Administrative Agent, the
            Collateral
            Agent or any Lender, including the reasonable fees, charges and disburse-ments
            of Advisors for the Arrangers, the Administrative Agent, the Collateral
            Agent or
            any Lender, incurred in connection with the enforce-ment or protection
            of its
            rights under the Loan Documents, including its rights under this Section
            11.03(a),
            or in
            connection with the Loans made hereunder and the collection of the Obligations,
            including all such costs and expenses incurred during any workout, restructuring
            or negotiations in respect of the Obligations; and

           

          (iv)  all
            documentary and similar taxes and charges in respect of the Loan
            Documents.

           

          For
            purposes of this Section
            11.03(a),
            “Advisors”
shall
            mean legal counsel (including local counsel), auditors, accountants,
            consultants, appraisers or other advisors; provided
            that (x)
            in the case of clause (i), the engagement of any Advisors other than
            legal
            counsel (including local counsel) shall be subject to approval by the
            Borrower
            (which approval shall not be unreasonably withheld) and (y) in the case
            of
            clause (iii), the engagement of any Advisors other than one firm of legal
            counsel by any Lender shall be subject to approval by the Administrative
            Agent.

           

          (b)  The
            Loan
            Parties agree, jointly and severally, to indemnify the Agents, each Lender,
            each
            Affiliate of any of the foregoing persons and each of their respective
            partners,
            controlling persons, directors, officers, trustees, employees, agents
            and
            advisors (each such person being called an “Indemnitee”)
            against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket
            costs and any and all losses, claims, damages, liabilities, penalties,
            judgments, suits and related expenses, including reasonable counsel fees,
            charges and disbursements, incurred by or asserted against any Indemnitee
            arising out of, in any way connected with, or as a result of (i) the
            execution, delivery, performance, administration or enforcement of the
            Loan
            Documents, (ii) any claim, litigation, investigation or proceeding relating
            to
            any of the foregoing, whether or not any Indemnitee is a party thereto,
            or
            (iii) any actual or alleged presence or Release or threatened Release of
            Hazardous Materials, on, at, under or from any property owned, leased
            or
            operated by any Company at any time, or any Environmental Claim related
            in any
            way to any Company; provided
            that
            such indemnity shall not, as to any Indemnitee, be available to the extent
            that
            such losses, claims, damages, liabilities or related expenses are determined
            by
            a court of competent jurisdiction by final and nonappealable judgment
            to have
            resulted solely from the gross negligence or willful misconduct of such
            Indemnitee.

           

          (c)  The
            provisions of this Section 11.03
            shall
            remain operative and in full force and effect regardless of the expiration
            of
            the term of this Agreement, the consummation of the transactions contemplated
            hereby, the repayment of the Loans, the release of all or any portion
            of the
            Collateral, the expiration of the Commitments, the invalidity or
            unenforceability of any term or provision of this Agreement or any other
            Loan
            Document, or any investigation made by or on behalf of the Agents or
            any Lender.
            All amounts due under this Section 11.03
            shall be
            payable on written demand therefor accompanied by reasonable documentation
            with
            respect to any reimbursement, indemnification or other amount
            requested.

           

          (d)  To
            the
            extent that the Borrower fails to promptly pay any amount required to
            be paid by
            it to the Agents under paragraph (a) or (b) of this Section, each Lender
            severally agrees to pay to the Agents such Lender’s pro
            rata
            share
            (determined as of the time that the applicable unreimbursed expense or
            indemnity
            payment is sought) of such unpaid amount; provided
            that the
            unreimbursed expense or indemnified loss, claim, damage, liability or
            related
            expense, as the case may be, was incurred by or asserted against any
            of the
            Agents in its capacity as such. For purposes hereof, a Lender’s “pro
            rata
            share”
shall be determined based upon its share of the sum of the total outstanding
            Loans at the time.

           

          SECTION
            11.04  Successors
            and Assigns

           

          (a)  The
            provisions of this Agreement shall be binding upon and inure to the benefit
            of
            the parties hereto and their respective successors and assigns permitted
            hereby,
            except that the Borrower may not assign or otherwise transfer any of
            its rights
            or obligations hereunder without the prior written consent of the Administrative
            Agent, the Collateral Agent and each Lender (and any attempted assignment
            or
            transfer by the Borrower without such consent shall be null and void).
            Nothing
            in this Agreement, express or implied, shall be construed to confer upon
            any
            person (other than the parties hereto, their respective successors and
            assigns
            permitted hereby and, to the extent expressly contemplated hereby, the
            other
            Indemnitees) any legal or equitable right, remedy or claim under or by
            reason of
            this Agreement.

           

          (b)  Any
            Lender shall have the right at any time to assign to one or more banks,
            insurance companies, investment companies or funds or other institutions
            (other
            than the Borrower, Parent or any Subsidiary thereof) all or a portion
            of its
            rights and obligations under this Agreement (including all or a portion
            of its
            Commitment and the Loans at the time owing to it); provided
            that
            (i) except in the case of an assignment to a Lender, an Affiliate of a
            Lender or a Lender Affiliate, the Administrative Agent and the Borrower
            must
            give its prior written consent to such assignment (which consents shall
            not be
            unreasonably withheld or delayed), (ii) except in the case of an assignment
            to a Lender, an Affiliate of a Lender or a Lender Affiliate, any assignment
            made
            in connection with the syndication of the Commitments and Loans by the
            Arrangers
            or an assignment of the entire remaining amount of the assigning Lender’s
            Commitment or Loans, the amount of the Commitment or Loans of the assigning
            Lender subject to each such assignment (determined as of the date the
            Assignment
            and Assumption with respect to such assignment is delivered to the
            Administrative Agent) shall not be less than $1.0 million, unless each
            of the
            Borrower and the Administrative Agent otherwise consents (which consents
            shall
            not be unreasonably withheld or delayed), (iii) each partial assignment
            shall be made as an assignment of a proportionate part of all the assigning
            Lender’s rights and obligations under this Agreement, (iv) the parties to
            each assignment shall execute and deliver to the Administrative Agent
            an
            Assignment and Assumption, together with a processing and recordation
            fee of
            $3,500; provided
            that
            only one such fee shall be payable in the case of a simultaneous assignment
            to
            two or more Lender Affiliates, (v) the assignee, if it shall not be a
            Lender, shall deliver to the Administrative Agent an Administrative
            Questionnaire and (vi) in the case of an assignment to an Affiliate of
            Parent,
            such Affiliate hereby agrees that, unless it holds all Loans, its Loans
            and
            Commitments shall be disregarded for purposes of determining the requisite
            percentage or number of Lenders required to waive, amend or modify any
            rights
            under any Loan Document or make any determination or grant any consent
            thereunder; and provided,
            further,
            that
            any consent of the Borrower otherwise required under this paragraph shall
            not be
            required if a Default has occurred and is continuing or during the primary
            syndication of the Commitments. Subject to acceptance and recording thereof
            pursuant to paragraph (d) of this Section, from and after the effective
            date specified in each Assignment and Assumption the assignee thereunder
            shall
            be a party hereto and, to the extent of the interest assigned by such
            Assignment
            and Assumption, have the rights and obligations of a Lender under this
            Agreement
            (provided
            that any
            liability of the Borrower to such assignee under Section 2.12
            or
2.13
            shall be
            limited to the amount, if any, that would have been payable thereunder
            by the
            Borrower in the absence of such assignment, except to the extent any
            such
            amounts are attributable to a Change in Law occurring after the date
            of such
            assignment), and the assigning Lender thereunder shall, to the extent
            of the
            interest assigned by such Assignment and Assumption, be released from
            its
            obligations under this Agreement (and, in the case of an Assignment and
            Assumption covering all of the assigning Lender’s rights and obligations under
            this Agreement, such Lender shall cease to be a party hereto but shall
            continue
            to be entitled to the benefits of Sections 2.12,
            2.13,
            2.15
            and
11.03).

           

          (c)  The
            Administrative Agent, acting for this purpose as an agent of the Borrower,
            shall
            maintain at one of its offices a copy of each Assignment and Assumption
            delivered to it and a register for the recordation of the names and addresses
            of
            the Lenders, and the Commitment of, and principal amount of the Loans
            owing to,
            each Lender pursuant to the terms hereof from time to time (the “Register”).
            The
            entries in the Register shall be conclusive in the absence of manifest
            error,
            and the Borrower, the Administrative Agent and the Lenders may treat
            each person
            whose name is recorded in the Register pursuant to the terms hereof as
            a Lender
            hereunder for all purposes of this Agreement, notwithstanding notice
            to the
            contrary. The Register shall be available for inspection by the Borrower,
            the
            Collateral Agent and any Lender (with respect to its own interest only),
            at any
            reasonable time and from time to time upon reasonable prior notice.

           

          (d)  Upon
            its
            receipt of a duly completed Assignment and Assumption executed by an
            assigning
            Lender and an assignee, the assignee’s completed Administrative Questionnaire
            (unless the assignee shall already be a Lender hereunder), the processing
            and
            recordation fee referred to in paragraph (b) of this Section and any
            written consent to such assignment required by paragraph (b) of this
            Section, the Administrative Agent shall accept such Assignment and Assumption
            and record the information contained therein in the Register. No assignment
            shall be effective for purposes of this Agreement unless it has been
            recorded in
            the Register as provided in this paragraph.

           

          (e)  Any
            Lender shall have the right at any time, without the consent of the Borrower
            or
            the Administrative Agent, to sell participations to one or more banks
            or other
            entities (a “Participant”)
            in all
            or a portion of such Lender’s rights and obligations under this Agreement
            (including all or a portion of its Commitment and the Loans owing to
            it);
provided
            that
            (i) such Lender’s obligations under this Agreement shall remain unchanged,
            (ii) such Lender shall remain solely responsible to the other parties
            hereto for the performance of such obligations and (iii) the Borrower, the
            Administrative Agent and the other Lenders shall continue to deal solely
            and
            directly with such Lender in connection with such Lender’s rights and
            obligations under this Agreement. Any agreement or instrument pursuant
            to which
            a Lender sells such a participation shall provide that such Lender shall
            retain
            the sole right to enforce the Loan Documents and to approve any amendment,
            modification or waiver of any provision of the Loan Documents; provided
            that
            such agreement or instrument may provide that such Lender will not, without
            the
            consent of the Participant, agree to any amendment, modification or waiver
            described in clause (i), (ii) or (iii) of the first proviso to Section 11.02(b)
            that
            affects such Participant. Subject to paragraph (f) of this Section, the
            Borrower agrees that each Participant shall be entitled to the benefits
            of
Sections 2.12,
            2.13
            and
2.15,
            so long
            as such Participant complies with the requirements of each such Section,
            to the
            same extent as if it were a Lender and had acquired its interest by assignment
            pursuant to paragraph (b) of this Section. To the extent permitted by law,
            each Participant also shall be entitled to the benefits of Section 11.08
            as
            though it were a Lender; provided
            that
            such Participant agrees in writing to be subject to Section 2.14(c)
            as
            though it were a Lender. Each Lender shall, acting for this purpose as
            an agent
            of the Borrower, maintain at one of its offices a register for the recordation
            of the names and addresses of its Participants, and the amount and terms
            of its
            participations; provided
            that no
            Lender shall be required to disclose or share the information contained
            in such
            register with the Borrower or any other party, except as required by
            applicable
            law.

           

          (f)  A
            Participant shall not be entitled to receive any greater payment under
            Section 2.12,
            2.13
            or
2.15
            than the
            applicable Lender would have been entitled to receive with respect to
            the
            participation sold to such Participant, unless the sale of the participation
            to
            such Participant is made with the prior written consent of the Borrower
            (which
            consent shall not be unreasonably withheld or delayed).

           

          (g)  Any
            Lender may at any time pledge or assign a security interest in all or
            any
            portion of its rights under this Agreement to secure obligations of such
            Lender,
            including any pledge or assignment to secure obligations to a Federal
            Reserve
            Bank, and this Section shall not apply to any such pledge or assignment
            of a
            security interest; provided
            that no
            such pledge or assignment of a security interest shall release a Lender
            from any
            of its obligations hereunder or substitute any such pledgee or assignee
            for such
            Lender as a party hereto. In the case of any Lender that is a fund that
            invests
            in bank loans, such Lender may, without the consent of the Borrower or
            the
            Administrative Agent, collaterally assign or pledge all or any portion
            of its
            rights under this Agreement, including the Loans and Notes or any other
            instrument evidencing its rights as a Lender under this Agreement, to
            any holder
            of, trustee for, or any other representative of holders of, obligations
            owed or
            securities issued, by such fund, as security for such obligations or
            securities.

           

          SECTION
            11.05  Survival
            of Agreement.
            All
            covenants, agreements, representations and warranties made by the Loan
            Parties
            in the Loan Documents and in the certificates or other instruments delivered
            in
            connection with or pursuant to this Agreement or any other Loan Document
            shall
            be considered to have been relied upon by the other parties hereto and
            shall
            survive the execution and delivery of the Loan Documents and the making
            of any
            Loans, regardless of any investigation made by any such other party or
            on its
            behalf and notwithstanding that the Agents or any Lender may have had
            notice or
            knowledge of any Default or incorrect representation or warranty at the
            time any
            credit is extended hereunder, and shall continue in full force and effect
            as
            long as the principal of or any accrued interest on any Loan or any fee
            or any
            other amount payable under this Agreement is outstanding and unpaid and
            so long
            as the Commitments have not expired or terminated. The provisions of
            Sections 2.12,
            2.14,
            2.15
            and
11.03
            and
Article X
            shall
            survive and remain in full force and effect regardless of the consummation
            of
            the transactions contemplated hereby, the repayment of the Loans, the
            expiration
            or termination of the Commitments or the termination of this Agreement
            or any
            provision hereof.

           

          SECTION
            11.06  Counterparts;
            Integration; Effectiveness.
            This
            Agreement 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. This Agreement,
            the other Loan Documents and the Fee Letter constitute the entire contract
            among
            the parties relating to the subject matter hereof and supersede any and
            all
            previous agreements and understandings, oral or written, relating to
            the subject
            matter hereof. This Agreement shall become effective when the conditions
            precedent set forth in Section 4.01
            have
            been met and when it shall have been executed by the Administrative Agent
            and
            when the Administrative Agent shall have received counterparts hereof
            which,
            when taken together, bear the signatures of each of the other parties
            hereto,
            and thereafter shall be binding upon and inure to the benefit of the
            parties
            hereto and their respective successors and assigns. Delivery of an executed
            counterpart of a signature page of this Agreement by telecopy shall be
            effective
            as delivery of a manually executed counterpart of this Agreement.

           

          SECTION
            11.07  Severability.
            Any
            provision of this Agreement held to be invalid, illegal or unenforceable
            in any
            jurisdiction shall, as to such jurisdiction, be ineffective to the extent
            of
            such invalidity, illegality or unenforceability without affecting the
            validity,
            legality and enforceability of the remaining provisions hereof; and the
            invalidity of a particular provision in a particular jurisdiction shall
            not
            invalidate such provision in any other jurisdiction.

           

          SECTION
            11.08  Right
            of Setoff.
            Subject
            to Sections
            3.1(b)
            and
5.4
            of the
            Intercreditor Agreement, if an Event of Default shall have occurred and
            be
            continuing, each Lender and each of its Affiliates are hereby authorized
            at any
            time and from time to time, to the fullest extent permitted by law, to
            set off
            and apply any and all deposits (general or special, time or demand, provisional
            or final) at any time held and other obligations at any time owing by
            such
            Lender or Affiliate to or for the credit or the account of the Borrower
            against
            any and all of the obligations of the Borrower now or hereafter existing
            under
            this Agreement held by such Lender, irrespective of whether or not such
            Lender
            shall have made any demand under this Agreement and although such obligations
            may be unmatured. The rights of each Lender under this Section are in
            addition
            to other rights and remedies (including other rights of setoff) which
            such
            Lender may have.

           

          SECTION
            11.09  Governing
            Law; Jurisdiction; Consent to Service of Process

           

          (a)  This
            Agreement shall be construed in accordance with and governed by the law
            of the
            State of New York, without regard to conflicts of law principles that
            would
            require the application of the laws of another jurisdiction.

           

          (b)  Each
            Loan
            Party hereby irrevocably and unconditionally submits, for itself and
            its
            property, to the nonexclusive jurisdiction of the Supreme Court of the
            State of
            New York sitting in New York County and of the United States District
            Court of
            the Southern District of New York, and any appellate court from any thereof,
            in
            any action or proceeding arising out of or relating to any Loan Document,
            or for
            recognition or enforcement of any judgment, and each of the parties hereto
            hereby irrevocably and unconditionally agrees that all claims in respect
            of any
            such action or proceeding may be heard and determined in such New York
            State or,
            to the extent permitted by law, in such federal court. Each of the parties
            hereto agrees that a final judgment in any such action or proceeding
            shall be
            conclusive and may be enforced in other jurisdictions by suit on the
            judgment or
            in any other manner provided by law. Nothing in this Agreement or any
            other Loan
            Document shall affect any right that the Administrative Agent or any
            Lender may
            otherwise have to bring any action or proceeding relating to this Agreement
            or
            any other Loan Document against any Loan Party or its properties in the
            courts
            of any jurisdiction.

           

          (c)  Each
            Loan
            Party hereby irrevocably and unconditionally waives, to the fullest extent
            it
            may legally and effectively do so, any objection which it may now or
            hereafter
            have to the laying of venue of any suit, action or proceeding arising
            out of or
            relating to this Agreement or any other Loan Document in any court referred
            to
            in Section
            11.09(b).
            Each of
            the parties hereto hereby irrevocably waives, to the fullest extent permitted
            by
            law, the defense of an inconvenient forum to the maintenance of such
            action or
            proceeding in any such court.

           

          (d)  Each
            party to this Agreement irrevocably consents to service of process in
            any action
            or proceeding arising out of or relating to any Loan Document, in the
            manner
            provided for notices (other than telecopy) in Section 11.01.
            Nothing
            in this Agreement or any other Loan Document will affect the right of
            any party
            to this Agreement to serve process in any other manner permitted by applicable
            law.

           

          SECTION
            11.10  Waiver
            of Jury Trial.
            EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
            LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
            DIRECTLY
            OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
            LOAN
            DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
            TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
            REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
            EXPRESSLY
            OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
            SEEK
            TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
            PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
            OTHER LOAN
            DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
            IN THIS
            SECTION.

           

          SECTION
            11.11  Headings.
            Article
            and Section headings and the Table of Contents used herein are for convenience
            of reference only, are not part of this Agreement and shall not affect
            the
            construction of, or be taken into consideration in interpreting, this
            Agreement.

           

          SECTION
            11.12  Confidentiality.
            Each of
            the Agents and the Lenders agrees to maintain the confidentiality of
            the
            Information (as defined below), except that Information may be disclosed
            (a) to its and its Affiliates’ and Lender Affiliates’ directors, trustees,
            officers, employees and agents, including accountants, legal counsel
            and other
            advisors (it being understood that the persons to whom such disclosure
            is made
            will be informed of the confidential nature of such Information and instructed
            to keep such Information confidential pursuant to the terms hereof),
            (b) to
            the extent requested by any regulatory or self-regulatory authority,
            (c) to
            the extent required by applicable laws or regulations or by any subpoena
            or
            similar legal process, (d) to any other party to this Agreement,
            (e) in connection with the exercise of any remedies hereunder or any suit,
            action or proceeding relating to this Agreement or any other Loan Document
            or
            the enforcement of rights hereunder or thereunder, (f) subject to an
            agreement containing provisions substantially the same as those of this
            Section 11.12,
            to
            (i) any assignee of or Participant in, or any prospective assignee of or
            Participant in, any of its rights or obligations under this Agreement,
            (ii) any actual or prospective counterparty (or its advisors) to any swap
            or derivative transaction relating to the Borrower and its obligations
            or
            (iii) any rating agency for the purpose of obtaining a credit rating
            applicable to any Loan or Loan Party, (g) with the consent of the Borrower
            or (h) to the extent such Information (i) is publicly available at the
            time of disclosure or becomes publicly available other than as a result
            of a
            breach of this Section or (ii) becomes available to any Agent or any Lender
            on a nonconfidential basis from a source other than the Borrower or any
            Subsidiary. For the purposes of this Section, “Information”
means
            all information received from the Borrower or any Subsidiary relating
            to the
            Borrower or any Subsidiary or its business that is clearly identified
            at the
            time of delivery as confidential, other than any such information that
            is
            available to any Agent or any Lender on a nonconfidential basis prior
            to
            disclosure by the Borrower or any Subsidiary. Any person required to
            maintain
            the confidentiality of Information as provided in this Section shall
            be
            considered to have complied with its obligation to do so if such person
            has
            exercised the same degree of care to maintain the confidentiality of
            such
            Information as such person would accord to its own confidential
            information.

           

          SECTION
            11.13  Interest
            Rate Limitation.
            Notwithstanding anything herein to the contrary, if at any time the interest
            rate applicable to any Loan, together with all fees, charges and other
            amounts
            which are treated as interest on such Loan under applicable law (collectively,
            the “Charges”),
            shall
            exceed the maximum lawful rate (the “Maximum
            Rate”)
            which
            may be contracted for, charged, taken, received or reserved by the Lender
            holding such Loan in accordance with applicable law, the rate of interest
            payable in respect of such Loan hereunder, together with all Charges
            payable in
            respect thereof, shall be limited to the Maximum Rate and, to the extent
            lawful,
            the interest and Charges that would have been payable in respect of such
            Loan
            but were not payable as a result of the operation of this Section shall
            be
            cumulated and the interest and Charges payable to such Lender in respect
            of
            other Loans or periods shall be increased (but not above the Maximum
            Rate
            therefor) until such cumulated amount, together with interest thereon
            at the
            Federal Funds Effective Rate to the date of repayment, shall have been
            received
            by such Lender.

           

          SECTION
            11.14  Lender
            Addendum.
            Each
            Lender to become a party to this Agreement on the Closing Date shall
            do so by
            delivering to the Administrative Agent a Lender Addendum duly executed
            by such
            Lender, the Borrower and the Administrative Agent.

           

          SECTION
            11.15  Obligations
            Absolute.
            To the
            fullest extent permitted by applicable law, all obligations of the Loan
            Parties
            hereunder shall be absolute and unconditional irrespective of:

           

          (a)  any
            bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
            liquidation or the like of any Loan Party;

           

          (b)  any
            lack
            of validity or enforceability of any Loan Document or any other agreement
            or
            instrument relating thereto against any Loan Party;

           

          (c)  any
            change in the time, manner or place of payment of, or in any other term
            of, all
            or any of the Obligations, or any other amendment or waiver of or any
            consent to
            any departure from any Loan Document or any other agreement or instrument
            relating thereto;

           

          (d)  any
            exchange, release or non-perfection of any other Collateral, or any release
            or

           

          amendment
            or waiver of or consent to any departure from any guarantee, for all
            or any of
            the Obligations;

           

          (e)  any
            exercise or non-exercise, or any waiver of any right, remedy, power or
            privilege
            under or in respect hereof or any Loan Document; or

           

          (f)  any
            other
            circumstances which might otherwise constitute a defense available to,
            or a
            discharge of, the Loan Parties, except for the defense of payment or
            performance
            of such obligations.

           

          SECTION
            11.16  [Intentionally
            Omitted].

           

           

           

          SECTION
            11.17  USA
            PATRIOT Act Notice.
            Each
            Lender that is subject to the Act (as hereinafter defined) and the
            Administrative Agent (for itself and not on behalf of any Lender) hereby
            notifies Borrower that pursuant to the requirements of the USA PATRIOT
            Act
            (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
            (the “Act”),
            it is
            required to obtain, verify and record information that identifies Borrower,
            which information includes the name, address and tax identification number
            of
            Borrower and other information regarding Borrower that will allow such
            Lender or
            the Administrative Agent, as applicable, to identify Borrower in accordance
            with
            the Act. This notice is given in accordance with the requirements of
            the Act and
            is effective as to the Lenders and the Administrative Agent.

           

          [Signature
            Pages Follow]

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        IN
          WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
          executed by their respective authorized officers as of the day and year
          first
          above written.

         

        PLY
          GEM
          INDUSTRIES, INC.

         

         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Chief Financial Officer,
          Treasurer and Secretary

         

         

        PLY
          GEM
          HOLDINGS, INC.

         

         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Chief Financial Officer,
          Treasurer and Secretary

         

         

        GREAT
          LAKES WINDOW, INC.

        KROY
          BUILDING PRODUCTS, INC.

        NAPCO,
          INC.

        NAPCO
          WINDOW SYSTEMS, INC.

        THERMAL-GARD,
          INC.

        VARIFORM,
          INC.

         

         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Treasurer and Secretary

         

        MWM
          HOLDING, INC.

        MW
          MANUFACTURERS INC.

        PATRIOT
          MANUFACTURING, INC.

         

         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Treasurer and Secretary

         

        


        AWC
          HOLDING COMPANY

        ALENCO
          HOLDING CORPORATION

        ALENCO
          TRANS, INC.

        AWC
          ARIZONA, INC.

        ALENCO
          EXTRUSION MANAGEMENT, L.L.C.

        ALENCO
          EXTRUSION GA, L.L.C.

        ALUMINUM
          SCRAP RECYCLE, L.L.C.

        ALENCO
          BUILDING PRODUCTS MANAGEMENT, L.L.C.

        ALENCO
          WINDOW GA, L.L.C.

        GLAZING
          INDUSTRIES MANAGEMENT, L.L.C.

        ALENCO
          INTERESTS, L.L.C.

        


         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Treasurer and Secretary

         

         

        NEW
          ALENCO EXTRUSION, LTD. 

        By: Alenco
          Extrusion Management, L.L.C.,

        its
          General Partner

        


         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Treasurer and Secretary

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        NEW
          ALENCO WINDOW, LTD. 

        By:
          Alenco
          Building Products Management, L.L.C.

        its
          General Partner

        


         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Treasurer and Secretary

         

         

        NEW
          GLAZING INDUSTRIES, LTD.

        By:
          Glazing Industries Management, L.L.C.,

        its
          General Partner

         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Treasurer and Secretary

         

        ALCOA
          HOME EXTERIORS, INC.

         

         

        By:   

        Name: Shawn
          K.
          Poe

        Title: Vice
          President, Treasurer and Secretary

         

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        UBS
          SECURITIES LLC, 

         

            as
          a Joint Lead Arranger

         

         

        By:   

        Name: 

        Title: 

         

         

        By:   

        Name: 

        Title: 

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DEUTSCHE
          BANK SECURITIES INC.,

         

            as
          a Joint Lead Arranger

         

         

        By:   

        Name: 

        Title:

         

         

        By:   

        Name: 

        Title:  

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        J.P.
          MORGAN SECURITIES INC.,

         

            as
          Co-Arranger

         

         

        By:   

        Name: 

        Title: 

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        UBS
          AG,
          STAMFORD BRANCH,

         

                                            as
          Administrative Agent and Collateral Agent

         

         

        By:   

        Name: 

        Title: 

         

         

        By:   

        Name: 

        Title: 

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DEUTSCHE
          BANK SECURITIES INC., as Syndication Agent

         

         

        By:   

        Name: 

        Title: 

         

         

        By:   

        Name: 

        Title: 

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        JPMORGAN
          CHASE BANK, N.A.,

         

            as
          Documentation Agent

         

         

        By:   

        Name: 

        Title:

         

         

        


         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        Schedule
          1.01(a) - Assumed Debt

         

         

        None.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        Schedule
          1.01(c) - Material Indebtedness

         

        1.  Indenture,
          dated as of February 12, 2004, as supplemented on August 27, 2004,
among
          U.S Bank National Association, as trustee, the Borrower, as issuer, and
          the
Loan
          Parties which are parties thereto.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        Schedule
          1.01(d) - Mortgaged Property

         

        1. Mississippi,
          Lee County; mortgagor: MW Manufacturers Inc.

        2. Missouri,
          Clay County; mortgagor: Ply Gem et al

        3. North
          Carolina, Columbus County; mortgagor: Ply Gem et al 

        4. Tennessee,
          Marion County; mortgagor: Variform, Inc. 

        5. Virginia,
          Franklin County; mortgagor: Ply Gem et al

        6. 100
          Cellwood Road, Gaffney, SC;
          mortgagor: Alcoa Home Exteriors, Inc.

        7.
           1601
          Commerce Boulevard, Denison, TX;
          mortgagor: Alcoa Home Exteriors, Inc.

        8. 185
          Johnson Drive, Stuarts Draft, VA;
          mortgagor: Alcoa Home Exteriors, Inc.

        9.
          2405
          Campbell Road, Sidney, OH;
          mortgagor: Alcoa Home Exteriors, Inc.

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        Schedule
          1.01(e) - Refinancing Indebtedness to Be Repaid

         

        


         

         

        None.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        Schedule
          1.01(f) - U.S. Subsidiary Guarantors

         

         

        1. Great
          Lakes Window, Inc.

         

        2. Kroy
          Building Products, Inc.

         

        3. Napco,
          Inc.

         

        4. Napco
          Window Systems, Inc.

         

        5. Thermal-Gard,
          Inc.

         

        6. Variform,
          Inc.

         

        7. MWM
          Holding, Inc.

         

        8. MW
          Manufacturers Inc.

         

        9. Patriot
          Manufacturing, Inc.

         

        10. AWC
          Holding Company

         

        11. Alenco
          Holding Corporation

         

        12. Alenco
          Extrusion Management, L.L.C.

         

        13. New
          Alenco Extrusion, Ltd.

         

        14. Alenco
          Extrusion GA, L.L.C.

         

        15. Aluminum
          Scrap Recycle, L.L.C.

         

        16. Alenco
          Building Products Management, L.L.C.

         

        17. New
          Alenco Window, Ltd.

         

        18. Alenco
          Window GA, L.L.C.

         

        19. Alenco
          Trans, Inc.

         

        20. Glazing
          Industries Management, L.L.C.

         

        21. New
          Glazing Industries, Ltd.

         

        22. Alenco
          Interests, L.L.C.

         

        23. AWC
          Arizona, Inc.

         

        24.
           Alcoa
          Home Exteriors, Inc.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        Schedule
          3.03 - Governmental Approvals; Compliance with Laws 

         

         

        None.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        Schedule
          3.05(b) - Real Property1 

         

        


        
          	
                   

                  Entity
                    of Record

                   

                	
                   

                  Location
                    Address

                   

                	
                   

                  Owned
                    or Leased

                   

                	
                   

                  Landlord/
                    Owner if Leased

                   

                	
                   

                  Consent
                    Required With Respect to the Transactions, the Fourth Amendment
                    Transactions

                   

                	
                   

                  Description
                    of Lease Documents

                   

                
	
                  Ply
                    Gem Industries, Inc.

                
	 	
                  90
                    Inip Drive, Inwood, NY2 

                	
                  Leased

                	
                  Inip
                    Co.

                	
                  No

                	
                  Agreement
                    of Lease between Harris Chasanoff, et al. and Ply Gem Industries,
                    Inc.
                    dated May 25, 1982; Lease Extension Agreement dated August 1,
                    1992;
                    Sublease Agreement between Ply Gem Industries, Inc. and Studley
                    Products,
                    Inc. dated May 28, 1998.

                
	 	
                  95
                    Inip Drive, Inwood, NY

                	
                  Leased

                	
                  Inip
                    Co.

                	
                  No

                	
                  Indenture
                    of Lease between Harris Chasanoff, et al. and Ply Gem Industries,
                    Inc.
                    dated August 13, 1969, as modified and amended, and Lease Extension
                    Agreement dated August 1, 1992.

                
	
                  Great
                    Lakes Windows, Inc.

                
	 	
                  30499
                    Tracy Road, Toledo, OH

                	
                  Leased

                	
                  GP
                    (MULTI) L.P.

                	
                  No

                	
                  Deed
                    of Lease Agreement by and between GP (MULTI) L.P., a Delaware
                    limited
                    partner-ship, as Landlord, and Ply Gem Industries, Inc., MWM
                    Holding,
                    Inc., Great Lakes Window, Inc., MWM Holding, Inc., MW Manufacturers
                    Inc.,
                    Napco Win-dow Systems, Inc., Kroy Building Products, Inc., Napco,
                    Inc.,
                    Thermal-Gard, Inc., as Tenant, dated as of August 27, 2004 (“Sale and
                    Leaseback Agreement”).

                
	 	
                  7171
                    Reuthinger Road, Toledo, OH (option)

                	
                  Leased

                	
                  John
                    F. LaPlante and Judith A. LaPlante

                	
                  No

                	
                  Lease
                    between John F. LaPlante and Judith A. LaPlante, Trustees and
                    Great Lakes
                    Window, Inc. dated November 7,
                    2003.

                


        

         

         

         

        

          

          
             

          

        

        1  Excluding
          warehouse leases which involve annual lease payments of $50,000 or
          less.

        
           

          
            2  Both
              Inip
              Drive leases were
              part
              of a previous sale of the Studley subsidiary, but were never formally
              assigned.
              Ply Gem is a co-tenant on the lease with the subsidiary it sold off.
              Nortek has
              agreed to try to novate Ply Gem for Nortek under those two leases so
              that Ply
              Gem is not responsible for any obligations thereunder. The novation,
              however,
              will likely not be accomplished prior to our closing. Therefore, Ply
              Gem is
              currently responsible for those obligations, but is
              indemnified.

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  228
                    Huron, Toledo, OH

                	
                  Leased

                	
                  Willis
                    Day, Inc.

                	
                  No

                	
                  Short
                    Term Tenancy—Lease is on a month-to-month basis.

                
	
                  Kroy
                    Building Products, Inc.

                
	 	
                  2719
                    N. Division Avenue, York, NE

                	
                  Leased

                	
                  GP
                    (MULTI) L.P.

                	
                  No

                	
                  Sale
                    and Leaseback Agreement

                
	 	
                  15159
                    Andrew Jackson Highway, Fair Bluff, NC

                	
                  Leased

                	
                  GP
                    (MULTI) L.P.

                	
                  No

                	
                  Sale
                    and Leaseback Agreement.

                
	 	
                  1857
                    Evans Road, Cary, NC

                	
                  Leased

                	
                  DRW
                    Investments, LLC

                	
                  No

                	
                  Commercial
                    Lease Agreement between DRW Investments, LLC and Kroy Building
                    Products,
                    Inc. dated January 6, 2005.

                
	
                  Napco,
                    Inc.

                
	 	
                  125
                    McFann Road, Valencia, PA

                	
                  Leased

                	
                  GP
                    (MULTI) L.P.

                	
                  No

                	
                  Sale
                    and Leaseback Agreement.

                
	
                  Variform,
                    Inc.

                
	 	
                  303
                    W. Major, Kearney, MO

                	
                  Leased

                	
                  GP
                    (MULTI) L.P.

                	
                  No

                	
                  Sale
                    and Leaseback Agreement.

                
	 	
                  91
                    Variform Drive, Martinsburg, WV

                	
                  Leased

                	
                  GP
                    (MULTI) L.P.

                	
                  No

                	
                  Sale
                    and Leaseback Agreement.

                
	 	
                  1600
                    N. State Rte 291, Carefree Industrial Park, Independence,
                    MO

                	
                  Leased

                	
                  Woodmen
                    of the World Life Society

                	
                  No

                	
                  Lease
                    between Woodmen of the World Life Society and Variform, Inc.
                    dated January
                    25, 2002.

                
	 	
                  1274
                    Industrial Blvd., Jasper, TN

                	
                  Owned

                	 	
                  No

                	 
	 	
                  5550
                    Winchester Avenue, WV

                	
                  Leased

                	
                  Berkeley
                    Business Park Associates L.L.C.

                	
                  No

                	
                  Lease
                    Agreement between Business Park Assoc. and Variform, Inc. dated
                    January
                    14, 2005—January 14, 2008

                
	
                  MW
                    Manufacturers, Inc.

                
	 	
                  Rocky
                    Mount Window Plant No. 1, 433 North Main Street, Rocky Mount,
                    VA
                    24151.

                	
                  Leased

                	
                  GP
                    (MULTI) L.P.

                	
                  No

                	
                  Sale
                    and Leaseback Agreement.

                
	 	
                  Rocky
                    Mount Training Center, 433 North Main Street, Rocky Mount, VA
                    24151.

                	
                  Leased

                	
                  GP
                    (MULTI) L.P.

                	
                  No

                	
                  Sale
                    and Leaseback Agreement.

                
	 	
                  Fayetteville
                    Cutting Operation, 400-408 Pine Street, Fayetteville, NC
                    28302.

                	
                  Owned

                	 	
                  No

                	 
	 	
                  Storage
                    shed and unimproved land located on noncontiguous parcels, portions
                    of
                    Tracts #1 and #2 as recorded in Deed Book 893, page 547, Beaverdam
                    Township (Hoffman), Richmond County, NC 28347.

                	
                  Owned

                	 	
                  No

                	 
	 	
                  Rocky
                    Mount Window Plant No. 3 at 520 Weaver Street, Rocky Mount,
                    Virginia.

                   

                	
                  Leased

                	
                  Weaver
                    Mirror Company

                	
                  No

                	
                  Lease
                    Agreement dated November 20, 2003 with Weaver Mirror
                    Company.

                
	 	
                  Property
                    located at Green and Triangle Streets in Tupelo,
                    Mississippi

                	
                  Leased

                	
                  Joseph
                    B. Whiteside d/b/a Whiteside Realty

                	
                  No

                	
                  Lease
                    Agreement dated June 14, 2005 with Joseph B. Whiteside d/b/a
                    Whiteside
                    Realty. Lease expires June 15, 2005. Renewal option exercised
                    June 16,
                    2005 under same terms and conditions..

                
	 	
                  2.02
                    acres of real property located in Fayetteville, North
                    Carolina.

                	
                  Leased

                	
                  CSX
                    Transportation, Inc.

                	
                  No

                	
                  Lease
                    dated June 15, 1983, amended as of July 15, 1997 and July 18,
                    2003 with
                    CSX Transportation, Inc.

                
	 	
                  0.05
                    acres of real property located in Rocky Mount, Virginia.

                   

                	
                  Leased

                	
                  Norfolk
                    Southern Railway Company

                	
                  No

                	
                  Lease
                    dated April 23, 2003 with Norfolk Southern Railway
                    Company.

                
	 	
                  0.14
                    acres of real property located in Rocky Mount, Virginia.

                	
                  Leased

                	
                  Norfolk
                    and Western Railway Company

                	
                  No

                	
                  Agreement
                    dated June 25, 1993 with Norfolk and Western Railway
                    Company.

                
	 	
                  Private
                    road in Rocky Mount, Virginia.

                	
                  Leased

                	
                  Norfolk
                    and Western Railway Company

                	
                  No

                	
                  Lease
                    dated June 8, 1948 between Norfolk and Western Railway Company
                    (Landlord)
                    and R.O.W. Distributors, Inc. (Tenant), assigned to MW Distributors,
                    Division of US Industries, Inc. as of January 5, 1970, amended
                    as of May
                    31, 1976.

                
	 	
                  0.2
                    acres of real property in Rocky Mount, Virginia.

                	
                  Leased

                	
                  Norfolk
                    and Western Railway Company

                	
                  No

                	
                  Lease
                    dated May 21, 1973 with Norfolk and Western Railway Company,
                    amended as of
                    July 2, 1991 (unsigned copy).

                
	 	
                  Real
                    property located at the corner of N. Main Street and Southern
                    Railroad in
                    Rocky Mount, Virginia

                	
                  Leased

                	
                  Franklin
                    Grocery and Grain, Inc.

                	
                  No

                	
                  Lease
                    dated February 17, 2006 with Franklin Grocery and Grain,
                    Inc.

                
	 	
                  Real
                    property located at 350 State Street in Rocky Mount,
                    Virginia

                	
                  Leased

                	
                  L
                    & M Properties, LLC

                	
                  No

                	
                  Lease
                    dated May 15, 2003 and Addendum dated May 21, 2003 with L & M
                    Properties, LLC

                
	 	
                  Real
                    property located at 315 Pell Avenue in Rocky Mount,
                    Virginia

                	
                  Leased

                	
                  L
                    & M Properties, LLC

                	
                  No

                	
                  Lease
                    dated September 1, 2005 with L & M Properties, LLC

                
	 	
                  Real
                    property located at 129 Pell Avenue in Rocky Mount,
                    Virginia

                	
                  Leased

                	
                  L
                    & M Properties, LLC

                	
                  No

                	
                  Lease
                    dated July 19, 2006 with L & M Properties, LLC

                
	 	
                  999A
                    Grand Avenue, Hammonton, New Jersey. (Lease of the Patriot facility).
                    

                	
                  Leased

                	
                  1001
                    Grand Ave. Associates, L.P

                	
                  No

                	
                  Lease
                    dated November 1, 2000 between 1001 Grand Ave. Associates, L.P.
                    and MW
                    Manufacturers Inc.

                
	
                  Alenco
                    Extrusion GA, L.L.C.

                
	 	
                  407
                    Dividend Drive, Peachtree City, Georgia 30269

                	
                  Owned

                	 	
                  No

                	 
	
                  Alenco
                    Window GA, L.L.C.

                
	 	
                  319
                    Dividend Drive, Peachtree City, Georgia 30269

                	
                  Leased

                	
                  Pamela
                    Enterprises, Ltd.

                	
                  No

                	
                  Commercial
                    Improved Property Earnest Money Contract between Alenco Window
                    GA, LLC and
                    Pamela Enterprises, Ltd., dated October 10, 2002.

                  7.2.1.3:
                    Lease Agreement by and between Pamela Enterprises, Ltd. and Alenco
                    Window
                    GA, LLC, dated October 10, 2002; Amendment to Lease Agreement
                    by and
                    between Pamela Enterprises, Ltd. and Alenco Window GA, LLC, dated
                    June 25,
                    2004.

                
	
                  New
                    Alenco Window Ltd.

                
	 	
                  615
                    Carson Street, Bryan, Texas 77801

                	
                  Leased

                	
                  Pamela
                    Enterprises, Ltd.

                	
                  No

                	
                  Commercial
                    Improved Property Earnest Money Contract between New Alenco Window,
                    Ltd.
                    and Richard E. Wallrath or his assignee, dated August 20,
                    2002.

                  Lease
                    Agreement, by and between Pamela Enterprises, Ltd. and New Alenco
                    Window,
                    Ltd., dated August 20, 2002; Amendment to Lease Agreement by
                    and between
                    Pamela Enterprises, Ltd. and New Alenco Window, Ltd., dated June
                    __, 2004;
                    Addendum to Lease Agreement dated August 20, 2002, by and between
                    Pamela
                    Enterprises, Ltd. and New Alenco Window, Ltd., dated September
                    15,
                    2002.

                
	 	
                  1710
                    Fountain Avenue, Bryan, Texas 77801

                	
                  Leased

                	
                  Holland
                    Porter

                	
                  No

                	
                  Real
                    property lease between Holland Porter and Alenco Holding Corporation,
                    dated July 31, 2002.

                
	
                  New
                    Alenco Extrusion, Ltd.

                
	 	
                  Northpoint
                    Business Park, 2870 North Harvey Mitchell Parkway, Bryan,
                    Texas

                	
                  Leased

                	
                  Neatherlin
                    Commercial Group, Inc. d/b/a Northpoint Business Park

                	
                  No

                	
                  Industrial/Warehouse
                    Lease by and between Neatherlin Commercial Group, Inc. d/b/a
                    Northpoint
                    Business Park and Reliant Building Products, Inc., dated November
                    23,
                    1999

                
	
                  New
                    Glazing Industries, Ltd.

                
	 	
                  Inwood
                    Business Center at 1110 Inwood Road, Suite 101, Dallas, Texas
                    75247

                	
                  Leased

                	
                  Inwood
                    Investment Partners

                	
                  No

                	
                  Lease
                    by and between Inwood Investment Partners and New Glazing Industries,
                    Ltd., undated.

                
	 	
                  12901
                    Nicholson Road, Suite 330, Farmers Branch, Texas 75234

                	
                  Leased

                	
                  Sealy
                    TA Texas, L.P.

                	
                  No

                	
                  Standard
                    Industrial Lease Agreement between Rainier Texas Properties,
                    L.P. and PSD
                    Management Group, Inc., dated March 29, 2002; Lease Assignment
                    between PSD
                    Management Group, Inc. and New Glazing Industries, Ltd., dated
                    January 31,
                    2003; Letter Agreement relating to Standard Industrial Lease
                    Agreement
                    dated March 29, 2002, by and between Sealy TA Texas, L.P. and
                    New Glazing
                    Industries, Ltd., dated October 8, 2004; Amendment to Lease by
                    and between
                    Sealy TA Texas, L.P. and New Glazing Industries, Ltd.,
                    undated.

                
	
                  AWC
                    Arizona, Inc.

                
	 	
                  3830
                    E. Wier, Phoenix, Arizona

                	
                  Leased

                	
                  Phoenix
                    Van Buren Partners, LLC

                	
                  No

                	
                  Single
                    Tenant Industrial Gross Lease between Phoenix Van Buren Partners,
                    LLC and
                    AWC Arizona, Inc., dated August 10, 2005

                
	
                  Alcoa
                    Home Exteriors, Inc.

                
	 	
                   

                  1601
                    Commerce Blvd., Denison, Texas

                	
                   

                  Owned

                	 	
                  No

                	 
	 	
                   

                  185
                    Johnson Drive, Stuart Draft, Virginia

                	
                   

                  Owned

                	 	
                  No

                	 
	 	
                   

                  100
                    Cellwood Road, Gaffney, South Carolina

                	
                   

                  Owned

                	 	
                  No

                	 
	 	
                   

                  2405
                    Campbell Road, Sidney, Ohio

                	
                   

                  Owned

                	 	
                  No

                	 
	 	
                   

                  Property
                    located at South River District, Stuarts Draft, Virginia

                	
                   

                  Lease

                	
                   

                  Roller
                    Eavers Partnership, LC

                	
                   

                  No

                	
                  Agreement
                    to lease dated June 6, 2001 between Rollers Eavers Partnership,
                    LC and
                    Alcoa Building Products (“Lessee”) and Planters Bank and Trust Company of
                    Virginia (“Assignee”), as amended pursuant to First Amendment to Lease
                    dated August 1, 2003 between Roller Eavers Partnership, LC and
                    Alcoa
                    Building Products; Second Amendment dated September 29, 2006
                    between
                    Roller Eavers Partnership, LC and Alcoa Home Exteriors.

                
	 	
                   

                  2600
                    Campbell Road, Sidney, Ohio

                	
                   

                  Lease

                	
                   

                  Bensar
                    Development Corporation

                	
                   

                  No

                	
                   

                  Lease
                    dated March 8, 2000 between Bensar Development Corporation and
                    Alcoa
                    Building Products, Inc.; Lease Renewal and Amendment Agreement
                    dated
                    December 13, 2001 between Bensar Development Corporation and
                    Alcoa
                    Building Products, Inc.; Letter Agreement (2nd
                    Amendment-Renewal) dated October 30, 2002 to Bensar Development
                    corporation from Alcoa Building Products, Inc.; Lease Renewal
                    and
                    Amendment Agreement between Bensar Development Corporation and
                    Alcoa
                    Building Products, Inc. dated September 30, 2003; Fourth Amendment
                    to
                    Lease Agreement, dated June 7, 2004 between Bensar Development
                    Corporation
                    and Alcoa Home Exteriors, Inc; Fifth Amendment to Lease dated
                    January 1,
                    2005 between Bensar Development Corporation and Alcoa Home Exteriors,
                    Inc.; Sixth Amendment (for expansion of premises) to Lease Agreement
                    dated
                    July __, 2005 between Bensar Developments Co. and Alcoa Home
                    Exteriors,
                    Inc.; and Seventh Amendment to Lease Agreement dated December
                    __, 2005
                    between Bensar Developments Co. and Alcoa Home Exteriors, Inc.
                    

                
	 	
                   

                  2011
                    McGregor, Denison, Texas

                	
                   

                  Lease

                	
                   

                  Windsor
                    Investments, L.P.

                	
                   

                  No

                	
                   

                  Commercial
                    Sublease Agreement dated November 30, 1999 between Windsor Investments,
                    L.P., (“Sublessor”) and Alcoa Building Products, Inc.; Term extended by
                    parties, September 17, 2001; Extension and Amendment of Commercial
                    Sublease Agreement dated November 10, 2003. Lease Agreement with
                    Option to
                    Purchase dated about November 6, 1996 between Windsor Investments,
                    L.P.
                    and Kawneer Company, Inc. which is the underlying lease for the
                    Commercial
                    Sublease Agreement dated November 30, 1999 between Windsor Investments,
                    L.P. and Alcoa Building Products, Inc. cannot
                    be located.

                
	 	
                   

                  1590
                    Omega Drive, Pittsburgh, Pennsylvania

                	
                   

                  Lease

                	
                   

                  Omega
                    Corporate Center, L.P.

                	
                   

                  No

                	
                   

                  Lease
                    between Omega Corporate Center, L.P. and Alcoa Building Products,
                    Inc.
                    dated October 24, 2001. The
                    agreement or letter extending the term of this lease cannot be
                    located.

                
	 	
                   

                  217
                    Lofton Road, Raphine, Virginia

                	
                   

                  Lease

                	
                   

                  Lofton
                    Corporation

                	
                   

                  No

                	
                   

                  Lease
                    Agreement dated April 15, 2002 between Lofton Corporation and
                    Alcoa
                    Building Products, Inc., as amended by Amendment No. 1 dated
                    July 12,
                    2002. Letter dated July 1, 2004 gives notice that the property
                    had been
                    sold and the lease assigned to Bill V. Neff.

                
	 	
                   

                  443
                    South Oak Lane, Waynesboro, Virginia

                	
                   

                  Leased

                	
                   

                  Kenco
                    Group, Inc.

                	
                   

                  No

                	
                   

                  Sub-Sublease
                    dated June 30, 2006 between Kenco Group, Inc. and Alcoa Home
                    Exteriors,
                    Inc. 

                
	 	
                   

                  5625
                    Fulton Industrial Blvd., Atlanta, Georgia

                	
                   

                  Leased

                	
                   

                  M.D.
                    Hodges Enterprises, Inc.

                	
                   

                  No

                	
                   

                  Commercial
                    Lease Contract between M.D. Hodges Enterprises, Inc. and Fabwel,
                    Inc.
                    dated August 8, 1994, as extended pursuant to letter agreement
                    dated
                    February 28, 2000 between Landlord and Exterior Systems, Inc.;
                    Memorandum
                    of Lease dated August 8, 1994 grants Tenant the option of extending
                    the
                    Lease for two (2) additional terms of seven (7) years each, possibly
                    extending the Lease to August 31, 2015

                
	 	
                   

                  5655
                    & 5675 Fulton Industrial Blvd., Atlanta, Georgia

                	
                  Leased

                	
                   

                  M.D.
                    Hodges Enterprises, Inc.

                	
                   

                  No

                	
                   

                  Commercial
                    Lease Contract dated January 5, 2000 between M.D. Hodges Enterprises,
                    Inc.
                    and Exterior Systems, Inc.

                
	 	
                   

                  805
                    Victory Trail Road, Gaffney, South Carolina

                	
                  Leased

                	
                   

                  Service
                    First Logistics Corporation

                	
                   

                  No

                	
                   

                  Lease
                    Agreement dated August 26, 2003 between Service First Logistics
                    Corporation and Alcoa Home Exteriors, Inc., as amended pursuant
                    to the
                    Lease Addendum dated October 10, 2003 between the parties; Fourth
                    Amendment dated February 26, 2004 between the parties; Fifth
                    Amendment
                    dated March 29, 2004 between the parties; Sixth Amendment To
                    Lease
                    Agreement dated April 20,2004; Seventh Amendment To Lease Agreement
                    dated
                    September 2, 2004; and The Eight Amendment To Lease Agreement
                    dated
                    November 28, 2005. Lease Addendum dated November 21, 2003 cannot
                    be located.

                
	 	
                   

                  2605
                    S.H. 91 North, Denison, Texas

                	
                  Leased

                	
                   

                  American
                    Accessories Inc.

                	
                   

                  No

                	
                   

                  Commercial
                    Lease dated February 12, 2004 between Alcoa Home Exteriors and
                    American
                    Accessories Inc.

                
	 	
                   

                  3345
                    and 3365 Juanita Dr., Denison, Texas

                	
                  Leased

                	
                   

                  J.C.
                    Ray Incorporated

                	
                   

                  No

                	
                   

                  Lease
                    Agreement dated October 3, 2006 between J.C. Ray Incorporated
                    and Alcoa
                    Home Exteriors, Inc.

                
	 	
                   

                  For
                    certain premises commonly known as 1132-1134 Stinson Blvd., Minnesota.
                    

                	
                  Leased

                	
                   

                  Capp
                    Industries, Inc.

                	
                   

                  No

                	
                   

                  Assignment
                    and Assumption of Lease and Consent dated May 31, 2002 pursuant
                    to which
                    Alcoa Home Exteriors, Inc. (f/k/a Alcoa Building Products, Inc.)
                    assigned
                    to Ted Lansing Corporation a lease dated September 30, 1993,
                    between Alcoa
                    Home Exteriors, Inc. and Capp Industries, Inc., as amended. Pursuant
                    to
                    the terms of the Assignment and Assumption of Lease and Consent,
                    Alcoa
                    Home Exteriors, Inc. agreed that such assignment would not release
                    or
                    discharge Alcoa Home Exteriors, Inc. from any liability or obligation
                    of
                    the tenant under the Lease, upon receipt of notice and demand
                    from the
                    landlord on account of the default of Ted Lansing Corp. This
                    lease expires
                    9/30/2006

                
	 	
                   

                  1864
                    Old Georgia Highway, Gaffney, South Carolina

                	
                  Leased

                	
                   

                  Sunny
                    Slope Farms, Inc.

                	
                   

                  No

                	
                   

                  Lease
                    Agreement, dated March 13, 2003 between Sunny Slope Farms, Inc.
                    and Alcoa
                    Home Exteriors, Inc.

                
	 	
                   

                  2493
                    Morris Mill Road

                	
                  Leased

                	
                   

                  Morris
                    Mill Road Plant, LLC

                	
                   

                  No

                	
                   

                  Lease
                    Agreement dated October 18, 2006 between Morris Mill Road Plant,
                    LLC and
                    Alcoa Home Exteriors, Inc.

                


        

        


        


        


         

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        
 

         

        


         

        Schedule
          3.07(a) -Subsidiaries

        


         

        
          	
                   

                  Name
                    of Entity

                   

                	
                   

                  Jurisdiction
                    of Organization

                   

                	
                   

                  Number
                    of Shares Authorized

                   

                	
                   

                  Number
                    of Shares Outstanding

                   

                	
                   

                  Number
                    of Shares Covered by Options

                   

                
	
                  Ply
                    Gem Industries, Inc.

                	
                  Delaware

                	
                  3,000
                    shares of common stock

                	
                  100
                    shares of common stock

                	
                  None

                
	
                  Great
                    Lakes Window, Inc.

                	
                  Ohio

                	
                  750

                	
                  100

                	
                  None

                
	
                  Kroy
                    Building Products, Inc.

                	
                  Delaware

                	
                  3,000

                	
                  100

                	
                  None

                
	
                  Napco,
                    Inc.

                	
                  Delaware

                	
                  2,000

                	
                  20

                	
                  None

                
	
                  Napco
                    Window Systems, Inc

                	
                  Delaware

                	
                  3,000
                    shares of common stock

                	
                  100
                    shares of common stock

                	
                  None

                
	
                  Thermal-Gard,
                    Inc.

                	
                  Pennsylvania

                	
                  10,000

                	
                  1,000

                	
                  None

                
	
                  Variform,
                    Inc.

                	
                  Missouri

                	
                  67,000
                    - 3,000 common stock; 64,000 preferred stock

                	
                  2,732
                    common stock

                	
                  None

                
	
                  MWM
                    Holding, Inc.

                	
                  Delaware

                	
                  10,000
                    shares of common stock

                	
                  10,000
                    shares of common stock

                	
                  None

                
	
                  MW
                    Manufacturers Inc.

                	
                  Delaware

                	
                  3,000
                    shares of common stock

                	
                  1,000
                    shares of common stock

                	
                  None

                
	
                  Patriot
                    Manufacturing, Inc.

                	
                  Delaware

                	
                  3,000
                    shares of common stock

                	
                  1,000
                    shares of common stock

                	
                  None

                
	
                  AWC
                    Holding Company

                	
                  Delaware

                	
                  80,000
                    shares of Class A common stock; 20,000 shares of Class B common
                    stock

                	
                  16,286.81
                    shares of Class A common stock

                  100%
                    owned by Ply Gem Industries, Inc.

                	
                  None

                
	
                  Alenco
                    Holding Corporation

                	
                  Delaware

                	
                  1,000,000
                    shares of common stock; 10,000 shares of preferred stock

                	
                  100%
                    owned by AWC Holding Company

                	
                  None

                
	
                  Alenco
                    Extrusion Management, L.L.C.

                	
                  Delaware

                	
                  N/A

                	
                  100%
                    owned by Alenco Holding Corporation

                	
                  N/A

                
	
                  New
                    Alenco Extrusion, Ltd.

                	
                  Texas

                	
                  N/A

                	
                  5%
                    General Partner - Alenco Extrusion Management, LLC

                  95%
                    Limited Partner - Alenco Interests, LLC

                	
                  N/A

                
	
                  Alenco
                    Extrusion GA, L.L.C.

                	
                  Delaware

                	
                  N/A

                	
                  100%
                    owned by New Alenco Extrusion, Ltd.

                	
                  N/A

                
	
                  Aluminum
                    Scrap Recycle, L.L.C.

                	
                  Delaware

                	
                  N/A

                	
                  100%
                    owned by New Alenco Extrusion, Ltd.

                	
                  N/A

                
	
                  Alenco
                    Building Products Management, L.L.C.

                	
                  Delaware

                	
                  N/A

                	
                  100%
                    owned by Alenco Holding Corporation

                	
                  N/A

                
	
                  New
                    Alenco Window, Ltd.

                	
                  Texas

                	
                  N/A

                	
                  5%
                    General Partner - Alenco Building Products Management, L.L.C.

                  95%
                    Limited Partner - Alenco Interests, L.L.C.

                	
                  N/A

                
	
                  Alenco
                    Window GA, L.L.C.

                	
                  Delaware

                	
                  N/A

                	
                  100%
                    owned by New Alenco Window, Ltd.

                	
                  N/A

                
	
                  Alenco
                    Trans, Inc.

                	
                  Delaware

                	
                  1,000
                    shares of common stock

                	
                  100%
                    owned by Alenco Holding Corporation

                	
                  None

                
	
                  Glazing
                    Industries Management, L.L.C.

                	
                  Delaware

                	
                  N/A

                	
                  100%
                    owned by Alenco Holding Corporation

                	
                  N/A

                
	
                  New
                    Glazing Industries, Ltd.

                	
                  Texas

                	
                  N/A

                	
                  5%
                    General Partner - Glazing Industries Management, L.L.C.

                  95%
                    Limited Partner - Alenco Interests, L.L.C.

                	
                  N/A

                
	
                  Alenco
                    Interests, L.L.C.

                	
                  Delaware

                	
                  N/A

                	
                  100%
                    owned by Alenco Holding Corporation

                	
                  N/A

                
	
                  AWC
                    Arizona, Inc.

                	
                  Delaware

                	
                  1,500
                    shares of common stock

                	
                  100%
                    owned by Alenco Holding Corporation

                	
                  None

                
	
                  Alcoa
                    Home Exteriors, Inc.

                	
                  Ohio

                	
                  500
                    shares of common stock; 

                  250
                    shares of preferred stock

                	
                  100%
                    owned by Ply Gem Industries, Inc.

                	
                  None

                


        

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

         

        Schedule
          3.07(c) - Corporate Organizational
          Chart

         

         

        

         

         

        
           

          
            
            

            
              

            

          

           

        

        
          
            
              
                Schedule
                  3.09(c) - Material Agreements

                 

                	1.  	
                        Asset
                          Purchase Agreement, dated as of April 8, 2004, by and among
                          Thermal-Gard,
                          Inc. and Michael Defelice and all attachments
                          thereto.

                      


                 

                	2.  	
                        Private
                          Label Trademark License Agreement, dated as of May 2004,
                          between
                          Georgia-Pacific Corporation and Variform, Inc.


                      


                 

                	3.  	
                        Stock
                          Purchase Agreement (Richwood) by and among Alcoa Building
                          Products, Inc.,
                          Ply Gem Industries, Inc. and Nortek, Inc. dated November
                          22, 2002
                          (including
                          Disclosure Schedules).

                      


                 

                	4.  	
                        Stock
                          Purchase Agreement (Hoover) dated April 2, 2002 between
                          Hoover FRT
                          Acquisition Co. and Ply Gem Industries, Inc. (including
                          Disclosure
                          Schedules) which includes certain liabilities of Hoover
                          for which Ply Gem
                          Industries, Inc. could be liable under the Stock Purchase
                          Agreement or
                          applicable law.

                      


                 

                	5.  	
                        Stock
                          Purchase Agreement (SNE & Peachtree) (including disclosure schedules
                          and exhibits) by and among TPC Acquisition, Inc. and Ply
                          Gem Industries,
                          Inc. for Peachtree Doors and Windows, Inc. and SNE Enterprises,
                          Inc.
                          (“SNE”)
                          dated September 21, 2001 as amended by the General Release
                          of all Claims
                          dated September 25, 2003.

                      


                 

                	6.  	
                        Stock
                          Purchase Agreement (Allied) by and among US Wood Products,
                          Inc., Genese
                          Group Companies and Ply Gem Industries, Inc. dated December
                          10, 1998
                          (including Disclosure Schedules).

                      


                 

                	7.  	
                        Asset
                          Purchase Agreement (Ply Gem Manufacturing) by and between
                          PGM Products,
                          LLC and Ply Gem Industries, Inc. dated July 31, 1998 (including
                          Disclosure
                          Schedules).

                      


                 

                	8.  	
                        Stock
                          Purchase Agreement (Goldenberg) by and among Goldenberg
                          Holdings, Inc.,
                          Genese Group Companies and Ply Gem Industries, Inc. dated
                          June 30, 1998
                          (including Disclosure Schedules).

                      


                 

                	9.  	
                        Asset
                          Purchase Agreement (Sagebrush) by and between Idaho Timber
                          Corporation of
                          Albuquerque, Inc. and Sagebrush Sales, inc. dated May 22, 1998
                          (including Disclosure Schedules).

                      


                 

                	10.  	
                        Asset
                          Purchase Agreement (Studley) by and between Studley Products,
                          Inc.,
                          Studley Canada Limited and Wildwood Industries, Inc. dated
                          as of February
                          17, 1998.

                      


                 

                	11.  	
                        SNE
                          Mosinee facility lease.
                          Ply Gem Industries, Inc. disposed of the stock of its window
                          and door
                          subsidiary, SNE Enterprises, Inc., in September 2001 to
                          a newly-formed
                          affiliate of Weathershield, Inc. Ply Gem Industries, Inc.
                          guarantees the
                          lease of SNE’s Mosinee, Wisconsin, facility. Rental payments through
                          the
                          end of the term, June 30, 2016, were approximately $29,700,000,
                          as of
                          December 31, 2002. The buyer has indemnified Ply Gem Industries,
                          Inc.
                          against any payments on the guaranty. In addition, for
                          so long as Ply Gem
                          Industries, Inc. has any liability for the Mosinee lease,
                          the buyer has
                          agreed not to pay any dividends or management fees to its
                          shareholders or
                          affiliates if doing so would reduce the buyer’s net worth to less than $15
                          million.

                      


                 

                	12.  	
                        Inip
                          leases (former Studley facility).
                          Ply Gem Industries, Inc. co-signed with its subsidiary,
                          Studley Products,
                          Inc., leases for two properties at 90 and 95 Inip Drive
                          in Inwood, Long
                          Island, New York for a term expiring in August 2007. In
                          May 1998, the
                          assets of Studley were sold and the buyer did not assume
                          the leases. Ply
                          Gem Industries, Inc. remains contractually liable for both
                          leases.

                      


                 

                90
                  Inip
                  Drive, Inwood, New York is currently subleased. The tenant has
                  an option to
                  renew the sublease annually through the expiration of the lease,
                  August 2007.
                  The tenant has notified Ply Gem of its intention to continue to
                  sublease the
                  property through November 2004. Ply Gem has recorded a liability
                  of
                  approximately $1.15 million for this facility, representing the
                  undiscounted
                  amount of future base rent under the lease through the end of the
                  term, less
                  base rent under the sublease through August 2007. All other obligations
                  under
                  the lease (including insurance and property taxes) are passed through
                  to the
                  subtenant.

                 

                95
                  Inip
                  Drive, also leased through August 2007, is vacant. Ply Gem is currently
                  involved
                  in litigation with the landlord over Ply Gem’s attempt to sublease the property
                  over the landlord’s objections. Landlord seeks to terminate Ply Gems ability to
                  sublease the property but hold Ply Gem to all future lease payments
                  and
                  obligations as they become due. The trial judge recently ruled
                  against Ply Gem
                  on a significant summary judgment motion. Trial is scheduled for
                  March 2004. Ply
                  Gem has recorded a liability of approximately $4.7 million (as
                  of December 31,
                  2002) for this matter, representing the undiscounted value of full
                  payment of
                  all amounts through the end of the lease. Ply Gem continues to
                  make basic rental
                  payments as they become due.

                 

                	13.  	
                        SNE
                          GE Capital truck leases.
                          Ply Gem guarantees certain truck and equipment leases of
                          SNE. The last of
                          these leases expires on March 18, 2008. Aggregate rental
                          payments through
                          the end of term were approximately $3,500,000 as of December
                          31, 2002. The
                          buyer of SNE has indemnified Ply Gem against any payments
                          on the
                          guaranty.

                      


                 

                	14.  	
                        Overview
                          of Variform Vinyl Siding and Accessories Program for Georgia
                          Pacific.

                      


                 

                	15.  	
                        Lowe’s
                          Master Standard Buying Agreement between Lowes Companies
                          Inc. and Napco,
                          Inc. dated January 1, 2002.

                      


                 

                	16.  	
                        Letter
                          agreement between Allied Building Products and Great Lakes
                          Window, Inc.
                          dated March 24, 2003.

                      


                 

                	17.  	
                        Letter
                          agreement between Erie Materials and Great Lakes Window,
                          Inc. dated
                          February 21, 2003.

                      


                 

                	18.  	
                        Letter
                          agreement between Statewide Energy Systems and Great Lakes
                          Window, Inc.
                          dated March 28, 2003.

                      


                 

                	19.  	
                        Letter
                          agreement between Statewide Home Improvements, Inc. and
                          Great Lakes
                          Window, Inc. dated January 14, 2002.

                      


                 

                	20.  	
                        Sales
                          Representative Agreement between Great Lakes Window, Inc
                          and Nick Vella,
                          Nick Vella Consulting, LLC dated October 22,
                          2004.

                      


                 

                	21.  	
                        “Stay
                          Bonus” Agreement between Great Lakes Window, Inc. and Ralph Pfeiffer
                          dated
                          August 24, 2005.

                      


                 

                	22.  	
                        “Stay
                          Bonus” Agreement between Great Lakes Window, Inc. and Pam Rosterman
                          dated
                          August 24, 2005.

                      


                 

                	23.  	
                        “Stay
                          Bonus” Agreement between Great Lakes Window, Inc. and Kevin Wray
                          dated
                          August 24, 2005.

                      


                 

                	24.  	
                        “Stay
                          Bonus” Agreement between Great Lakes Window, Inc. and Dave Klotzbuecher
                          dated August 24, 2005.

                      


                 

                	25.  	
                        Employment
                          Agreement between Great Lakes Window, Inc. and Greg Irving
                          dated June 29,
                          2006.

                      


                 

                	26.  	
                        Separation
                          Agreement and General Release of all Claims between Great
                          Lakes Windows,
                          Mark Watson and, with respect to Section 2C only, Ply Gem
                          Investments
                          Holdings, Inc. dated November 28, 2005.

                      


                 

                	27.  	
                        Vendor
                          License Letter Agreement between PPG Industries, Inc. and
                          Great Lakes
                          Window, Inc. dated January 17, 2005.

                      


                 

                	28.  	
                        Freight
                          Carrier Agreement between Liberty Transportation, Inc.
                          and Great Lakes
                          Window, Inc. dated April 7, 2006.

                      


                 

                	29.  	
                        Distributor
                          Agreement between L&M Siding & Windows and Thermal-Gard, Inc.
                          dated January 2, 2003.

                      


                 

                	30.  	
                        Buy
                          - Sell Agreement between Fairway Building Products, Inc.
                          and Kroy Building
                          Products, Inc. dated June 24, 2003.

                      


                 

                	31.  	
                        Great
                          Lakes Windows, Inc. offers rebates to many of its customers.
                          Although
                          there may not be agreements for Great lakes Window to sell,
                          or for the
                          customers to buy from Great Lakes Windows, Great Lakes
                          may award rebates.
                          Great Lakes Windows consider the rebates to be a normal
                          and acceptable
                          business practice for the window industry and are paid
                          monthly, quarterly
                          or annually. Rebates are accrued under required accounting
                          principles.

                      


                 

                	32.  	
                        Supply
                          Contract among Variform, Inc., Kroy Building Products,
                          Inc. and Georgia
                          Gulf
                          Corporation dated November 30, 2001 as amended by the Supply
                          Contract
                          Amendments dated June 18, 2003, March 13, 2003 and October
                          29,
                          2002.

                      


                 

                	33.  	
                        Sales
                          Contract among Variform, Inc., Kroy Building Products,
                          Inc. and Formosa
                          Plastics Corporation, USA dated December 14, 2001 as amended
                          by the Supply
                          Contract Amendments dated June 18, 2003 and October 28,
                          2002.
                          

                      


                 

                	34.  	
                        Primary
                          Manufacturing and Fulfillment Agreement dated August 1,
                          2006 between
                          Kroy Building Products, Inc. and LMT-Mercer Group,
                          Inc.

                      


                 

                	35.  	
                        Logistics
                          Services Agreement and Amendment dated as of February 27,
                          2003 and March
                          1, 2005, respectively between Kroy Building Products, Inc.
                          and
                          Werner
                          Enterprises Inc.

                      


                 

                	36.  	
                        Office
                          Lease between Duke Realty Limited Partnership and Kroy
                          Building Products
                          dated September 29, 2006.

                      


                 

                	37.  	
                        2003
                          Supply Agreement among Napco, Inc., Variform, Inc. and
                          Commonwealth
                          Aluminum dated October 11, 2002.

                      


                 

                	38.  	
                        Industrial
                          Finishes Sales Agreement among Variform, Inc., Napco, Inc.
                          and PPG
                          Industries, Inc. dated January 1, 2003.

                      


                 

                	39.  	
                        Award
                          Letter agreement among Variform, Inc., Napco, Inc. and
                          Nichols Aluminum
                          dated November 11, 2002.

                      


                 

                	40.  	
                        Award
                          Letter agreement among Variform, Inc., Napco, Inc. and
                          J. W. Aluminum
                          dated November 5, 2002 as amended by the letter dated October
                          31,
                          2003.

                      


                 

                	41.  	
                        License
                          Agreement between Strandex Corporation and Ply Gem Industries,
                          Inc. dated
                          July 2, 2002 as amended by the First Amendment to License
                          Agreement dated
                          August 22, 2003.

                      


                 

                	42.  	
                        Product
                          Supply Agreement between AGA Gas, Inc. and Great Lakes
                          Windows, Inc. dated
                          January 1, 2003.

                      


                 

                	43.  	
                        Letter
                          Agreement between Truth Hardware and Great Lakes Window,
                          Inc. dated July
                          30, 2003.

                      


                 

                	44.  	
                        Supply
                          Contract and Amendment dated January 2, 2002 and January
                          9, 2003,
                          respectively between Crompton Corporation and Variform,
                          Inc.

                      


                 

                	45.  	
                        Letter
                          Agreement dated September 4, 2003 between Kroy Building
                          Products, Inc. and
                          Hawk Fastener Corporation.

                      


                 

                	46.  	
                        Volume
                          Incentive Agreement dated as of January 1, 2002 between
                          BASF Corporation
                          and Napco, Inc.

                      


                 

                	47.  	
                        Supply
                          Agreement between Kings Company and Variform, Inc. dated
                          June 19,
                          2002.

                      


                 

                	48.  	
                        License
                          Agreement between JD Edwards and Variform, Inc. dated January
                          31,
                          1995.

                      


                 

                	49.  	
                        Motor
                          Contract Carrier Transportation Agreement dated as of November 19,
                          2002 between Variform, Inc. and Annett Holdings,
                          Inc.

                      


                 

                	50.  	
                        Contract
                          Carrier Agreement between Crete Carrier Corporation and
                          Variform, Inc.
                          dated February 1, 1998, letter agreement dated August 10, 2000
                          together with the Local Rules Tariff issued August 15,
                          2000.

                      


                 

                	51.  	
                        Letter
                          agreement dated October 14, 2002 between DuPont Dow Elastomers
                          L.L.C. and
                          Variform, Inc.

                      


                 

                	52.  	
                        Letter
                          agreement dated February 13, 2002 between Indiana Dimension
                          Products, LLC
                          and Variform, Inc. together with purchase order and
                          attachments.

                      


                 

                	53.  	
                        Award
                          letter/supply contract dated November 6, 2002 between Variform,
                          Inc. (and
                          Napco, Inc.) and Jupiter Aluminum.

                      


                 

                	54.  	
                        Transportation
                          Agreement between Variform, Inc. and Landstar, Inc. dated
                          August 7,
                          2000.

                      


                 

                	55.  	
                        Supply
                          Agreement between OMYA, Inc. and Variform, Inc. dated October
                          9,
                          2002.

                      


                 

                	56.  	
                        Container
                          Sales Agreement between Packaging Corporation of America
                          and Variform,
                          Inc. dated January 1, 2002.

                      


                 

                	57.  	
                        Supply
                          Agreement between Kerr-McGee Chemical LLC, Variform, Inc.
                          and Kroy
                          Building Products, Inc. dated January 18, 2002, and the
                          Supply Contract
                          Amendment dated December 10, 2002, and Supply Contract
                          dated September 10,
                          2003.

                      


                 

                	58.  	
                        Three
                          (3) Supply Agreements between Rohm & Haas Company, Variform, Inc. and
                          Kroy Building Products, Inc. dated March 12, 2002 for multiple
                          products.
                          

                      


                 

                	59.  	
                        Purchase
                          and Supply Agreement dated January 15, 1999 between Variform,
                          Inc. and
                          Nailite International, Inc. and letter agreement dated
                          July 26,
                          1999.

                      


                 

                	60.  	
                        Variform,
                          Inc. and Napco, Inc. have agreed not to compete in the
                          certain product
                          markets pursuant to the terms of the Purchase and Supply
                          Agreement dated
                          January 15, 1999 between Variform, Inc. and Nailite International,
                          Inc.
                          and letter agreement dated July 26, 1999.


                      


                 

                	61.  	
                        Variform,
                          Inc. leases autos under a contract between Nortek, Inc./Ply
                          Gem
                          Industries, Inc. and LeasePlan USA. Great Lakes Windows,
                          Inc. leases autos
                          under a Nortek, Inc. agreement with Emkay. Borrower will
                          need to enter
                          into new contracts with both Emkay and LeasePlan or have
                          another leasing
                          company buy-out these vehicles form the current leasing
                          company.

                      


                 

                	62.  	
                        Ply
                          Gem Industries, Inc. entered into various premium payment
                          and deductible
                          loss reimbursement agreements with Wausau Insurance Company.
                          These
                          agreements covered policy years 1989-1997. These agreements
                          are subject to
                          ongoing premium adjustments and loss payment reimbursements
                          related to
                          various workers’ compensation, and general liability claims, none of which
                          currently involve any of the Transferred Companies. The
                          bulk of the
                          adjustments relate to claims involving Studley and SNE
                          Enterprises, Inc..
                          Ply Gem Industries, Inc. is billing SNE and SNE has to
                          date paid for its
                          share of the premium payments made by Ply Gem Industries,
                          Inc. Ply Gem is
                          a party to a collateral Agreement Bond as Principal with
                          Amwest Insurance
                          Company and St. Paul Insurance Company as co-sureties and
                          Wausau Insurance
                          Company as Obilgee. The amount of the bond is $5,452,141.
                          The purpose of
                          the bond is to provide security to Wausau for payment of
                          premiums due to
                          Wausau from Ply Gem under various retrospectively rated
                          and high
                          deductible insurance policies issued from 1989 - 1997.
                          The obligations of
                          Ply Gem to pay premium is governed by premium payment and
                          deductible
                          reimbursement agreements between Ply Gem and
                          Wausau.

                      


                 

                	63.  	
                        Agreement
                          by and between Napco, Inc. and United Steelworkers of America
                          AFL-CIO-CLC
                          2001- 2006 (Valencia, PA).

                      


                 

                	64.  	
                        Employment
                          Agreement dated as of January 17, 2003 between MW Manufacturers
                          Inc. and
                          Michael P. Haley.

                      


                 

                	65.  	
                        Employment
                          Agreement dated as of January 17, 2003 between MW Manufacturers
                          Inc. and
                          Lynn A. Morstad.

                      


                 

                	66.  	
                        Employment
                          Agreement dated as of June 16, 2003 between MW Manufacturers
                          Inc. and Mark
                          Montgomery.

                      


                 

                	67.  	
                        Truck
                          Lease and Service Agreement dated December 31, 2001 between
                          Old Dominion
                          Truck Leasing, Inc. and MW Manufacturers Inc.


                      


                 

                	68.  	
                        Contract
                          Carrier Agreement dated October 30, 2001 between J.B. Hunt
                          Transport, Inc.
                          and Patriot Manufacturing, Inc.

                      


                 

                	69.  	
                        Vehicle
                          Lease Service Agreement dated April 24, 2000 between Penske
                          Truck Leasing
                          and MW Manufacturers Inc.

                      


                 

                	70.  	
                        Equipment
                          Lease dated August 13, 1999 between MW Manufacturers Inc.
                          and CCA
                          Financial, Inc.

                      


                 

                	71.  	
                        Authorization
                          for Expenditure ("AFE")
                          Form dated May 11, 2004, proposing the purchase of $1,000,000
                          of extrusion
                          line equipment for Lineal Technologies, Inc. ($259,000
                          has been paid to
                          date).

                      


                 

                	72.  	
                        Purchase
                          Agreement effective December 17, 2003 between Lineal Technologies,
                          Inc.
                          and PolyOne Corporation.

                      


                 

                	73.  	
                        Memorandum
                          of Understanding dated November 1, 2001 between MW Manufacturers
                          Inc. and
                          Veka, Inc. as amended, and Agreement dated April 26, 2002
                          by and among MW
                          Manufacturers Inc., Patriot Manufacturing, Inc., Lineal
                          Technologies, Inc.
                          and Veka, Inc.

                      


                 

                	74.  	
                        Purchase
                          Agreement effective January 1, 2003 between MW Manufacturers
                          Inc. and
                          Pinelli Universal.

                      


                 

                	75.  	
                        Agreement
                          dated as of April 30, 1999 by and among MW Manufacturers
                          Holding, Inc., MW
                          Manufacturers, Inc., Patriot Manufacturing, Inc. and The
                          GeMROI
                          Company.

                      


                 

                	76.  	
                        Purchase
                          Agreement effective February 16, 2004 between MW Manufacturers
                          Inc. and
                          H.B. Fuller Co. 

                      


                 

                	77.  	
                        Purchase
                          Agreement effective January 9, 2004 between MW Manufacturers
                          Inc.
                          and
                          Hygrade Metal Moulding Manufacturing Corp.


                      


                 

                	78.  	
                        License
                          Agreement dated November 8, 1994 between Patriot Manufacturing,
                          Inc.
                          and
                          PPG Industries, Inc. 

                      


                 

                	79.  	
                        License
                          Agreement dated September 15, 1993 between MW Manufacturers
                          Inc. and PPG
                          Industries, Inc. with respect to Intercept technology.
                          

                      


                 

                	80.  	
                        Purchase
                          Agreement effective March 1, 2004 between MW Manufacturers
                          Inc. and Phifer
                          Wire Products.

                      


                 

                	81.  	
                        Purchase
                          Agreement effective December 1, 2003 between MW Manufacturers
                          Inc. and
                          Southeastern Aluminum Sourcing, Inc. 

                      


                 

                	82.  	
                        Purchase
                          Agreement effective January 1, 2004 between MW Manufacturers
                          Inc. and
                          Ultra Hardware Products LLC .

                      


                 

                	83.  	
                        Purchase
                          Agreement effective March 1, 2004 between MW Manufacturers
                          Inc. and
                          TruSeal Technologies, Inc.

                      


                 

                	84.  	
                        Purchase
                          Agreement effective June 12, 2003 between MW Manufacturers
                          Inc. and TG
                          Manufacturing.

                      


                 

                	85.  	
                        Purchase
                          Agreement effective through December 31, 2004 between MW
                          Manufacturers
                          Inc. and Packaging Corporation of
                          America.

                      


                 

                	86.  	
                        Purchase
                          Agreement effective July 1, 2003 between MW Manufacturers
                          Inc. and Astro
                          Shapes.

                      


                 

                	87.  	
                        Purchase
                          Agreement effective March 1, 2004 between MW Manufacturers
                          Inc. and
                          Builders Hardware. 

                      


                 

                	88.  	
                        Purchase
                          Agreement effective February 16, 2004 between MW Manufacturers
                          Inc. and
                          H.B. Fuller Co.

                      


                 

                	89.  	
                        Purchase
                          Agreement effective October 14, 2003 between Lineal Technologies,
                          Inc. and
                          Aurora Plastics, Inc.

                      


                 

                	90.  	
                        Purchase
                          Agreement effective January 1, 2004 between MW Manufacturers
                          Inc. and AFG
                          Industries, Inc.

                      


                 

                	91.  	
                        Letter
                          of Acceptance dated March 8, 2004 by MW Manufacturers Inc.
                          of proposal by
                          Unique Balance to provide balances and shoes, pending testing
                          of the
                          products by MW Manufacturers Inc.

                      


                 

                	92.  	
                        Trademark
                          License Agreement effective June 12, 2006 between MW Manufacturers
                          Inc. and Patriot Manufacturing, Inc.

                      


                 

                	93.  	
                        Equipment
                          Lease dated October 2, 2003 between Patriot Manufacturing,
                          Inc. and IBM Credit LCC.

                      


                 

                	94.  	
                        Equipment
                          Lease dated September 25, 2003 between MW Manufacturers,Inc.
                          and CIT
                          Communications Finance Corporation.

                      


                 

                	95.  	
                        Services
                          Agreement dated September 14, 2006 between MW Manufacturers,
                          Inc and IBM Global Services.

                      


                 

                	96.  	
                        Service
                          Agreement effective May 17, 2004 between MW Manufacturers,Inc.
                          and Integrated Logistics 2000, LLC.

                      


                 

                	97.  	
                        Carrier
                          Agreement effective April 17, 2006 between Ply Gem Industries,
                          Inc. and United Parcel Service Inc.

                      


                 

                	98.  	
                        Security
                          Services Agreement effective January 1, 2006 between MW
Manufacturers
                          Inc. and Fender Guard Service.

                      


                 

                	99.  	
                        Securities
                          Purchase Agreement dated February 6, 2006 among Ply Gem
                          Industries, Inc.,
                          FNL Management Corp. and the Stockholders, Warrant Holders,
                          Option Holders
                          and Beneficial Sellers of AWC Holding
                          Company.

                      


                 

                	100.  	
                        Standard
                          Forward Contract Terms and Conditions for the Supply of
                          Electricity
                          between BP Energy Company and the Alcoa Participants identified
                          as Howmet
                          Corporation, Huck International Inc., Howmet Aluminum Casting
                          Inc., Alcoa
                          Home Exteriors Inc. and Reynolds Consumer Products, Inc.
                          dated June 30,
                          2003.

                      


                 

                	101.  	
                        Sales
                          Representative Agreement dated May 27, 2003 between Alcoa
                          Home Exteriors,
                          Inc. and Quigley Reps.

                      


                 

                	102.  	
                        Sales
                          Representative Agreement dated October 30, 2003 between
                          Alcoa Home
                          Exteriors, Inc. and Peak Sales and
                          Marketing.

                      


                 

                	103.  	
                        Sales
                          Representative Agreement dated July 19, 2006 between Alcoa
                          Home Exteriors,
                          Inc. and The Begley Group.

                      


                 

                	104.  	
                        Sales
                          & Distribution Agreement dated September 22, 2003 between
                          Alcoa Home
                          Exteriors, Inc. and Dayton Technologies,
                          L.L.C.

                      


                 

                	105.  	
                        Progressive
                          Lamination Services Agreement dated April 2, 2004 between
                          Progressive Foam
                          Technologies, Inc. and Alcoa Home Exteriors,
                          Inc.

                      


                 

                	106.  	
                        Sales
                          Representative Agreement; July 2006; Alcoa Home Exteriors,
                          Inc.
                          (“Company”); C&D Sales
                          (“Representative”).

                      


                 

                	107.  	
                        Sales
                          Representative Agreement dated March 10, 1997 between Richwood
                          Building
                          Products, Inc. and R.L. Gildner & Co.,
                          Inc.

                      


                 

                	108.  	
                        Sales
                          Representative Agreement dated January 1, 2002 between
                          Richwood Building
                          Products, Inc. and Midlantic Group LLC.

                      


                 

                	109.  	
                        Sales
                          Representative Agreement dated May 1, 1996 between Richwood
                          Building
                          Products, Inc. and Dave Jones &
Associates.

                      


                 

                	110.  	
                        Sales
                          Representative Agreement dated April 18, 2006 between Alcoa
                          Home
                          Exteriors, Inc. and Growth Marketing Inc.

                      


                 

                	111.  	
                        Sales
                          Representative Agreement dated May 1, 1996 between Alcoa
                          Home Exteriors,
                          Inc. and Cox, Hall & Boguskie.

                      


                 

                	112.  	
                        Sales
                          Representative Agreement dated May 1, 1996 between Alcoa
                          Home Exteriors,
                          Inc. and Terry Wolverton.

                      


                 

                	113.  	
                        Sales
                          Representative Agreement dated April 1, 2004 between Alcoa
                          Home Exteriors,
                          Inc. and Alba Sales.

                      


                 

                	114.  	
                        Sales
                          Representative Agreement dated April 1, 2004 between Alcoa
                          Home Exteriors,
                          Inc. and Darco Sales Group.

                      


                 

                	115.  	
                        Sales
                          Representative Agreement dated February 27, 2004 between
                          Alcoa Home
                          Exteriors, Inc. and Edco Products,
                          Incorporated.

                      


                 

                	116.  	
                        Sales
                          Representative Agreement dated July 2006 between Alcoa
                          Home Exteriors,
                          Inc. and C&D Sales.

                      


                 

                	117.  	
                        Sales
                          Representative Agreement dated July 14, 2006 between Alcoa
                          Home Exteriors,
                          Inc. and Midatlantic Group.

                      


                 

                	118.  	
                        Sales
                          Representative Agreement dated July 14, 2006 between Alcoa
                          Home Exteriors,
                          Inc. and Delta Sales & Marketing.

                      


                 

                	119.  	
                        Sales
                          Representative Agreement dated August 4, 2006 between Alcoa
                          Home
                          Exteriors, Inc. and Resource Sales.

                      


                 

                	120.  	
                        Sales
                          Representative Agreement dated August 8, 2006 between Alcoa
                          Home
                          Exteriors, Inc. and Pro South Marketing.

                      


                 

                	121.  	
                        Independent
                          Sales Representative Agreement dated August 17, 2006 between
                          Alcoa Home
                          Exteriors, Inc. and Factory Direct Sales Consultants,
                          Inc

                      


                 

                	122.  	
                        Mutual
                          Release and Settlement Agreement between TAPCO International
                          Corporation
                          and Alcoa Building Products, Inc. dated December 1,
                          1999.

                      


                 

                	123.  	
                        Asset
                          Purchase Agreement dated June 3, 2002 regarding the Sale
                          of ABP’s
                          Minneapolis, Minnesota Facility Purchase to Ted Lansing
                          Corporation, as
                          amended by that certain First
                          Amendment to the Asset Purchase Agreement between Alcoa
                          Home Exteriors,
                          Inc. and Lansing Building Products, Inc. 

                      


                 

                	124.  	
                        Sales
                          & Distribution Agreement dated September 22, 2003 between
                          Alcoa Home
                          Exteriors, Inc. and Dayton Technologies,
                          L.L.C.

                      


                 

                	125.  	
                        Fleet
                          Management Services Master Rental Agreement between FMS
                          Equipment Rentals
                          Inc. and Alcoa Home Exteriors, Inc. (f/k/a Alcoa Building
                          Products, Inc.)
                          dated May 8, 2000, and all Schedules thereto pertaining
                          to leased Company
                          Personal Property.

                      


                 

                	126.  	
                        Master
                          Lease Agreement between ePlus Group, Inc. and Alcoa Inc.
                          dated June 15,
                          2001, and all Schedules thereto pertaining to leased Company
                          Personal
                          Property.

                      


                 

                	127.  	
                        Master
                          Lease Agreement between Lease Plan U.S.A., Inc. and Alcoa
                          Inc., dated June
                          1, 1996, as amended, and all Schedules thereto pertaining
                          to leased
                          Company Personal Property.

                      


                 

                	128.  	
                        Master
                          Lease Agreement dated March 18, 2004 by and between Connell
                          Finance
                          Company, Inc. and Alcoa Inc. (Schedule A to Lease Schedules
                          No’s. 1, 17
                          and 63).

                      


                 

                	129.  	
                        Lease
                          Agreement between Automotive Rentals, Inc. and Alcoa Inc.
                          (f/k/a Aluminum
                          Company of America) dated March 23, 1992, as
                          amended.

                      


                 

                	130.  	
                        Master
                          Lease Agreement between ICX Corporation and Alcoa Inc.
                          (f/k/a Aluminum
                          Company of America) dated January 1,
                          2997.

                      


                 

                	131.  	
                        Master
                          Lease Agreement between CIT Communications Finance Corporation
                          (f/k/a
                          AT&T Credit Corp.) and Alcoa Inc. dated August 4,
                          1997.

                      


                 

                	132.  	
                        Master
                          Lease Agreement between Cisco Systems Capital Corporation
                          and Alcoa Inc.
                          dated February 14, 2001.

                      


                 

                	133.  	
                        Portman
                          Equipment Company Lease Agreement dated July 3, 2000 between
                          Richwood
                          Building Products and Portman Equipment
                          Company.

                      


                 

                	134.  	
                        Master
                          Lease Agreement dated July 31, 1998 between Aluminum Company
                          of America
                          and General Electric Capital Corporation d.b.a. Tennant
                          Financial
                          Services.

                      


                 

                	135.  	
                        Assignment
                          and Assumption of Lease and Consent dated May 31, 2002
                          pursuant to which
                          Alcoa Home Exteriors, Inc. (f/k/a Alcoa Building Products,
                          Inc.)
                          (“Assignor”) assigned to Ted Lansing Corporation (“Assignee”) a lease
                          dated September 30, 1993, between Alcoa Home Exteriors,
                          Inc. and Capp
                          Industries, Inc. (“Landlord”), as amended (for purposes of this paragraph,
                          the “Lease”), for certain premises commonly known as 1132-1134 Stinson
                          Blvd., Minnesota. Pursuant to the terms of the Assignment
                          and Assumption
                          of Lease and Consent, Alcoa Home Exteriors, Inc. agreed
                          that such
                          assignment would not release or discharge Alcoa Home Exteriors,
                          Inc. from
                          any liability or obligation of the tenant under the Lease,
                          upon receipt of
                          notice and demand from the landlord on account of the default
                          of Ted
                          Lansing Corp. This lease expires September 30,
                          2006.

                      


                 

                	136.  	
                        Asset
                          Purchase Agreement dated June 3, 2002 regarding the Sale
                          of ABP’s
                          Minneapolis, Minnesota Facility Purchase to Ted Lansing
                          Corporation, as
                          amended by that certain First Amendment to the Asset Purchase
                          Agreement
                          between Alcoa Home Exteriors, Inc. and Lansing Building
                          Products,
                          Inc.

                      


                 

                	137.  	
                        Asset
                          Purchase Agreement dated June 3, 2002 regarding the Sale
                          of ABP’s
                          Minneapolis, Minnesota Facility Purchase to Ted Lansing
                          Corporation, as
                          amended by that certain First Amendment to the Asset Purchase
                          Agreement
                          between Alcoa Home Exteriors, Inc. and Lansing Building
                          Products,
                          Inc.

                      


                 

                	138.  	
                        Pricing
                          and Supply Agreement dated March 22, 2006 between Alcoa
                          Home Exteriors,
                          Inc. and NVR, Inc. t/a NVR Building Products
                          Co.

                      


                 

                	139.  	
                        Plastics
                          Additive Supply Agreement dated April 28, 2005 between
                          Alcoa Home
                          Exteriors, Inc. and Rohm and Haas
                          Company.

                      


                 

                	140.  	
                        Oasis
                          Distribution Agreement dated December 17, 2004 between
                          Alcoa Home
                          Exteriors, Inc. and Weyerhaeuser Company.

                      


                 

                	141.  	
                        Sales
                          and Distribution Agreement dated September 22, 2004 between
                          Alcoa Home
                          Exteriors, Inc. and Dayton Technologies,
                          L.L.C.

                      


                 

                	142.  	
                        Wholesaler
                          Agreement dated May 10, 2006 between Alcoa Home Exteriors,
                          Inc. and Tri
                          State Forest Products.

                      


                 

                	143.  	
                        Wholesaler
                          Agreement dated May 10, 2006 between Alcoa Home Exteriors,
                          Inc. and
                          Reserve Warehouse Corporation.

                      


                 

                	144.  	
                        Wholesaler
                          Agreement dated May 10, 2006 between Alcoa Home Exteriors,
                          Inc. and
                          McClure-Johnston Company.

                      


                 

                	145.  	
                        Standard
                          Forward Contract Terms and Conditions for the Supply of
                          Electricity
                          between BP Energy Company and the Alcoa Participants identified
                          as Howmet
                          Corporation, Huck International Inc., Howmet Aluminum Casting
                          Inc., Alcoa
                          Home Exteriors Inc. and Reynolds Consumer Products, Inc.
                          dated June 30,
                          2003.

                      


                 

                	146.  	
                        Sales
                          and Distribution Agreement dated April 8, 2003 between
                          Alcoa Home
                          Exteriors, Inc. and Alu-Rex Inc.

                      


                 

                	147.  	
                        PVC
                          Siding Resin Supply Agreement dated October 1, 2002 between
                          Alcoa Inc. and
                          Shintech Incorporated, as amended.

                      


                 

                	148.  	
                        Strategic
                          Alliance Agreement dated December 18, 2003 between Alcoa
                          Home Exteriors,
                          Inc. and the Dow Chemical Company.

                      


                 

                	149.  	
                        Georgia
                          Gulf Chemicals & Vinyls, LLC dated January 1, 2005 between Alcoa Home
                          Exteriors, Inc. and Georgia Gulf Chemicals & Vinyls,
                          LLC.

                      


                 

                	150.  	
                        Corporate
                          Account Agreement dated November 1, 1997 between Alumax
                          Materials
                          Management, Inc. (on behalf of Alumax Extrusions, Inc.,
                          Alumax Mill
                          Products, Inc., Kawneer Company, Inc.) and PPG Industries,
                          Inc.

                      


                 

                	151.  	
                        Purchase
                          Agreement dated April 13, 2004 between Alcoa Home Exteriors,
                          Inc. and
                          Commonwealth Aluminum Metals, LLC.

                      


                 

                	152.  	
                        Supply
                          Agreement dated June 1, 1997 between Alcoa Building Products,
                          Inc. and
                          Omya, Inc.

                      


                 

                	153.  	
                        Wholesales
                          Agreement dated April 28, 2005 between Alcoa Home Exteriors,
                          Inc. and
                          Allied Midwest Merchandiser Inc.

                      


                 

                	154.  	
                        Alcoa
                          Home Exteriors Distributor Agreement dated February 7,
                          2005 between Alcoa
                          Home Exteriors Inc. and Exterior Building
                          Supply.

                      


                 

                	155.  	
                        Wholesaler
                          Agreement dated May 10, 2006 between Alcoa Home Exteriors,
                          Inc. and
                          Reserve Warehouse Corporation.

                      


                 

                	156.  	
                        Wholesaler
                          Agreement dated May 10, 2006 between Alcoa Home Exteriors,
                          Inc. and Rocco
                          Building Supplies, LLC

                      


                 

                	157.  	
                        Supply
                          Agreement between Omya, Inc. and Alcoa Building
                          Products.

                      


                 

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


               

              Schedule
                3.17 - Employee Benefit Plans

               

               

              None.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              Schedule
                3.18 - Environmental Matters

              


              Identification
                of the following items on this Schedule is not intended to constitute
                a
                representation as to whether or not such items could reasonably
                be expected to result in a Material Adverse Effect. 

               

              1.    Kroy
                Building Products, Inc., York, NE.
                

               

              The
                USEPA
                investigated a drinking water well in York, NE and detected certain
 solvents
                in the drinking water in 1990. Kroy Building Products, Inc. was one
                of a
 number
                of
                businesses in the vicinity that allegedly used similar solvents in
                the
 past
                and
                has been identified as a potential source of the solvent
                contamination.

               

              2.    Thermal-Gard,
                Inc., Punxsutawney, PA.
                

               

              The
                Pennsylvania Department of Environmental Protection (“PADEP”)
                has
 conducted
                sampling at the Punxsutawney, PA facilities as part of an investigation
                 of
                certain contamination believed to have resulted from contaminants
                used in the
 electroplating
                industry. The investigation conducted in 2003 included sampling  of
                soils,
                surface water and groundwater. Thermal-Gard has not been provided
 with
                copies of the sampling results. The former occupant of the leased
                facility
 was
                in
                the electroplating business.

               

              3.    Hoover
                Treated Wood Products, Inc.

               

              Ply
                Gem
                retained liability under the purchase agreement for Hoover’s exposure
                in connection
                with the cleanup of a contaminated landfill in Thomson, Georgia.
 Hoover
                and five other potentially responsible parties have been working
                with
 Georgia
                environmental authorities on a proposed cleanup of the site. No  agreement
                has yet been reached on a proposed remediation plan. Ply Gem is  indemnified
                by Nortek with respect to this liability.

              

                4.    Window
                  Plant Facility, Rocky Mount, Virginia.

              

               

              The
                soil
                and groundwater at the Rocky Mount, Virginia facility are contaminated
                by
                pentachlorophenol and mineral spirits. One source of contamination,
                an
                underground storage tank ("UST")
                formerly located at the facility, was deemed to have met the "restricted
                closure" provision of the applicable regulations by the Virginia
                Department of
                Environmental Quality ("VDEQ").
                This
                determination restricts the property to industrial use only.

               

              In
                1994,
                personnel at the MW facility discovered a 3,000-gallon underground
                storage tank,
                the presence of which they were formerly unaware. A second underground
                tank, of
                10,000 gallons capacity, had been used to store fresh PCP solution.

               

              The
                use
                of the PCP preservative had been discontinued in approximately 1985,
                when the
                wood-treatment solution was changed to a non-PCP formulation. Subsequent
                investigation, however, disclosed that the tank still contained approximately
                2,700 gallons of liquid with a PCP concentration of 0.83 percent,
                and that the
                adjoining soils contained volatile petroleum hydrocarbons that later
                were
                determined to contain PCP.

               

              Remediation
                activities at the Rocky Mount facility have been and continue to
                be conducted by
                U.S. Industries, Inc. ("USI")
                pursuant to Section 9.5 of the Stock Purchase Agreement dated August
                11, 1995
                among USI, USI American Holdings, Inc., JUSI Holdings, Inc. and Jacuzzi
                (U.K.)
                Limited, and Fenway Holdings, L.L.C. as assignee of FPI Acquisition
                Corp. (as
                such agreement was subsequently amended as of August 25, 1995 and
                September 15,
                1995, the "USI
                Agreement").
                Fenway Holdings, L.L.C. has assigned its rights under Section 9.5
                of the USI
                Agreement to MW Manufacturers Inc. ("MW")
                pursuant to an Assignment Agreement dated as of September 20, 2002.

               

              The
                tank
                has been removed, along with the 2,700 gallons of preservative, and
                its
                contents, and surrounding soils have been removed and properly disposed
                of.
                Confirmatory sampling was performed in accordance with the Closure
                Plan approved
                by the Virginia Department of Environmental Quality (VDEQ), and a
                report of the
                activities was submitted to VDEQ, which has now approved the tank
                closure. The
                10,000-gallon tank also was removed, along with approximately 10
                gallons of wood
                preservative solution accidentally spilled to the ground when a pipe
                was
                disconnected from this tank. No other PCP or other contamination
                was found in
                adjacent soils associated with the 10,000-gallon tank.

               

              Residual
                contamination still exists, as indicated by investigations associated
                with the
                removal of the former 3,000-gallon tank. Investigative work performed
                to date by
                USI has disclosed subsurface contamination that lies below the concrete
                slab
                foundations of plant buildings 12 and 13, north of the site of the
                former
                3,000-gallon tank.

               

              On
                August
                23, 2002, VDEQ approved a request by USI that remaining contamination
                be
                addressed under the Virginia Voluntary Remediation Program ("VRP").
                In
                late 2004, USI delivered a Site Characterization Report under the
                VRP to the
                VDEQ, addressing the residual subsurface contamination identified
                near plant
                buildings 12 and 13. MW expects to close and remove the existing
                dip tank in
                late 2006 to assist USI with its obligations under the VRP.

               

              5.    Patriot
                Manufacturing, Inc. Facility (Grand Avenue), Hammonton, New
                Jersey.

               

              A
                plume
                of chloroform impacted groundwater located near the former on-site
                sewerage
                treatment plant, and a plume of fuel oil-impacted groundwater located
                near the
                former "SRF" building were previously identified and are still being
                investigated/remediated by Whitehall Laboratories, the former operator
                of this
                facility.

               

              6.    Wood
                Warehouse/Fabrication, Fayetteville, North Carolina.

               

              A
                small
                aboveground gasoline tank was previously located on site. There was
                a leak at a
                pipe connection at the bottom of the tank. It is not clear how long
                the tank
                leaked, or how much.

               

              An
                employee at this site identified a portable dip tank utilized by
                a former
                operator of this facility. This tank was used for the dipping of
                individual door
                frames and was located at the northeastern corner of the main process
                building.


               

              7.    Alenco,
                2810 North Harvey, Mitchell Parkway, Bryan, TX

               

              The
                site
                was formerly used as a pipe threading facility. Alenco’s operations since 2000
                include the use of press pits to collect leaking oil from the hydraulic
                aluminum
                extrusion presses and poor housekeeping in material handling and
                storage areas.
                These current and former activities could have resulted in discharges
                to the
                environment, although no direct evidence of any such contamination
                has been
                identified.

               

              The
                facility stores in excess of 1320 gallons of new and used oil, but
                has not
                prepared a Spill Prevention, Control and Countermeasures Plan, as
                is
                required.

               

              The
                facility has an industrial sewer use permit for its discharge to
                the municipal
                sanitary sewer system. During the annual permit compliance monitoring
                conducted
                by the City of Bryan in July 2005, Alenco’s discharge exceeded the allowable
                limits for copper, mercury, molybdenum and nickel. Alenco received
                a notice of
                violation regarding this exceedance from the City of Bryan on November
                22, 2005.
                On November 21, 2005, the facility resampled its discharge and did
                not identify
                any constituents exceeding permitted levels. It has so informed the
                regulators
                and believes that issue is resolved. 

               

              Alenco
                is
                required to obtain, but has not obtained, an NPDES general storm
                water permit,
                and is required to prepare, but has not prepared, a site specific
                Storm Water
                Pollution Prevention Plan. 

               

              Based
                on
                the quantities of hydraulic oil and caustic solution stored at the
                facility,
                Alenco may be required to submit Tier II chemical inventory forms
                to emergency
                response agencies for these materials. 

               

              8.    Alenco
                Windows GA, LLC, Peachtree City, GA

               

              Based
                on
                the exterior storage of drums and various materials, the facility
                is required to
                obtain an NPDES stormwater discharge permit and prepare a Storm Water
                Pollution
                Prevention Plan.

               

              9.    Peachtree
                Extended Products Company, Peachtree City, GA

               

              Based
                on
                the exterior storage of drums and various materials, the facility
                is required to
                obtain an NPDES stormwater discharge permit and prepare a Storm Water
                Pollution
                Prevention Plan.

               

              Limited
                surface staining is present on concrete paving surrounding an air
                compressor
                located on an elevated dock just outside the eastern side of the
                manufacturing
                building near the northeast corner. 

               

              Limited
                soil-staining was identified in the vicinity of storage of containers
                of paint,
                hydraulic oil and other substances.

               

              10.    Alenco
                Windows, 615 West Carson Street, Bryan, TX

               

              The
                site
                has been used for manufacturing operations since 1959, including
                metal cleaning
                operations, historic use of underground storage tanks, aluminum extrusion,
                on-site aluminum recycling, and historic painting operations. These
                activities
                could have resulted in environmental contamination at the facility,
                although no
                direct evidence of any such contamination has been identified. 

               

              The
                facility stores in excess of 1320 gallons of new and used oil and
                is therefore
                required to prepare a Spill Prevention, Control and Countermeasure
                Plan, but has
                not done so. 

               

              The
                facility has an industrial sewer use permit for its discharge to
                the municipal
                sanitary sewer system. During the annual compliance monitoring conducted
                by the
                City of Bryan in July 2005, the concentration of mercury in Alenco’s discharge
                exceeded allowable limits. The facility resampled its discharge on
                October 19,
                2005 and did not identify any exceedances. It has so advised the
                regulators and
                believes the issue is resolved.

               

              Alenco
                should have submitted a Form R Toxic Release Inventory report for
                1, 2,
                4-trimethylbenzene for 2004. 

               

              	11.     
                      *  	
                      The
                        Company owns a closed landfill (OH00188409), encompassing
                        approximately
                        four acres, southwest of the former Stolle Products (a former
                        division of
                        Alcoa) manufacturing facility. From approximately 1981 to
                        1992, sludges
                        from Stolle’s wastewater treatment operations were placed in the
                        landfill.

                    


               

               In
                October 1992, the wastewater
                treatment sludge materials were determined to be  a
                listed
                hazardous waste bearing waste codes F006 and F019. Landfill operations
                 were
                terminated and a closure plan was submitted to the Ohio EPA on August
                13,
 1993.
                Following approval of the plan by Ohio EPA, the landfill was closed.
                C Certification
                of closure completion was submitted to Ohio EPA in December  1996,
                and
                Ohio EPA formally approved the closure on May 6, 1999.

               

              Based
                on
                site data and other information, U.S. EPA was petitioned for an  exclusion
                from the hazardous waste listing for the sludge materials placed
                in the
 landfill.
                U.S. EPA granted the exclusion, as published at pages 16643-16647
                of
volume
                64
                of the Federal Register dated April 6, 1999. However, because the
 landfill
                was closed under Ohio EPA authority as a RCRA hazardous waste  disposal
                unit (even though its contents were determined later to be
                delisted  hazardous
                wastes), the landfill is being managed under Ohio EPA’s hazardous  waste
                post-closure care regulations at OAC 3745-66-17 through OAC 3745-66-20
                 and
                OAC
                3745-68-10, and the Ohio EPA-approved Post Closure Care Plan. Post-closure
                care, which began upon completion of closure and  includes
                groundwater monitoring,
                inspections, security, maintenance and reporting, will continue for
                a
period
                of
                30 years following closure, unless otherwise modified as approved
                by
Ohio
                EPA.

              


              	12.     
                      *  	
                      On
                        or about May 18, 2006, the City of Sidney conducted routine
                        grab sampling
                        at the plant stormwater outfall and measured the pH of the
                        discharged
                        water to be 11.0, slightly above the discharge limit of 10.5.
                        After
                        investigation into the matter, the facility could not identify
                        a root
                        cause for this, but instead it appears to have been an isolated
                        incident.

                    


              


              	13.     
                      *  	
                      Regarding
                        the Gaffney, South Carolina facility, the Company is engaged
                        in finalizing
                        the obligations and requirements of Consent Agreement 93-23-SW
                        with the
                        South Carolina Department of Health and Environmental Control
                        (“SCDHEC”).
                        The Consent Agreement is to address the remediation of a
                        former suspected
                        drum disposal area. The remedial action is complete, and
                        except for
                        submittal of the Final Remedial Action Report, all requirements
                        of the
                        Consent Agreement have been addressed. The Company has requested
                        a meeting
                        with SCDHEC to discuss the Report contents, remaining field
                        activities
                        (e.g., monitoring well abandonment), and the process to close
                        the Consent
                        Agreement.

                    


              


              	14.     
                      *  	
                      The
                        Company and/or a predecessor has been identified as a PRP
                        at the following
                        off-site locations:

                    


              


              Aqua-Tech
                (NPL Site), Greer, South Carolina:
                The
                Company is involved at this site through its affiliation with Southeastern
                Kusan. Southeastern Kusan received notice from U.S.EPA in 1993 that
                it had been
                identified as a PRP at this site as a result of alleged waste shipments
                to the
                site during the 1980s. In February 1994, Southeastern Kusan joined
                the Aqua Tech
                PRP Group, which had previously formed in 1992 in response to U.S.EPA
                demands
                that the then identified PRPs conduct a removal action at the site.
                The group
                performed the removal action and in 1995 entered into a consent order
                with
                U.S.EPA to conduct an RI/FS at the site, which was completed in 2003.
                Pursuant
                to the consent order and PRP agreement, the group members, including
                Southeastern Kusan, paid periodic assessments based on the group's
                internal
                allocation to fund the group's work at the site. Based on the RI/FS,
                U.S.EPA
                issued its ROD selecting the remedy for the site in September 2003,
                and in 2005,
                the PRP Group members executed the RD/RA Consent Decree pursuant
                to which the
                group will implement the remedy. The RD/RA Consent Decree was approved
                by the
                U.S. District Court for the District of South Carolina and docketed
                at
U.S.
                v. Exxon Mobil Corporation,
                Civil
                Action No. 06-360 (2006). According to the group's consultant, the
                group should
                be able to complete the remedy and cover U.S.EPA oversight costs
                for $6 million.
                Of this amount, certain PRP federal agencies and other PRPs that
                are not members
                of the Aqua Tech PRP Group contributed a total of $4.4 million. In
                order to fund
                the remainder, the PRP Group assessed its members $1.6 million in
                December 2005.
                Southeastern Kusan's share of the assessment was $37,400.24 or 2.3375%
                of the
                total PRP Group assessment, which was based on a waste-in amount
                of 437,871 lbs.
                The $6.0 million that was funded to implement the remedy and pay
                EPA oversight
                costs is a conservative estimate, and did not consider all sources
                of potential
                contributions (e.g., certain services in kind by the City of Greer,
                interest,
                etc.). It is believed at this time that no additional assessments
                will be
                necessary. 

               

              ChemDyne
                (NPL Site), Hamilton, Ohio:
                The
                Company is involved at this site through its affiliation with the
                former Stolle
                Corporation (“Stolle”). The site was operated as a chemical waste recycling
                facility from 1974 to 1980. Investigations conducted after closure
                of the
                facility indicated contamination, primarily VOCs, in soils and groundwater
                at
                the site. A Remedial Action Plan for the site was developed and incorporated
                into the Chem-Dyne Consent Decree lodged in October 1985. Pursuant
                to the
                Decree, the Chem-Dyne Trust Fund was established and settling companies
                contributed $17,453,605 to carry out the requirements of the Consent
                Decree and
                Remedial Action Plan. Stolle is a settling party to the Consent Decree
                and its
                obligation for the site is comprised of 

               

              contributing
                its allocated share to the Trust Fund. The RAP was implemented in
                1986 and 1987
                and the groundwater remediation system for the site was fully operational
                as of
                January 1, 1988. Additional funds were added to the Trust Fund in
                January 1991
                and October 2002 to continue groundwater remediation at the site.
                As of July 31,
                2006, the Trust Fund had a positive balance of approximately $2.2
                million, which
                is estimated to fully cover future groundwater remediation costs
                at the site
                through 2010. If another assessment is required to continue groundwater
                remediation beyond 2010, it is expected that the Company’s share of that
                assessment will be de minimis. 

               

              Enviro-Chem
                (NPL Site), Zionsville, Indiana:
                The
                Company is involved at this site through its affiliation with the
                former Stolle
                Corporation (“Stolle”). The site was operated by Environmental Conservation and
                Chemical Corporation from approximately 1977 to 1982, when the Boone
                County
                Circuit Court ordered Enviro-Chem to cease operations. In 1983, Stolle
                received
                notice from U.S.EPA that it had been identified as a PRP at the site.
                Stolle
                joined the PRP group for the site, and was among 246 PRPs that entered
                into a
                consent decree with U.S.EPA in 1983, which required the settling
                generators to
                pay $2.9 million for site response costs and conduct a removal action
                and other
                work at the site. In 1989, the PRPs entered into a second consent
                decree with
                U.S.EPA to fund and implement the selected remedy. The consent decree
                was
                entered by the court in 1991. The PRP group issues periodic assessments
                to fund
                the PRP group's work at the site, and each member is obligated to
                pay its agreed
                allocated share of said assessments pursuant to the group's allocation.
                Under
                the group's current allocation, Stolle's allocated percentage share
                is 0.6254%,
                which is based on a waste-in volume of approximately 35,905 gallons.
                PRP funding
                and remediation at the site is ongoing. Since 1999, there have been
                three group
                assessments, the most recent of which was issued in December 2005.
                Stolle's
                share of these assessments under the group's current allocation totaled
                $15,362.50, $14,072 and $13,759. The Company believes that its share
                of any
                future assessment(s), if any, will be de minimis. 

               

              Third
                Site (NPL Site), Zionsville, Indiana:
                The
                Company is involved at this site through its affiliation with the
                former Stolle
                Corporation (“Stolle”). Third Site is adjacent to the Enviro-Chem site, and in
                1988, EPA sent notice letters to the Enviro-Chem PRPs claiming that
                the
                Enviro-Chem site was the source of contamination at the Third Site.
                Certain PRPs
                formed a PRP group for the site and established a fund to pay for
                group work at
                the site. In 1996, U.S.EPA issued an order to the PRPs requiring
                removal actions
                at the site. The PRPs' removal work was completed in 1996. In 1999,
                the PRPs
                executed an administrative consent order for the site under which
                certain PRPs
                cashed out as de minimis, while others, including Stolle, agreed
                to perform an
                EE/CA at the site and reimburse U.S.EPA for its costs. U.S.EPA approved
                the
                EE/CA, and in 2002, the PRPs entered into an administrative consent
                order with
                U.S.EPA agreeing to conduct the following response actions at the
                site: (1)
                enclosing a DNAPL area with sheet pile walls to prevent migration
                of the DNAPL
                plume, extracting the DNAPL and treating any remaining residual DNAPL
                with a
                chemical reagent; (2) SVE of two small areas of volatile organic
                contamination
                in soils; (3) focused pump and treat on 2 groundwater plumes; and
                (4) ten years
                of monitored natural attenuation. As of November 2005, the DNAPL
                was contained
                with the sheet piling and extraction wells were installed and pumping
                of the
                DNAL plume had begun. The SVE system was installed and has begun
                operation and
                is expected to be completed by spring of 2007. Once that is completed,
                pumping
                and treating of the 2 small groundwater plumes will begin. To fund
                the group's
                work at the site, the PRP group issues periodic assessments to the
                members.
                Stolle's allocated share for assessments is approximately 0.6191%,
                which is
                based on a waste-in volume of approximately 35,905 gallons. As of
                November 2005,
                the PRP group did not anticipate that any further assessments would
                be required
                to fund the above-described remedy. 

               

              Northside
                Sanitary Landfill (NPL Site), Zionsville, Indiana:
                The
                Company is involved at this site through its affiliation with the
                former Stolle
                Corporation (“Stolle”). The site is adjacent to the Enviro-Chem site. EPA sent a
                notice letter to Stolle in 1985 advising that it had been identified
                as a PRP at
                the site. In 1987, U.S.EPA issued the ROD for the site selecting
                its preferred
                remedy. Stolle joined the site PRP Group in 1988. In or about 1989,
                the PRPs
                entered into a consent decree with U.S.EPA and agreed to implement
                the remedy.
                The consent decree was approved and entered by the court in 1991.
                The PRPs' work
                at the site is ongoing. As of June 2006, applicable cleanup standards
                have been
                met for all but 5 of the 29 constituents of concern (COCs) as a result
                of the
                on-site groundwater/leachate pump and treat system. The remaining
                5 COCs are
                benzene, ammonia, chloride, arsenic and iron. Since 1999, the group
                has issued
                annual assessments of $500,000 to the group members. The Company’s share of each
                of these assessments has been approximately $2,200 which is based
                on a waste-in
                volume share of approximately 214,210 gallons for an allocated percentage
                share
                under the group's current allocation of 0.4433%. The most recent
                assessment was
                paid in May 2005. 

               

              Lammers
                Barrel Site, Beavercreek, Ohio:
                The
                Company is involved at this site through its affiliation with the
                former Stolle
                Corporation (“Stolle”). Lammers Barrel was a solvents reclamation and drum
                reconditioning facility. The facility started operations in about
                1953 and was
                destroyed by fire and ceased operations in 1969. It is alleged that
                Stolle sent
                waste solvents to Lammers for reclamation during the 1960s. In 1998,
                EPA
                completed an EE/CA for the Lammers site, and in 1999 it sent notice
                letters to
                PRPs connected to the Lammers site. In March 2002, Stolle joined
                the PRP group
                that formed to respond to U.S.EPA. In April 2002, the PRP Group members
                executed
                a consent order with U.S.EPA agreeing to fund and conduct an RI/FS
                at the site.
                The RI/FS is ongoing, and is currently expected to be completed spring
                2007.
                Since entering the consent order with U.S.EPA, the PRP group has
                issued 8
                assessments to its members to fund the work under the order. The
                most recent
                assessment was paid in August 2006. These assessments have been for
                varying
                amounts and the Company's share of each has ranged from $0 to $11,137
                depending
                upon the amount of the assessment and the Company's allocated percentage
                share
                at the time of the assessment. The members' respective allocated
                shares have
                fluctuated as new members join the group. At present, Stolle's allocated
                percentage share under the group's allocation is 1.92%.

               

              Philip
                Services, Rock Hill, South Carolina:
                The
                Company is involved at this site through its affiliation with Southeastern
                Kusan. The site operated from the 1960s to 1997 as a hazardous waste
                recycler
                and incinerator. The South Carolina Department of Health and Environmental
                Control is the lead agency who has been investigating, and implementing
                removal
                actions at the site since approximately 2004. In November 2004, SCDHEC
                sent
                notice letters to a number of entities, not including Southeastern
                Kusan,
                demanding that those entities make a good faith offer to investigate
                and
                remediate the site. A PRP group formed in February 2005, and in May
                2006, this
                group invited other former alleged contributors to the site, including
                Southeastern Kusan, to join the group and participate at the site.
                Alcoa, on
                behalf of Southeastern Kusan and other affiliated and/or predecessor
                entities,
                joined the group in June 2006. To date, Alcoa has paid two assessments
                totaling
                $25,000 to the group to fund the group's work related to the site.
                According to
                nexus documents acquired by the group from SCDEHC, Southeastern Kusan
                allegedly
                sent some 276,990 lbs of material to the site. The group has yet
                to develop an
                allocation for the site, and therefore there are no percentage shares
                for the
                group members. Currently, SCDHEC is conducting the RI/FS at the site
                and hopes
                to have the remedy selected in early 2007. SCDHEC has indicated to
                the group
                that it intends to commence negotiations with the PRP group in the
                very near
                future to reach an agreement under which the group would perform
                the selected
                remedy. SCDHEC’s preliminary estimate for total future costs to finalize the
                RI/FS and implement the remedy totals between $15 and $25 MM. 

               

              Tremont
                City Landfill, German Township, Ohio:
                The
                Company is involved at this site through its affiliation with the
                former Stolle
                Corporation (“Stolle”). In October 2002, members of the Barrel Fill Operable
                Unit (BFOU) PRP Group entered into an Administrative Order by Consent
                with EPA
                requiring the PRP Group to, among other things, complete an RI/FS
                for the BFOU.
                The PRP Group subsequently identified the Company, through Stolle,
                as a PRP, and
                in February 2006, the PRP Group tendered a settlement to the Company
                to resolve
                the Company’s liability to fund a share of the RI/FS for the BFOU. In May 2006,
                the Company and PRP Group executed the settlement agreement and the
                Company paid
                $34,768 to resolve its share of the BFOU RI/FS, including interest
                on the costs
                incurred by the group to date in performing RI/FS activities. The
                settlement
                amount was based on a waste-in volume of 7,200 gallons or 0.249%,
                which applies
                to this settlement only. As provided under the settlement agreement,
                the Company
                requested that the PRP Group ask EPA to add Alcoa Home Exteriors,
                Inc. to the
                group's consent order with U.S.EPA as a non-work party in order to
                get the
                protections of the consent order. At this time, the Company has not
                heard back
                from the PRP Group, but EPA has agreed in prior similar situations
                to add to the
                consent order other cash-out/non-work parties who settled with the
                PRP
                Group.

               

              Chemical
                Recovery Systems, Elyria, Ohio:
                The
                Company was involved at this site through its affiliation with the
                former Stolle
                Corporation (“Stolle”). Stolle joined the site PRP Group and was allocated a
                volume of 2,500 gallons of material sent to the site. In or about
                January 2003,
                Alcoa Building Products as successor to Stolle, entered into a de
                minimis
                cash-out settlement for $2,500 resolving its liability at the site.
                Subsequently, Alcoa Building Products withdrew from the PRP Group.


               

              	15.     
                      *  	
                      Alcoa
                        Home Exteriors, Inc.’s Atlanta facility has an industrial wastewater
                        pretreatment permit that requires daily monitoring of pH,
                        with limits
                        between 6 and 9. On August 2, 2006, the pH reading was 10.08.
                        After
                        investigation into the matter, the facility could not identify
                        a root
                        cause for this, but instead it appears to have been an isolated
                        incident.

                    



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              Schedule
                3.19 - Insurance

               

               

              Please
                see attached.

               

               

            

            
               

               

              


               


              
                
                  
                    Doc
                      #:NY7:290863.2

                  

                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                  
                  

                

              

              
                	
                        Coverage

                      	
                        Carrier

                      	
                        Policy
                          No

                      	
                        Effective
                          Dates

                      	 	
                        Limits
                          of Insurance

                      
	 	 	 	 	 	 	 
	
                        Automobile
                          Liability

                      	
                        Zurich-American
                          Ins. Co.

                      	
                        BAP9378822-00

                      	
                        2/12/06
                          to 2/12/07

                      	
                        $

                      	
                        2,000,000

                      	
                        Symbol
                          1 Liability Coverage (Any auto)

                      
	 	 	
                        AOS

                      	 	
                        Per
                          UM/UIM

                      	
                        Summary

                      	
                        Symbol
                          6 Uninsured/Underinsured Motorists (Owned autos subject
                          to a compulsory UM
                          Law)

                      
	
                        $346,136

                      	 	 	 	 	
                        Basic

                      	
                        Symbol
                          5 Personal Injury Protection (All owned autos subject to
                          Not
                          Fault)/

                      
	 	 	 	 	
                        $

                      	
                        5,000

                      	
                        Symbol
                          2 Auto Medical Payments (All owned autos)

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                        Crime

                      	
                        Federal
                          Insurance Company

                      	
                        6800-4215

                      	
                        2/12/06
                          to 2/12/07

                      	
                        $

                      	
                        1,000,000

                      	
                        Employee
                          Theft

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Premises

                      
	
                        $24,525

                      	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        In
                          Transit

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Forgery

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Computer
                          Fraud

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Funds
                          Transfer Fraud

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Money
                          Orders

                      
	 	 	 	 	 	 	 
	 	 	 	 	
                        $

                      	
                        100,000

                      	
                        DEDUCTIBLE

                      
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                         

                      
	 	 	 	 	 	 	 
	
                        Directors
                          & Officers / Employment Practices Liability

                      	
                        American
                          International Specialty Lines Ins. Co.

                      	
                        004905802

                      	
                        2/12/05
                          to 2/12/06

                      	
                        $

                      	
                        20,000,000

                      	
                        Limit
                          of Liability 

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Retention

                      
	
                        $279,762
                          (4)

                      	 	 	 	
                        $

                      	
                        250,000

                      	
                        Security
                          Claims (other than private placements)

                      
	 	 	 	 	
                        $

                      	
                        250,000

                      	
                        All
                          Other Claims (including private placements)

                      
	 	 	 	 	
                        $

                      	
                        250,000

                      	
                        EPL
                          - Per Claim

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Continuity
                          Dates:

                      
	 	 	 	 	 	
                        02/12/04

                      	
                        Coverages
                          A and B(ii)

                      
	 	 	 	 	 	
                        02/12/04

                      	
                        Coverage
                          B(i)

                      
	 	 	 	 	 	
                        02/12/04

                      	
                        Outside
                          Entity Coverage: Per Outside Entity Endorsement #4

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                        Fiduciary
                          Liability

                      	
                        Federal
                          Insurance Company

                      	
                        6800-4215

                      	
                        2/12/04
                          to 2/12/05

                      	
                        $

                      	
                        1,000,000

                      	
                        Maximum
                          Aggregate Limit of Liability

                      
	 	 	 	 	 	 	 
	
                        $7,500

                      	 	 	 	
                        $

                      	
                        -

                      	
                        DEDUCTIBLE

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	
                        2/12/04

                      	
                        Prior
                          & Pending Litigation Dates

                      
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                         

                      
	 	 	 	 	 	 	 
	
                        General
                          Liability

                        US
                          and Puerto Rico

                      	
                        Lexington
                          Insurance Company

                      	
                        666668756

                      	
                        2/12/06
                          to 2/12/07

                      	
                        $

                      	
                        1,000,000

                      	
                        Each
                          Occurrence

                      
	 	 	 	 	
                        $

                      	
                        2,000,000

                      	
                        General
                          Aggregate (other than Products/Completed Operations)

                      
	 	 	 	 	
                        $

                      	
                        2,000,000

                      	
                        Products/Completed
                          Operations Aggregate

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Personal
                          and Advertising Injury

                      
	 	 	 	 	
                        $

                      	
                        100,000

                      	
                        Fire
                          Damage Limit

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Employee
                          Benefits Liability (Claims Made)

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Each
                          Occurrence

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Aggregate

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        SELF
                          INSURED RETENTION:

                      
	 	 	 	 	
                        $

                      	
                        500,000

                      	
                        Per
                          Occurrence for Products/Completed Ops

                      
	 	 	 	 	
                        $

                      	
                        250,000

                      	
                        Per
                          Occurrence for All Other Defense Expenses are outside the
                          policy
                          limit

                      
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                         

                      
	 	 	 	 	 	 	 
	
                        General
                          Liability

                        Canada

                      	
                        ACE
                          USA Ins. Co.

                      	
                        PHF
                          073610

                      	
                        2/12/06
                          to 2/12/07

                      	
                        $

                      	
                        1,000,000

                      	
                        General
                          Liability Occurrence, Bodily Injury and Property Damage

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Products/Completed
                          Ops Aggregate

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Personal/Advertising
                          Injury Aggregate

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Employers
                          Liability

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Tenant’s
                          Legal Liability

                      
	 	 	 	 	
                        $

                      	
                        10,000

                      	
                        Medical
                          Payments - Any one person

                      
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                         

                      
	 	 	 	 	 	 	 
	
                        Property

                      	
                        FM
                          Global

                      	
                        FL259

                      	
                        2/12/06
                          to 2/12/07

                      	
                        $

                      	
                        530,000,000

                      	
                        Policy
                          Limit

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Accounts
                          Receivable

                      
	 	 	 	 	 	
                        90
                          Days

                      	
                        BUT
                          not to exceed $10,000,000 - Automatic Coverage - Excluding
                          Flood in High
                          Hazard Zones

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Brands
                          and Labels

                      
	 	 	 	 	 	
                        30
                          Days

                      	
                        Civil
                          Authority

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Consequential
                          Reduction in Value

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Control
                          of Damaged Property - Finished Goods Manufactured by the
                          Insured

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Data,
                          Programs or Software and Computer Systems - Non Physical
                          Damage - Combined
                          

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Debris
                          Removal

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Decontamination
                          Costs

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Deferred
                          Payments

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Demolition
                          and Increased Cost of Construction

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Delay
                          in Start Up

                      
	 	 	 	 	
                        $

                      	
                        20,000,000

                      	
                        BUT
                          not to exceed $10,000 limit per Depend Time Element Location
                          - Excluding
                          Earth Movement in Group A counties of the New Madrid Seismic
                          Zone and
                          Flood in high hazard zones for locations of a direct customer,
                          supplier,
                          contract manufacturer or contract service provider

                      
	 	 	 	 	 	
                        100,000.000

                      	
                        BUT
                          not to exceed $9,000,000 for Group A Counties of the New
                          Madrid Seismic
                          Zones Earth Movement* Excluding High Hazard Zones, the
                          Group B counties of
                          the New Madrid Seismic Zone and Pacific Northwest Seismic
                          Zone from all
                          coverages and locations within the Policy

                      
	 	 	 	 	 	 	 
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Errors
                          & Omissions

                      
	 	 	 	 	 	 	
                        Excludes
                          Earth Movement in High Hazard Zones

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	
                        30
                          days

                      	
                        Extended
                          Period of Liability

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Expediting
                          Costs and Extra Expense Combined

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Fine
                          Arts

                      
	 	 	 	 	
                        $

                      	
                        100,000,000

                      	
                        Flood*
                          

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Gross
                          Earnings

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	
                        30
                          Days

                      	
                        But
                          not to Exceed $10,000,000 Ingress/Egress Excluding Flood
                          in High Hazard
                          Zones

                      
	 	 	 	 	
                        $

                      	
                        50,000

                      	
                        Land
                          and Water Contaminant or Pollutant Cleanup, Removal and
                          Disposal*

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Leasehold
                          Interest

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Per
                          Location - Miscellaneous Personal Property - Excluding
                          Earth Movement and
                          Flood 

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Per
                          Location - Miscellaneous Scheduled Locations

                      
	 	 	 	 	 	
                        10,000,000

                      	
                        Per
                          Location - Miscellaneous Unnamed Locations - Excluding
                          Earth Movement and
                          Flood

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        On
                          Premises Services

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Off
                          Premises Storage for Property under Construction - Excluding
                          Earth
                          Movement and Flood

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Operating
                          Testing - Excluding stock or material manufactured or processed
                          by the
                          insured

                      
	 	 	 	 	 	
                        25,000

                      	
                        Professional
                          Fees - Plus 50% of the amount recoverable under this coverage
                          in excess of
                          $25,000

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Protection
                          and Preservation of Property

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Related
                          Reported Values

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Rental
                          Insurance

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Research
                          and Development

                      
	 	 	 	 	 	
                        25,000

                      	
                        Combined
                          - Service Interruption

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Incoming
                          services consisting of electricity, gas, fuel, steam, water,
                          refrigeration
                          or from the lack of outgoing sewerage service by reason
                          of any accidental
                          occurrence to the facilities of the supplier of such
                          service

                      
	 	 	 	 	 	 	
                        Excluding
                          Earth Movement in Group A Counties of the New Madrid Seismic
                          Zone and
                          Flood in High Hazard Zone

                      
	 	 	 	 	 	
                        10,000,000

                      	
                        Soft
                          Costs

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Tax
                          Treatment of Profits

                      
	 	 	 	 	 	
                        Policy
                          Limit

                      	
                        Temporary
                          Removal of Property

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Transportation

                      
	 	 	 	 	
                        $

                      	
                        10,000,000

                      	
                        Valuable
                          Papers and Records

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                        Property

                      	 	 	 	 	 	
                        Terrorism
                          Coverage:

                      
	
                        (Continued)

                      	 	 	 	 	 	
                        Terrorism
                          and Non Certified Act of Terrorism*

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Non
                          Certified Act of Terrorism Applies within the United States,
                          its
                          Territories and Possessions, and Puerto Rico

                      
	 	 	 	 	 	 	
                        The
                          Deductible would Apply as Respects Non-Certified Act of
                          Terrorism

                      
	 	 	 	 	 	 	
                        Coverage
                          applies to locations specifically described on the Schedule
                          of Locations
                          at Miscellaneous Unnamed Locations and property covered
                          Miscellaneous
                          Personal Property and Off Premises Storage for Property
                          Under
                          Construction

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Excluding
                          Dependent Time Element, Extended Period of Liability; Ingress/Egress;
                          Protection and Preservation of Property; and Service
                          Interruption

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        These
                          limits shall not include the Actual Cash Value portion
                          of fire damage
                          caused by Terrorism.

                      
	 	 	 	 	 	 	 
	 	 	 	 	
                        $

                      	
                        250,000,000

                      	
                        Property
                          Damage and Time Element Combined

                      
	 	 	 	 	 	 	
                        But
                          not to Exceed:

                      
	 	 	 	 	 	 	 
	 	 	 	 	
                        $

                      	
                        5,000,000

                      	
                        Property
                          Damage and Time Element Combined outside the United States,
                          its
                          Territories and Possessions, and Puerto Rico 

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        For
                          Miscellaneous Personal Property, Miscellaneous Unnamed
                          Locations, Off
                          Premises Storage for Property under Construction and Temporary
                          Removal of
                          Property for Property Damage and Time Element Combined

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        For
                          Flood Property Damage and Time Element combined when caused
                          by or
                          resulting from Terrorism and Non Certified Act of Terrorism
                          Combined

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Time
                          Element limit:

                      
	 	 	 	 	 	 	
                        12
                          month period of liability, subject to the Terrorism and
                          Non Certified Act
                          of Terrorism limit shown above

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Please
                          see policy for Terrorism terms and conditions upon the
                          expiration of the
                          Terrorism Risk Insurance Act of 202

                      
	 	 	 	 	 	 	
                        *
                          Limits shown are policy year aggregates

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Waiting
                          Periods

                      
	 	 	 	 	 	
                        24
                          Hours

                      	
                        Service
                          Interruption

                      
	 	 	 	 	 	
                        48
                          Hours 

                      	
                        Data,
                          Programs or Software Waiting Period - for Malicious Introduction
                          of a
                          Machine Code or Instruction

                      
	 	 	 	 	 	
                        48
                          hours

                      	
                        Computer
                          Systems - Non Physical Damage

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Deductibles

                      
	 	 	 	 	
                        $

                      	
                        100,000

                      	
                        Policy
                          deductible Combined All Coverages

                      
	 	 	 	 	 	 	
                        Except
                          as Follows:

                      
	 	 	 	 	 	
                        2
                          Day Equivalent Combined on All Coverages 

                      	
                        Computer
                          Systems - Non Physical Damage and Data, Programs or Software
                          as respects
                          loss or damage caused by the malicious introduction of
                          a machine code or
                          instruction. Includes all locations where Time Element
                          Loss ensues,
                          subject to a minimum of $100,000

                      
	 	 	 	 	 	
                        Greater
                          of the Policy Deductible, or if applicable, the Location
                          Deductible

                      	
                        Terrorism
                          Coverage and the Actual Cash Value portion of fire damage
                          caused by
                          Terrorism - Per Location

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        As
                          respects locations I the United States, it’s territories and possessions
                          and the Commonwealth of Puerto Rico, upon the expiration
                          of the Terrorism
                          Risk Insurance Act of 2002, the following deductible shall
                          apply:

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	
                        1%

                      	
                        Earthquake
                          in Group A counties of the New Madrid Seismic zone - Per
                          Location - 1%
                          Separate Property

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        Damage/Time
                          Element

                      
	 	 	 	 	 	 	
                        Includes
                          all locations where Time Element loss ensue3s, subject
                          to a minimum of
                          $100,000 USD per location, combined all coverages and a
                          maximum of
                          $1,000,000 per location combined all coverages 

                      
	 	 	 	 	 	 	 
	 	 	 	 	
                        $

                      	
                        100,000

                      	
                        Wind
                          as respects the Northeast Wind Area - Per Location - Combined
                          All
                          Coverages

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	
                        3%

                      	
                        Separate
                          Property Damage/Time Element - Wind as respects the Tier
                          I Wind Area - Per
                          Location

                      
	 	 	 	 	 	 	
                        Includes
                          all Locations where Time Element loss ensues, subject to
                          a minimum of
                          $100,000 per location, Combined All Coverages

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	
                        2%

                      	
                        Separate
                          Property Damage/Time Element - Wind as respects the Tier
                          II Wind Area -
                          Per Location

                      
	 	 	 	 	 	 	
                        Includes
                          all Locations where Time Element loss ensues, subject to
                          a minimum of
                          $100,000 per location, Combined All Coverages

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                        Motor
                          Truck Cargo

                      	
                        Hartford
                          Fire Insurance Company

                      	
                        84MSRY8907K3

                      	
                        4/5/05
                          to 4/5/06

                      	
                        $

                      	
                        250,000

                      	
                        Limit

                      
	
                        $2,525

                      	 	 	 	
                        $

                      	
                        1,000

                      	
                        Deductible

                      
	 	 	 	 	 	 	 
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                         

                      
	 	 	 	 	 	 	 
	
                        Umbrella
                          Liability

                      	
                        American
                          Guarantee

                      	
                        AUC-9378827-02

                      	
                        2/12/06
                          to 2/12/07

                      	
                        $

                      	
                        25,000,000

                      	
                        Per
                          Occurrence

                      
	
                        $460,056

                      	
                        &
                          Liability Insurance Co.

                      	 	 	
                        $

                      	
                        25,000,000

                      	
                        General
                          Aggregate - Per Location

                      
	 	 	 	 	
                        $

                      	
                        25,000,000

                      	
                        Products/Completed
                          Operation Aggregate

                      
	 	 	 	 	 	 	 
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                         

                      
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                         

                      
	
                        Excess
                          Umbrella

                      	
                        Great
                          American Assurance Co.

                      	
                        EXC574971101

                      	
                        2/11/06
                          to 2/12/07

                      	 	
                        0

                      	
                        Limit
                          of Excess Insurance

                      
	
                        $2,525

                      	 	 	 	
                        $

                      	
                        25,000,000

                      	
                        Each
                          occurrence and 

                      
	 	 	 	 	 	
                        25,000,000

                      	
                        In
                          the aggregate, annually, and where applicable, which shall
                          be excess of
                          limits

                      
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                         

                      
	 	 	 	 	
                        $

                      	
                        25,000,000

                      	
                        Each
                          occurrence and 

                      
	 	 	 	 	
                        $

                      	
                        25,000,000

                      	
                        In
                          the aggregate, annually, and where applicable, which, in
                          turn, shall be
                          excess of scheduled primary underlying limits of
                          insurance

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                        Workers’
                          Compensation

                      	
                        Zurich-American
                          Ins. Co.

                      	
                        WC9378818-02

                      	
                        2/13/06
                          to 2/12/07

                      	 	 	
                        Coverage
                          A:

                      
	
                        $2,525

                      	 	
                        AOS-Ded.

                      	 	
                        $

                      	
                        Statutory

                      	
                        AOS,
                          WI

                      
	 	 	 	 	 	
                        25,000,000

                      	
                        OH
                          Excess

                      
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	 	
                         

                      	
                        Coverage
                          B:

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Bodily
                          Injury by Accident - Each Accident 

                      
	 	 	 	 	
                        $

                      	
                        1,000,000

                      	
                        Bodily
                          Injury by Disease - Each Accident 

                      
	 	 	 	 	 	
                        1,000,000

                      	
                        Bodily
                          Injury by Disease - Policy Limit

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                        DEDUCTIBLE:

                      
	 	 	 	 	 	
                        2150

                      	 
	 	 	 	 	 	
                        250,000

                      	
                        Each
                          Accident (Bodily Injury by disease) - AOS, WI

                      
	 	 	 	 	
                        $

                      	
                        25,0000

                      	
                        Each
                          Accident (Bodily Injury by Accident) - AOS, WI

                      
	 	 	 	 	 	 	
                        Allocated
                          Loss Adjustment Expense are included in Deductible amount,
                          but does not
                          erode the policy limits

                      
	 	 	 	 	 	 	
                        SELF-INSURED
                          RETENTION:

                      
	 	 	 	 	
                        $

                      	
                        250,000

                      	
                        Allocated
                          Loss Adjustment Expenses erode the Self-Insu7red Retention
                          -- OH
                          

                      
	
                         

                        Foreign
                          Liability DIC Package

                      	
                         

                        ACE
                          USA Ins. Co.

                      	
                         

                        PHF
                          073610

                      	
                         

                        2/12/06
                          to 2/12/07

                      	 	 	
                         

                        General
                          Liability

                      
	
                         

                        $33,819

                      	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Each
                          Occurrence

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Products/Completed
                          Operations Aggregate

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Personal
                          and Advertising Injury

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Premises
                          Damage Limit (Each Occurrence)

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        10,000

                      	
                         

                        Medical
                          Expense Limit (Any One Person)

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                         

                        Auto
                          Liability

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Each
                          Accident

                      
	 	 	 	 	 	 	
                         

                        (Owned,
                          Hired, and Non-Owned autos covered)

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                         

                        Automobile
                          Medical Payments

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        10,000

                      	
                         

                        Per
                          Person

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        20,000

                      	
                         

                        Per
                          Accident

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                         

                        Hired
                          Auto Physical Damage Coverage 

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000

                      	
                         

                        For
                          Any One Accident

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        10,000

                      	
                         

                        Any
                          One Policy period

                      
	 	 	 	 	 	 	
                         

                        (Hired
                          Auto Covered)

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                         

                        Employee
                          Benefits Liability Endorsement - Claims Made
                          

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Each
                          Claim

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Annual
                          Aggregate

                      
	 	 	 	 	 	 	 
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000

                      	
                         

                        DEDUCTIBLE
                          (Each Claim) -- Employee Benefits

                      
	 	 	 	 	 	 	
                         

                        Employee
                          Dishonesty Coverage

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        5,000

                      	
                         

                        Limit
                          of Insurance

                      
	 	 	 	 	 	 	 
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000

                      	
                         

                        DEDUCTIBLE
                          (Per Occurrence) - Employee Dishonesty

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                         

                        FOREIGN

                      	
                         

                        ACE
                          USA Ins. Co.

                      	
                         

                        PHF
                          073610

                      	
                         

                        2/12/04
                          to 2/12/05

                      	 	 	
                         

                        Money
                          and Securities

                      
	
                         

                        Liability

                         

                        (Continued)

                      	 	 	 	
                         

                        $

                      	
                         

                        5,000

                      	
                         

                        Limit
                          of Insurance - On the Premises

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        5,000

                      	
                         

                        Limit
                          of Insurance - Off the Premises

                      
	 	 	 	 	 	 	 
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000

                      	
                         

                        DEDUCTIBLE
                          (Per Occurrence)

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                         

                        Employers
                          Responsibility Coverages

                      
	 	 	 	 	 	 	
                         

                        Benefits
                          for Voluntary Compensation

                      
	 	 	 	 	 	
                         

                        State
                          of Hire

                      	
                         

                        North
                          Americans

                      
	 	 	 	 	 	
                         

                        Country
                          of Origin

                      	
                         

                        Third
                          Country Nationals

                      
	 	 	 	 	 	
                         

                        Country
                          of Origin

                      	
                         

                        Local
                          Nationals

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                         

                        Executive
                          Assistance (Including Repatriation)

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        500,000

                      	
                         

                        Policy
                          Limit

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                         

                        Employers
                          Liability

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Bodily
                          Injury by Accident - Each Accident 

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Bodily
                          Injury by Disease including by "endemic disease" - Each
                          Employee

                      
	 	 	 	 	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Bodily
                          Injury by Disease including by "endemic disease" - Each
                          Employee

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                         

                        Workplace
                          Violence

                      	
                         

                        Federal
                          Insurance Company

                      	
                         

                        6800-4215

                      	
                         

                        2/12/06
                          to 2/12/07

                      	
                         

                        $

                      	
                         

                        1,000,000

                      	
                         

                        Limit

                      
	
                         

                        $3,000

                      	 	 	 	
                         

                        $

                      	
                         

                        -

                      	
                         

                        DEDUCTIBLE

                      


              

              


               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


               

              Schedule
                3.23 - Alcoa Acquisition Documents

               

              


               

              	1.  	
                      Stock
                        Purchase Agreement among Alcoa Securities Corporation, Alcoa
                        Inc. and Ply
                        Gem Industries, Inc. dated as September 22,
                        2006.

                    


               

              	2.  	
                      Exhibits
                        to Stock Purchase Agreement:

                    


               

              	(i)  	
                      Exhibit
                        A -- Support Services Agreement between Alcoa Inc. and Ply
                        Gem Industries,
                        Inc.

                    


               

              	(ii)  	
                      Exhibit
                        B -- Trademark License Agreement between Alcoa Inc. and Alcoa
                        Home
                        Exteriors, Inc.

                    


               

              	(iii)  	
                      Exhibit
                        C -- Warranty Claims Indemnity Agreement among Alcoa Securities
                        Corporation, Alcoa Inc., Alcoa Home Exteriors, Inc. and Ply
                        Gem
                        Industries, Inc.

                    


               

              	(iv)  	
                      Exhibit
                        D -- Cross-Indemnity Agreement between Ply Gem Industries,
                        Inc., Alcoa
                        Home Exteriors, Inc. and Alcoa Inc.

                    


               

              	3.  	
                      Schedules
                        to Disclosure Letter to Stock Purchase Agreement:
                        

                    


               

              a. Schedule
                1.01(q)(vii) --
                Excluded Assets

               

              b. Schedule
                1.01(r) -- Excluded Liabilities

               

              c. Schedule
                1.01(v) -- Included Assets

               

              d. Schedule
                1.01(z) -- Intercompany Accounts

               

              e. Schedule
                1.01(ii) -- Permitted Real Property Encumbrances

               

              f. Schedule
                1.01(nn) -- Purchaser’s Knowledge

               

              g. Schedule
                1.01(vv) -- Seller’s Knowledge

               

              h. Schedule
                1.01(yy) -- Transferred Domain Name

               

              i. Schedule
                1.01(zz) -- Transferred Patent

               

              j. Schedule
                1.01(aaa) -- Transferred Marks

               

              k. Schedule
                1.01(bbb) -- Working Capital

               

              l. Schedule
                3.01  --
                Basis
                of Financial Statement Presentation

               

              m. Schedule
                4.01 --
                Authorizations, Consents and Approvals
                of Seller

               

              n. Schedule
                4.04(b)(C) -- Governmental Consents of Seller

               

              o. Schedule
                4.04(c) -- Defaults Due To the Transaction 

               

              p. Schedule
                4.05(a)(i) -- Company Marks

               

              q. Schedule
                4.05(a)(ii) -- Company Patents and Copyrights

               

              r. Schedule
                4.05(a)(iii) -- Third Party Marks 

               

              s.
                 Schedule
                4.05(a)(iv) -- Third Party Patent

               

              t. Schedule
                4.05(a)(v) -- Seller Intellectual Property

               

              u. Schedule
                4.05(a)(vi) -- Seller Material Unregistered Intellectual
                Property

               

              v. Schedule
                4.05(b)(i) -- Seller Owned Software and Licensed
                Software

               

              w. Schedule
                4.05(b)(ii) -- All Other Software Used by the
                Company

               

              x. Schedule
                4.05(c) -- Cancelled, Forfeited, Expired or Abandoned
                Company Intellectual Property and Seller Intellectual
                Property 

               

              y. Schedule
                4.06 --
                Exceptions to Title to Company Assets

               

              z. Schedule
                4.07(a) -- Owned Property

               

              a-1. Schedule
                4.07(b) -- Leased Property

               

              b-1. Schedule
                4.07(c) -- Other Real Property Used by the Company

               

              c-1. Schedule
                4.08 --
                Labor
                and Employment Agreements 

               

              d-1. Schedule
                4.09 --
                Litigation and Proceedings

               

              e-1. Schedule
                4.10 --Compliance (excludes Environmental, Tax, Labor,
                and Employee Benefits Compliance Matters 

               

              f-1 Schedule
                4.11 -- Taxes

               

              g-1 Schedule
                4.12 -- Financial Statements

               

              h-1 Schedule
                4.13 -- Contracts

               

              i-1 Schedule
                4.14(a) -- Employee Benefit Plans

               

              j-1 Schedule
                4.14(h) -- Post-Employee Coverage

               

              l-1 Schedule
                4.15 -- Environmental Matters

               

              m-1 Schedule
                4.17(b) -- Products Liability

               

              n-1 Schedule
                4.18 -- Product Warranties

               

              o-1 Schedule
                4.22 -- Material Customers and Suppliers

               

              p-1 Schedule
                4.23 -- Related Party Transactions

               

              q-1 Schedule
                4.24 -- Insurance

               

              r-1 Schedule
                5.01 -- Authorizations, Consents and Approvals of
                Purchaser

               

              s-1 Schedule
                5.03(c) -- Governmental Consents of Purchase 

               

              t-1 Schedule
                8.03 -- Seller Guarantees

               

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


                 

                Schedule
                  4.01(g) - Local Counsel

                 

                


                 

                1. Ohio   Marshall
                  & Melhorn, LLC

                Four
                  Seagate, Eighth Floor

                Toledo,
                  Ohio 43604

                


                2. Missouri
                    Lathrop
                  & Gage L.C.

                2345
                  Grand Boulevard

                Suite
                  2800

                Kansas
                  City, Missouri 64108

                Attn:
                  Scott Long 

                816-460-5806

                 

                3. Pennsylvania  Ballard
                  Spahr Andrews & Ingersoll LLP

                1735
                  Market Street, 51st
                  Floor

                Philadelphia,
                  PA 19103-7599

                Attn:
                  Frederic Clark

                215-665-8500

                 

                4. Mississippi  Brunini,
                  Grantham, Grower & Hewes, PLLC

                1400
                  Trustmark Building

                248
                  East
                  Capitol Street

                Jackson,
                  Mississippi 39201

                Attn:
                  Robert D. Drinkwater

                601-948-3101

                 

                5. North
                  Carolina Helms
                  Mulliss Wicker

                201
                  North
                  Tryon Street

                PO
                  Box
                  31247 (28231)

                Charlotte,
                  NC 28202

                Attn:
                  Manley W. Roberts

                704-343-2000

                 

                6. Tennessee  Ortale,
                  Kelley, Herbert & Crawford

                Third
                  Floor, Noel Place

                200
                  Fourth Avenue North

                PO
                  Box
                  198985 

                Nashville,
                  TN 37219

                Attn:
                  Douglas A. Brace

                615-256-9999

                 

                7. Virginia  McGuireWoods
                  LLP

                One
                  James
                  Center

                901
                  East
                  Cary Street

                Richmond,
                  Virginia 23219-4030

                Attn:
                  Charles R. Swartz

                804-775-1000

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                Schedule
                  4.01(n)(vi) - Landlord Access Agreements

                 

                The
                  following is a list of all properties for which landlord access
                  agreements have
                  been requested: 

                 

                Great
                  Lakes Window, Inc.

                7171
                  Reuthinger Road, Toledo, OH
                  (option)
                  - Lease between John F. LaPlante  and
                  Judith A. LaPlante, Trustees and Great Lakes Window, Inc. dated
                  November
 7,
                  2003.

                 

                745
                  Washington Street, Toledo, OH
                  - Sort
                  Term Tenancy Agreement between  Willis
                  Day, Inc. and Great Lakes Window, Inc. dated July 3, 1995.

                


                Kroy
                  Building Products, Inc. 

                1857-1859
                  Evans Road, Cary, NC
                  -
                  Commercial Lease Agreement between  DRW
                  Investments, LLC and Kroy Building Products, Inc. dated September
                  30,
 2003.

                 

                Variform,
                  Inc.

                1600
                  N. State Rte 291, Carefree Industrial Park, Independence,
                  MO
                  - Lease
 between
                  Woodmen of the World Life Society and Variform, Inc. dated January
 25,
                  2002.

                


                 

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                Schedule
                  4.01(o)(iii) - Title Insurance Amounts

                 

                 Title
                  Policies

                


                
                  	
                           

                           

                          Jurisdiction

                           

                        	
                           

                           

                          Mortgagor
                            on Policy

                           

                        	
                           

                           

                          Policy
                            Date

                           

                        	
                           

                           

                          Policy
                            Number

                           

                        	
                           

                           

                          Title
                            Company

                           

                        	 	
                           

                           

                          Amount

                           

                        
	
                          Mississippi,
                            Lee County

                           

                        	
                          MW
                            Manufacturers Inc.

                          
                          

                        	 	
                          12/13/2004

                          
                          

                        	 	
                          FA-31-593050

                          
                          

                        	 	
                          First
                            American 

                          
                          

                        	 	
                          $

                          
                          

                        	
                          1,157,756

                          
                          

                        	 
	
                          Missouri,
                            Clay County

                           

                        	
                          Ply
                            Gem et al

                          
                          

                        	 	
                          10/12/2004

                          
                          

                        	 	
                          107542MO6

                          
                          

                        	 	
                          First
                            American 

                          
                          

                        	 	
                          $

                          
                          

                        	
                          5,335,200

                          
                          

                        	 
	
                          North
                            Carolina, Columbus County

                           

                        	
                          Ply
                            Gem et al

                          
                          

                        	 	
                          12/03/2004

                          
                          

                        	 	
                          FA-31-947629

                          
                          

                        	 	
                          First
                            American 

                          
                          

                        	 	
                          $

                          
                          

                        	
                          630,000

                          
                          

                        	 
	
                          Pennsylvania,
                            Butler County

                           

                        	
                          Ply
                            Gem et al

                          
                          

                        	 	
                          10/12/2004

                          
                          

                        	 	
                          107542PA5

                          
                          

                        	 	
                          First
                            American 

                          
                          

                        	 	
                          $

                          
                          

                        	
                          5,267,000

                          
                          

                        	 
	
                          Tennessee,
                            Marion County

                           

                        	
                          Variform,
                            Inc.

                          
                          

                        	 	
                          06/21/2005

                          
                          

                        	 	
                          NCS-110873-NY

                          
                          

                        	 	
                          First
                            American 

                          
                          

                        	 	
                          $

                          
                          

                        	
                          7,681,683

                          
                          

                        	 
	
                          Virginia,
                            Franklin County

                           

                        	
                          Ply
                            Gem et al.

                           

                        	 	
                          12/08/2004

                          
                          

                        	 	
                          C294120

                          
                          

                        	 	
                          First
                            American 

                          
                          

                        	 	
                          $

                          
                          

                        	
                          17,650,000

                          
                          

                        	 


                

                


                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                Schedule
                  4.03(p) - LTM Adjustments

                 

                
                  	
                           

                        	
                          AHE
                            Adjustments to EBITDA

                        	 
	
                          
                            ($
                              in thousands)

                          

                        	
                           

                        	 	
                           

                        	 	
                           

                        	 	
                           

                        	 	
                           

                        	 
	
                           

                        	
                           

                        	 	
                           

                        	 	
                           

                        	 	
                           

                        	 	
                           

                        	 
	
                           

                        	
                           

                        	 	
                          Q3
                            2005

                        	 	
                          Q4
                            2005

                        	 	
                          Q1
                            2006

                        	 	
                          Q2
                            2006

                        	 
	
                           

                        	
                           

                        	 	
                           

                        	 	
                           

                        	 	
                           

                        	 	
                           

                        	 
	
                          Alcoa
                            Adjustments

                        	 	 	 	
                          
                          

                        	 	 	
                          
                          

                        	 	 	
                          
                          

                        	 	 	
                          
                          

                        	 
	
                          Pension,
                            SERB and OPEB

                        	 	 	 	
                          1.4

                        	 	 	
                          1.4

                        	 	 	
                          1.4

                        	 	 	
                          1.4

                        	 
	
                          Warranty
                            Expense

                        	 	 	 	
                          -

                        	 	 	
                          1.8

                        	 	 	
                          -

                        	 	 	
                          2.4

                        	 
	
                          LIFO
                            Reserve

                        	 	 	 	
                          0.4

                        	 	 	
                          1.4

                        	 	 	
                          1.7

                        	 	 	
                          (0.8

                        	
                          )

                        
	
                          Credits
                            and Sales Accrued

                        	 	 	 	
                          0.8

                        	 	 	
                          1.0

                        	 	 	
                          -

                        	 	 	
                          0.7

                        	 
	
                          Logistics

                        	 	 	 	
                          1.9

                        	 	 	
                          -

                        	 	 	
                          -

                        	 	 	
                          -

                        	 
	
                          Other
                            Audit Adjustments

                        	 	 	 	
                          (1.1

                        	
                          )

                        	 	
                          2.1

                        	 	 	
                          0.9

                        	 	 	
                          (0.2

                        	
                          )

                        
	
                          Material
                            Variance

                        	 	 	 	
                          0.6

                        	 	 	
                          0.8

                        	 	 	
                          (0.1

                        	
                          )

                        	 	
                          -

                        	 
	
                          Intercompany
                            Hedge

                        	 	 	 	
                          0.7

                        	 	 	
                          0.7

                        	 	 	
                          0.6

                        	 	 	
                          (1.1

                        	
                          )

                        
	
                          Material
                            Cost

                        	 	 	 	
                          -

                        	 	 	
                          -

                        	 	 	
                          (2.5

                        	
                          )

                        	 	
                          (0.9

                        	
                          )

                        
	
                          Hurricane
                            Impact

                        	 	 	 	
                          (0.4

                        	
                          )

                        	 	
                          (0.3

                        	
                          )

                        	 	
                          (0.3

                        	
                          )

                        	 	
                          (0.3

                        	
                          )

                        
	
                          Manufacturing
                            Costs (natural gas hedge)

                        	 	 	 	
                          0.3

                        	 	 	
                          (0.8

                        	
                          )

                        	 	
                          (0.3

                        	
                          )

                        	 	
                          (0.1

                        	
                          )

                        
	
                          Total
                            Alcoa Adjustments

                        	 	 	 	
                          4.6

                        	 	 	
                          8.1

                        	 	 	
                          1.4

                        	 	 	
                          1.1

                        	 


                

                


                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                Schedule
                  6.01(b) - Existing Indebtedness

                 

                 1.   Liability
                  of not in
                  excess of $7,500,000, in connection with the withdrawal by Studley
                  Products,
                  Inc. from the Production Service and Sales District Council Pension
                  Fund.

                 

                2.  Unpaid
                  merger consideration in the amount of $202,760 payable in connection
                  with the
                  merger of AWC Merger Corp. with and into Alenco Holding Corporation
                  effective
                  October 5, 2004.

                 

                


                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                


                  Schedule
                    6.02(c) - Existing
                    Liens

                   

                  
                    	
                            1.
                              

                          	
                            The
                              mortgages, easements, encumbrances and other matters
                              set forth on the
                              schedules to the Title Commitments (as hereinafter
                              defined) and any such
                              matters shown by the Surveys (as hereinafter defined).
                              

                          


                  

                  
                    	 	
                            “Title
                              Commitments”
                              shall mean the following title commitments issued by
                              First American Title
                              Insurance Company and/or First Canadian Title: (i)
                              marked proforma no.
                              NCS-66583-KCTY, dated as of the Closing Date, referring
                              to the premises
                              located in Kearney, Missouri; (ii) marked proforma
                              no. NCS-66795-PHIL,
                              dated as of the Closing Date, referring to the premises
                              located in
                              Valencia, Pennsylvania; (iii) commitment no. NCS-66797-PHIL,
                              dated as of
                              January 7, 2004, referring to the premises located
                              in Sarver,
                              Pennsylvania; (iv) commitment no. 6006878, dated as
                              of January 22, 2004,
                              referring to the premises located in York, Nebraska;
                              (v) commitment no.
                              60414, dated as of December 29, 2004, referring to
                              the premises located in
                              Toledo, Ohio; (vi) marked proforma no. 04-15965, dated
                              as of the Closing
                              Date, referring to the premises located in Fairbluff,
                              North Carolina;
                              (vii) and (x) commitment no. NCS-72988, dated as of
                              January February 16,
                              2004, referring to the premises located in Jasper,
                              Tennessee.
                              

                          


                  

                  
                    	 	
                            “Surveys”
                              shall mean the following land title surveys: (i) Project
                              No. 20040011/Site
                              8, prepared by Bock and Clark Corporation (“B&C”),
                              dated January 23, 2004, depicting the premises located
                              in Kearney,
                              Missouri; (ii) Project No. 20040011/Site 6, dated January
                              21, 2004,
                              prepared by B&C, depicting the premises located in Valencia,
                              Pennsylvania; (iii) Project No. 20040011/Site 11, prepared
                              by B&C,
                              dated January 20, 2004, depicting the premises located
                              in Sarver,
                              Pennsylvania; (iv) Project No. 20040011/Site 4, dated
                              January 23, 2004,
                              depicting the premises located in York, Nebraska; (v)
                              Project No.
                              20040011/Site 3, prepared by B&C, dated January 22, 2004, depicting
                              the premises located in Toledo, Ohio; and (vi) Project
                              No. 20040011/Site
                              5, dated February 16, 2004, prepared by B&C, depicting the premises
                              located in Fairbluff, North Carolina;


                          


                  

                  


                  2. The
                    Liens
                    securing the Indebtedness set forth in Schedules 6.01(b).

                  


                  	3.  	
                          Real
                            Estate Lease and Sale Contract between Season-All Industries,
                            Inc., Gary
                            Carver
                            and Jeffrey Gandee dated September 14, 1993 in respect of 7501 Orr
                            Road,
                            Charlotte, NC; Amendment to Real Estate Lease and Sale
                            Contract dated
                            July 11,
                            1995; Second Amendment to Real Estate Lease and Sale
                            Contract dated
                            January 2,
                            1997; and Third Amendment to Real Estate Lease and Sale
                            Contract
                            dated
                            January 1, 1999.

                        


                  


                  	4.  	
                          See
                            attached table.

                        


                  



                  


                  
                    	
                             

                             

                            Debtor

                             

                          	
                             

                             

                            Jurisdiction

                             

                          	
                            Type
                              of

                             

                            filing found

                             

                          	
                            Secured

                             

                            Party   

                             

                          	
                             

                             

                            Collateral

                             

                          	
                            Original

                             

                            File
                              Date

                             

                          	
                            Original

                             

                            File
                              Number

                             

                          	
                            Amdt.

                             

                            File
                              Date

                             

                          	
                            Amdt.

                             

                            File
                              Number

                             

                          
	
                            Alcoa
                              Building Products, Inc.

                             

                          	
                            Ohio
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Citicorp
                              Vendor Finance, Inc.

                             

                          	
                            Equipment

                             

                          	
                            6/14/2000

                             

                          	
                            AP0247501
                              

                             

                          	
                            6/14/2005

                             

                          	
                            20051650114
                              

                             

                          
	
                            Alcoa
                              Building Products, Inc.

                             

                          	
                            Ohio
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            BASF
                              Corporation

                             

                          	
                            Equipment

                             

                          	
                            4/30/2002

                             

                          	
                            OH00048612891

                             

                          	 	 
	
                            Alcoa
                              Building Products, Inc.

                             

                          	
                            Virginia
                              State Corporation Commission

                             

                          	
                            UCC-1

                             

                          	
                            Citicorp
                              Vendor Finance, Inc.

                             

                          	
                            Equipment

                             

                          	
                            6/13/2000

                             

                          	
                            0006137049

                             

                          	
                            6/9/2005

                             

                          	
                            05060971465

                             

                          
	
                            Alcoa
                              Home Exteriors, Inc.

                             

                          	
                            Ohio
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            FMS
                              Equipment Rentals Inc.

                             

                          	
                            Equipment

                             

                          	
                            10/8/2003

                             

                          	
                            OH00069358230

                             

                          	 	 
	
                            Alcoa
                              Home Exteriors, Inc.

                             

                          	
                            Ohio
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            CIT
                              Communications Finance Corporation

                             

                          	
                            Equipment

                             

                          	
                            3/23/06

                             

                          	
                            OH000100021601

                             

                          	 	 
	
                            Alenco
                              Holding Corporation

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            IBM
                              Credit LLC

                             

                          	
                            Equipment

                             

                          	
                            01/08/2004

                             

                          	
                            40282220

                             

                          	 	 
	
                            Alenco
                              Holding Corporation

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            National
                              City Commercial Capital Corporation

                             

                          	
                            Equipment

                             

                          	
                            08/25/2005

                             

                          	
                            52644699

                             

                          	 	 
	
                            Great
                              Lakes Window, Inc.

                             

                          	
                            Ohio
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Fifth
                              Third Bank, Central Ohio

                             

                            [assignee]

                             

                          	
                            Equipment

                             

                          	
                            06/22/2001

                             

                          	
                            AP350925

                             

                          	 	 
	
                            Great
                              Lakes Window, Inc.

                             

                          	
                            Ohio
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Fifth
                              Third Bank, Central Ohio

                             

                            [assignee]

                             

                          	
                            Equipment

                             

                          	
                            06/22/2001

                             

                          	
                            AP350926

                             

                          	 	 
	
                            Great
                              Lakes Window, Inc.

                             

                          	
                            Ohio
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            LeaseNet
                              Group, Inc.

                             

                          	
                            Equipment

                             

                          	
                            05/07/2004

                             

                          	
                            OH00076984711

                             

                          	 	 
	
                            Great
                              Lakes Window, Inc.

                             

                          	
                            Ohio
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            US
                              Bancorp

                             

                          	
                            Equipment

                             

                          	
                            11/03/2004

                             

                          	
                            OH00083157484

                             

                          	 	 
	
                            Kroy
                              Building Products, Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Wells
                              Fargo Financial

                             

                          	
                            Equipment

                             

                          	
                            10/18/2001

                             

                          	
                            11439442

                             

                          	 	 
	
                            Kroy
                              Building Products, Inc.

                             

                          	
                            Nebraska
                              Business Services Division

                             

                          	
                            UCC-1

                             

                          	
                            General
                              Electric Capital Corporation, Commercial Asset Funding

                             

                            [assignee]

                             

                          	
                            Equipment

                             

                          	
                            03/08/2001

                             

                          	
                            9901122656

                             

                          	 	 
	
                            Kroy
                              Building Products

                             

                          	
                            Nebraska
                              Business Services Division

                             

                          	
                            UCC-1

                             

                          	
                            CIT
                              Technology Financing Services Inc.

                             

                          	
                            Equipment

                             

                          	
                            10/12/2001

                             

                          	
                            9901171649-9

                             

                          	 	 
	
                            Kroy
                              Building Products, Inc.

                             

                          	
                            Nebraska
                              Business Services Division

                             

                          	
                            UCC-1

                             

                          	
                            Wells
                              Fargo Equipment Finance, Inc.

                             

                          	
                            Equipment

                             

                          	
                            05/06/2002

                             

                          	
                            9902213730-5

                             

                          	 	 
	
                            Kroy
                              Building Products, Inc.

                             

                          	
                            Nebraska
                              Business Services Division

                             

                          	
                            UCC-1

                             

                          	
                            American
                              Enterprise Leasing, Inc.

                             

                          	
                            Equipment

                             

                          	
                            01/06/2004

                             

                          	
                            9904311135-6

                             

                          	 	 
	
                            Kroy
                              Building Products, Inc.

                             

                          	
                            Nebraska
                              Business Services Division

                             

                          	
                            UCC
                              Assignment

                             

                          	
                            Leaf
                              Funding, Inc.

                             

                            [assignee]

                             

                          	
                            Equipment

                             

                          	
                            01/06/2004

                             

                          	
                            9904311135-6

                             

                          	
                            02/19/2004

                             

                          	
                            9904318822-0

                             

                          
	
                            Kroy
                              Building Products, Inc.

                             

                          	
                            Nebraska,
                              York County

                             

                          	
                            UCC-1

                             

                          	
                            General
                              Electric Capital Corporation, Commercial Asset Funding

                             

                            [assignee]

                             

                          	
                            Equipment

                             

                          	
                            03/08/2001

                             

                          	
                            Book
                              340, P. 367

                             

                          	 	 
	
                            MW
                              Manufacturers Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            IOS
                              Capital, LLC

                             

                          	
                            Equipment

                             

                          	
                            05/21/2003

                             

                          	
                            31292484

                             

                          	 	 
	
                            MW
                              Manufacturers Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            IOS
                              Capital, LLC

                             

                          	
                            Equipment

                             

                          	
                            07/07/2003

                             

                          	
                            31711822

                             

                          	 	 
	
                            MW
                              Manufacturers Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            CCA
                              Financial, LLC

                             

                          	
                            Equipment

                             

                          	
                            07/08/2003

                             

                          	
                            31718991

                             

                          	 	 
	
                            MW
                              Manufacturers Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            IOS
                              Capital

                             

                          	
                            Equipment

                             

                          	
                            10/08/2003

                             

                          	
                            32732082

                             

                          	 	 
	
                            MW
                              Manufacturers Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Atlas
                              Copco Compressors Inc.

                             

                          	
                            Equipment

                             

                          	
                            04/27/2004

                             

                          	
                            41169293

                             

                          	 	 
	
                            MW
                              Manufacturers Inc.

                             

                          	
                            Virginia
                              SCC

                             

                          	
                            UCC-1

                             

                          	
                            CIT
                              Communications Finance Corporation

                             

                          	
                            Equipment

                             

                          	
                            09/17/2003

                             

                          	
                            03091772238

                             

                          	 	 
	
                            MW
                              Manufacturers Inc. (Defendant)

                             

                          	
                            Virginia
                              U.S. Western District Court

                             

                          	
                            Suit
                              re: civil rights, jobs

                             

                          	
                            Carolyn
                              James (Plaintiff)

                             

                          	
                            $100,000

                             

                          	
                            10/11/2005

                             

                          	
                            7:05-cv-00624-jct

                             

                          	 	 
	
                            MW
                              Manufacturers, Inc.

                             

                          	
                            Virginia,
                              Franklin County Circuit Court

                             

                            (Real
                              estate records)

                             

                          	
                            UCC-1

                             

                          	
                            The
                              Royal Bank of Scotland plc. as Collateral Agent

                             

                          	
                            Fixtures

                             

                          	
                            02/19/2004

                             

                          	
                            0400000011

                             

                          	 	 
	
                            Napco
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Toyota
                              Motor Credit Corporation

                             

                          	
                            Equipment

                             

                          	
                            04/18/2002

                             

                          	
                            21140833

                             

                          	 	 
	
                            Napco,
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Raymond
                              Leasing Corporation

                             

                          	
                            Equipment

                             

                          	
                            05/29/2002

                             

                          	
                            21596786

                             

                          	 	 
	
                            Napco
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Toyota
                              Motor Credit Corporation

                             

                          	
                            Equipment

                             

                          	
                            08/06/2002

                             

                          	
                            22052771

                             

                          	 	 
	
                            Napco,
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Raymond
                              Leasing Corporation

                             

                          	
                            Equipment

                             

                          	
                            02/12/2003

                             

                          	
                            30623044

                             

                          	 	 
	
                            Napco
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            National
                              City Leasing Corporation

                             

                          	
                            Equipment

                             

                          	
                            05/14/2003

                             

                          	
                            31531790

                             

                          	 	 
	
                            Napco,
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Toyota
                              Motor Credit Corporation

                             

                          	
                            Equipment

                             

                          	
                            12/18/2003

                             

                          	
                            33345231

                             

                          	 	 
	
                            Napco,
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            NMHG
                              Financial Services, Inc.

                             

                          	
                            Equipment

                             

                          	
                            01/13/2004

                             

                          	
                            40090151

                             

                          	 	 
	
                            Napco,
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            US
                              Bancorp

                             

                          	
                            Equipment

                             

                          	
                            11/02/2004

                             

                          	
                            43079482

                             

                          	 	 
	
                            Napco,
                              Inc.

                             

                          	
                            Delaware
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Raymond
                              Leasing Corporation

                             

                          	
                            Equipment

                             

                          	
                            11/18/2005

                             

                          	
                            53661114

                             

                          	 	 
	
                            Napco,
                              Inc.

                             

                          	
                            Pennsylvania
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            The
                              CIT Group/ Equipment Financing, Inc.

                             

                            [assignee]

                             

                          	
                            Equipment

                             

                          	
                            10/10/1996

                             

                          	
                            25940845

                             

                          	 	 
	
                            Napco,
                              Inc.

                             

                          	
                            Pennsylvania
                              SOS

                             

                          	
                            UCC
                              Continuation

                             

                          	
                            The
                              CIT Group/ Equipment Financing, Inc.

                             

                            [assignee]

                             

                          	
                            Equipment

                             

                          	
                            10/10/1996

                             

                          	
                            25940845

                             

                          	
                            06/26/2001

                             

                          	
                            34100224

                             

                          
	
                            Napco,
                              Inc.

                             

                          	
                            Pennsylvania
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            CFC
                              Investment Company

                             

                          	
                            Equipment

                             

                          	
                            04/08/2002

                             

                          	
                            36100385

                             

                          	 	 
	
                            Napco
                              Inc.

                             

                          	
                            Pennsylvania
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            CFC
                              Investment Company

                             

                          	
                            Equipment

                             

                          	
                            07/05/2002

                             

                          	
                            36420652

                             

                          	 	 
	
                            Napco

                             

                          	
                            Pennsylvania
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            International
                              Material Control Systems, Inc.

                             

                          	
                            Equipment

                             

                          	
                            08/19/2002

                             

                          	
                            36551024

                             

                          	 	 
	
                            Napco
                              Inc.

                             

                          	
                            Pennsylvania
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Motion
                              Industries Inc.

                             

                          	
                            Consigned
                              inventory

                             

                          	
                            08/15/2003

                             

                          	
                            20030777299

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611070

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611070

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126449

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611181

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611181

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126447

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611414

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611414

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126445

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611525

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611525

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126442

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611636

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611636

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126441

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611858

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611858

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126439

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611969

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007611969

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126401

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007612091

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007612091

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126402

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007612213

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007612213

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126404

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007612324

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007612324

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126405

                             

                          
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC-1

                             

                          	
                            Mobilease,
                              Inc.

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007621192

                             

                          	 	 
	
                            New
                              Alenco Window, Ltd.

                             

                          	
                            Texas
                              SOS

                             

                          	
                            UCC
                              Amendment

                             

                            Adds
                              secured party 

                             

                          	
                            Mobilease,
                              Inc. and Hibernia National Bank

                             

                          	
                            Equipment

                             

                          	
                            03/10/2005

                             

                          	
                            05-0007621192

                             

                          	
                            04/21/2005

                             

                          	
                            05-00126407

                             

                          


                  

                

              

            

            

              
                	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Mobilease,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621203

                         

                      	 	 
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC
                          Amendment

                         

                        Adds
                          secured party 

                         

                      	
                        Mobilease,
                          Inc. and Hibernia National Bank

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621203

                         

                      	
                        04/21/2005

                         

                      	
                        05-00126410

                         

                      
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Mobilease,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621314

                         

                      	 	 
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC
                          Amendment

                         

                        Adds
                          secured party 

                         

                      	
                        Mobilease,
                          Inc. and Hibernia National Bank

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621314

                         

                      	
                        04/21/2005

                         

                      	
                        05-00126412

                         

                      
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Mobilease,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621425

                         

                      	 	 
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC
                          Amendment

                         

                        Adds
                          secured party 

                         

                      	
                        Mobilease,
                          Inc. and Hibernia National Bank

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621425

                         

                      	
                        04/21/2005

                         

                      	
                        05-00126413

                         

                      
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Mobilease,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621536

                         

                      	 	 
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC
                          Amendment

                         

                        Adds
                          secured party 

                         

                      	
                        Mobilease,
                          Inc. and Hibernia National Bank

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621536

                         

                      	
                        04/21/2005

                         

                      	
                        05-00126415

                         

                      
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Mobilease,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621869

                         

                      	 	 
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC
                          Amendment

                         

                        Adds
                          secured party 

                         

                      	
                        Mobilease,
                          Inc. and Hibernia National Bank

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621869

                         

                      	
                        04/21/2005

                         

                      	
                        05-00126416

                         

                      
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Mobilease,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621970

                         

                      	 	 
	
                        New
                          Alenco Window, Ltd.

                         

                      	
                        Texas
                          SOS

                         

                      	
                        UCC
                          Amendment

                         

                        Adds
                          secured party 

                         

                      	
                        Mobilease,
                          Inc. and Hibernia National Bank

                         

                      	
                        Equipment

                         

                      	
                        03/10/2005

                         

                      	
                        05-0007621970

                         

                      	
                        04/21/2005

                         

                      	
                        05-00126417

                         

                      
	
                        Patriot
                          Manufacturing, Inc.

                         

                      	
                        New
                          Jersey Dept. of Treasury Commercial Recording

                         

                      	
                        UCC-1

                         

                      	
                        Leasevest
                          Capital Corp.

                         

                      	
                        Equipment

                         

                      	
                        08/05/1999

                         

                      	
                        1922271

                         

                      	 	 
	
                        Patriot
                          Manufacturing, Inc.

                         

                      	
                        New
                          Jersey Dept. of Treasury Commercial Recording

                         

                      	
                        UCC
                          Continuation

                         

                      	
                        Leasevest
                          Capital Corp.

                         

                      	
                        Equipment

                         

                      	
                        08/05/1999

                         

                      	
                        1922271

                         

                      	
                        08/04/2004

                         

                      	
                        1922271

                         

                      
	
                        Patriot
                          Manufacturing, Inc.

                         

                      	
                        New
                          Jersey Dept. of Treasury Commercial Recording

                         

                      	
                        UCC-1

                         

                      	
                        Associates
                          Commercial Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/16/2001

                         

                      	
                        2030719

                         

                      	 	 
	
                        Patriot
                          Manufacturing, Inc.

                         

                      	
                        New
                          Jersey Dept. of Treasury Commercial Recording

                         

                      	
                        UCC-1

                         

                      	
                        IBM
                          Credit LLC

                         

                      	
                        Equipment

                         

                      	
                        10/08/2003

                         

                      	
                        21835506

                         

                      	 	 
	
                        Ply
                          Gem Industries, Inc.

                         

                      	
                        Delaware
                          SOS

                         

                      	
                        In-Lieu
                          UCC-1

                         

                      	
                        PNC
                          Bank, Ohio, N.A., as Trustee and Fifth Third Bank of Northwestern
                          Ohio

                         

                      	
                        Mortgaged
                          property (original filing in Wood County, Ohio)

                         

                      	
                        09/05/2001

                         

                      	
                        11108104

                         

                      	 	 
	
                        Ply
                          Gem Industries, Inc.

                         

                      	
                        Delaware
                          SOS

                         

                      	
                        UCC
                          Assignment

                         

                      	
                        Chase
                          Manhattan Trust Company, N.A. 

                         

                        [Assignee]

                         

                      	
                        Mortgaged
                          property (original filing in Wood County, Ohio)

                         

                      	
                        09/05/2001

                         

                      	
                        11108104

                         

                      	
                        02/08/2002

                         

                      	
                        20565154

                         

                      
	
                        Ply
                          Gem Industries, Inc.

                         

                      	
                        Delaware
                          SOS

                         

                      	
                        In-Lieu
                          UCC-1

                         

                      	
                        Chase
                          Manhattan Trust Company, N.A.

                         

                      	
                        Mortgaged
                          property (original filing in Ohio SOS)

                         

                      	
                        12/12/2001

                         

                      	
                        20173231

                         

                      	 	 
	
                        Ply
                          Gem Industries, Inc.

                         

                      	
                        Delaware
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        General
                          Electric Capital Corporation

                         

                      	
                        Equipment

                         

                      	
                        08/30/2004

                         

                      	
                        42435743

                         

                      	 	 
	
                        Variform,
                          Inc. (Defendant)

                         

                      	
                        Maryland
                          U.S. Northern District Court

                         

                      	
                        Suit
                          re: diversity, breach of contract

                         

                      	
                        D.M.
                          Bowman, Inc. (Plaintiff)

                         

                      	
                        $359,000

                         

                      	
                        04/01/2005

                         

                      	
                        1:05-cv-00892-BEL

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Wells
                          Fargo Financial

                         

                      	
                        Equipment

                         

                      	
                        01/02/2001

                         

                      	
                        20018070700A

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Wells
                          Fargo Financial

                         

                      	
                        Equipment

                         

                      	
                        01/02/2001

                         

                      	
                        20018070702C

                         

                      	 	 
	
                        Variform

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Conseco
                          Finance Vendor Services

                         

                        [assignee]

                         

                      	
                        Equipment

                         

                      	
                        02/09/2001

                         

                      	
                        4133063

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corp. 

                         

                        [assignee]

                         

                      	
                        Equipment

                         

                      	
                        06/04/2001

                         

                      	
                        4172405

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        07/19/2001

                         

                      	
                        2001-8004652

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Clune
                          Equipment Leasing, LC

                         

                      	
                        Equipment

                         

                      	
                        12/17/2001

                         

                      	
                        20018066392C

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Telimagine,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        12/31/2001

                         

                      	
                        20018070520A

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Telimagine,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        12/31/2001

                         

                      	
                        20018070560A

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/08/2002

                         

                      	
                        20020035745G

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Winthrop
                          Resources Corporation

                         

                      	
                        Equipment

                         

                      	
                        05/02/2002

                         

                      	
                        20020061726H

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        06/21/2002

                         

                      	
                        20020061463E

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Winthrop
                          Resources Corporation

                         

                      	
                        Equipment

                         

                      	
                        11/12/2002

                         

                      	
                        20020123632B

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Dell
                          Financial Services

                         

                      	
                        Equipment

                         

                      	
                        02/03/2003

                         

                      	
                        20030011455B

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/17/2003

                         

                      	
                        20030026774B

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        General
                          Electric Capital Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/19/2003

                         

                      	
                        20030027871A

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Winthrop
                          Resources Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/31/2003

                         

                      	
                        20030033179K

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        04/11/2003

                         

                      	
                        20030037810F

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        05/30/2003

                         

                      	
                        20030037438C

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        GATX
                          Technology Services Corporation

                         

                      	
                        Equipment

                         

                      	
                        08/04/2003

                         

                      	
                        20030080735K

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC
                          Amendment

                         

                        Restates
                          collateral

                         

                      	
                        GATX
                          Technology Services Corporation

                         

                      	
                        Equipment

                         

                      	
                        08/04/2003

                         

                      	
                        20030080735K

                         

                      	
                        10/06/2003

                         

                      	
                        20030104278J

                         

                      
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Toyota
                          Motor Credit Corporation

                         

                      	
                        Equipment

                         

                      	
                        11/13/2003

                         

                      	
                        20030117425G

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Winthrop
                          Resources Corporation

                         

                      	
                        Equipment

                         

                      	
                        11/21/2003

                         

                      	
                        20030120423J

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Telimagine,
                          Inc.

                         

                      	
                        Equipment

                         

                      	
                        01/05/2004

                         

                      	
                        20040000440F

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        GATX
                          Technology Services Corporation

                         

                      	
                        Equipment

                         

                      	
                        01/30/2004

                         

                      	
                        20040010757H

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/19/2004

                         

                      	
                        20040029243H

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        General
                          Electric Capital Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/26/2004

                         

                      	
                        20040032061K

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        06/08/2004

                         

                      	
                        20040062058J

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        General
                          Electric Capital Corporation

                         

                      	
                        Equipment

                         

                      	
                        11/11/2004

                         

                      	
                        20040118069B

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Winthrop
                          Resources Corporation

                         

                      	
                        Equipment

                         

                      	
                        01/06/2005

                         

                      	
                        20050004786C

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        02/17/2005

                         

                      	
                        20050016313B

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        02/17/2005

                         

                      	
                        20050016314C

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        04/21/2005

                         

                      	
                        20050043026C

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation

                         

                      	
                        Equipment

                         

                      	
                        06/23/2005

                         

                      	
                        20050066037M

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Toyota
                          Motor Credit Corporation

                         

                      	
                        Equipment

                         

                      	
                        08/08/2005

                         

                      	
                        20050081465B

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Winthrop
                          Resources Corporation

                         

                      	
                        Equipment

                         

                      	
                        12/01/2005

                         

                      	
                        20050120610J

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        ADCO
                          Technology Solutions, LLC

                         

                      	
                        Equipment

                         

                      	
                        01/24/2006

                         

                      	
                        20060011029B

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        ADCO
                          Technology Solutions, LLC

                         

                      	
                        Equipment

                         

                      	
                        01/24/2006

                         

                      	
                        20060011030E

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        ADCO
                          Technology Solutions, LLC

                         

                      	
                        Equipment

                         

                      	
                        01/24/2006

                         

                      	
                        20060011032G

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        ADCO
                          Technology Solutions, LLC

                         

                      	
                        Equipment

                         

                      	
                        01/24/2006

                         

                      	
                        20060011033H

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        ADCO
                          Technology Solutions, LLC

                         

                      	
                        Equipment

                         

                      	
                        01/24/2006

                         

                      	
                        20060011034J

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        ADCO
                          Technology Solutions, LLC

                         

                      	
                        Equipment

                         

                      	
                        01/24/2006

                         

                      	
                        20060011035K

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Missouri
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        ADCO
                          Technology Solutions, LLC

                         

                      	
                        Equipment

                         

                      	
                        01/24/2006

                         

                      	
                        20060011036M

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Tennessee
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation 

                         

                        [assignee]

                         

                      	
                        Equipment

                         

                      	
                        04/10/2001

                         

                      	
                        101-023651

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Tennessee
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation 

                         

                      	
                        Equipment

                         

                      	
                        08/13/2001

                         

                      	
                        201-076118

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Tennessee
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Green
                          Tree Vendor Services Grp

                         

                        [assignee]

                         

                      	
                        Equipment

                         

                      	
                        01/21/2000

                         

                      	
                        300-004512

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Tennessee
                          SOS

                         

                      	
                        UCC
                          Assignment

                         

                      	
                        Wells
                          Fargo Financial Leasing, Inc.

                         

                        [assignee]

                         

                      	
                        Equipment

                         

                      	
                        01/21/2000

                         

                      	
                        300-004512

                         

                      	
                        02/12/2001

                         

                      	
                        201-051392

                         

                      
	
                        Variform,
                          Inc.

                         

                      	
                        Tennessee
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Pitney
                          Bowes Credit Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/31/2000

                         

                      	
                        300-018892

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Tennessee
                          SOS

                         

                      	
                        UCC-1

                         

                      	
                        Raymond
                          Leasing Corporation 

                         

                        [assignee]

                         

                      	
                        Equipment

                         

                      	
                        11/03/2000

                         

                      	
                        300-059595

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        Tennessee,
                          Marion County Register of Deeds

                         

                        (Real
                          estate records)

                         

                      	
                        UCC-1

                         

                      	
                        General
                          Electric Capital Corporation

                         

                      	
                        Equipment

                         

                      	
                        03/19/2003

                         

                      	
                        70927;
                          Book 320, P. 549

                         

                      	 	 
	
                        Variform,
                          Inc.

                         

                      	
                        West
                          Virginia, Berkeley County

                         

                        (Real
                          estate records)

                         

                      	
                        UCC-1

                         

                      	
                        General
                          Electric Capital Corporation

                         

                      	
                        Equipment

                         

                      	 	
                        Book
                          01215, P.539

                         

                      	 	 


              

              


              


              


               

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


                


                 

                


                 


                
                  
                    
                    

                  

                  
                    
                    

                  

                  
                    
                    

                  

                


                Schedule
                  6.04(b) - Existing Investments

                 

                None.

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                Schedule
                  6.09(n) - Existing Affiliate Agreements

                 

                
                  None.

                   

                   

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                EXHIBIT
                  A

                 

                [Form
                  of]

                ADMINISTRATIVE
                  QUESTIONNAIRE

                 

                
                  	
                          ADMINISTRATIVE
                            QUESTIONNAIRE—PLY GEM INDUSTRIES, INC.

                           

                        
	
                           

                          Lending
                            Institution:  

                           

                        
	
                          Name
                            for Signature Pages:   

                           

                          Will
                            sign Credit Agreement: �

                           

                          Will
                            come via Assignment: �
                            Number of Days post-closing:  

                           

                        
	
                          Name
                            for Signature Blocks:  

                           

                        
	
                          Name
                            for Publicity:  

                           

                        
	
                          Address:  

                           

                        
	
                          Main
                            Telephone:  

                           

                          Telex
                            No./Answer back:  

                           

                        
	 
	
                           

                          CONTACT-Credit          Name:

                           

                                              Address:

                           

                           

                                              Telephone:

                           

                                              Fax:

                           

                          CONTACT-OperationsName:

                           

                           

                                              Address:

                           

                           

                                              Telephone:

                           

                                              Fax:

                           

                        
	
                           

                          PAYMENT
                            INSTRUCTIONS

                        
	
                           

                          Bank
                            Name:  

                        
	
                          ABA/Routing
                            No.:  

                        
	
                          Account
                            Name:  

                        
	
                          Account
                            No.:  

                        
	
                          For
                            further credit:  

                        
	
                          Account
                            No.:  

                        
	
                          Attention:  

                        
	
                          Reference:  

                           

                        
	
                           

                          UBS
                            AG, STAMFORD BRANCH, ADMINISTRATIVE DETAILS

                        
	
                           

                          UBS
                            AG, Stamford Branch

                          677
                            Washington Boulevard

                          Stamford,
                            Connecticut 06901

                          Main
                            Telephone: (203) 719-3000

                        	
                           

                          Account
                            Administrator

                          Attn:
                            Brian Costa

                          Tel: (203)
                            719-6403

                          Fax:
                             (203)
                            719-4176

                        	
                           

                          Secondary
                            Contact

                          Attn:
                            Juan Zuniga

                          Tel:
                             (203)
                            719-5993

                          Fax: (203)
                            719-4176

                        
	
                           

                          Wire
                            Instructions:

                        	
                           

                          The
                            Agent’s wire instructions will be disclosed at the time of
                            closing.

                        


                

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                EXHIBIT
                  B

                 

                [Form
                  of]

                ASSIGNMENT
                  AND ASSUMPTION

                


                This
                  Assignment and Assumption (the “Assignment
                  and Assumption”)
                  is
                  dated as of the Effective Date set forth below and is entered into
                  by and
                  between [Insert
                  name of Assignor]
                  (the
“Assignor”)
                  and
                  [Insert
                  name of Assignee]
                  (the
“Assignee”).
                  Capitalized terms used but not defined herein shall have the meanings
                  given to
                  them in the Credit Agreement identified below (as amended, the
“Credit
                  Agreement”),
                  receipt of a copy of which is hereby acknowledged by the Assignee.
                  The Standard
                  Terms and Conditions set forth in Annex 1 attached hereto are hereby
                  agreed to
                  and incorporated herein by reference and made a part of this Assignment
                  and
                  Assumption as if set forth herein in full.

                


                For
                  an
                  agreed consideration, the Assignor hereby irrevocably sells and
                  assigns to the
                  Assignee, and the Assignee hereby irrevocably purchases and assumes
                  from the
                  Assignor, subject to and in accordance with the Standard Terms
                  and Conditions
                  and the Credit Agreement, as of the Effective Date inserted by
                  the
                  Administrative Agent as contemplated below, (i) all of the Assignor’s rights and
                  obligations in its capacity as a Lender under the Credit Agreement
                  and any other
                  documents or instruments delivered pursuant thereto to the extent
                  related to the
                  amount and percentage interest identified below of all of such
                  outstanding
                  rights and obligations of the Assignor under the respective facilities
                  identified below and (ii) to the extent permitted to be assigned
                  under
                  applicable law, all claims, suits, causes of action and any other
                  right of the
                  Assignor (in its capacity as a Lender) against any Person, whether
                  known or
                  unknown, arising under or in connection with the Credit Agreement,
                  any other
                  documents or instruments delivered pursuant thereto or the loan
                  transactions
                  governed thereby or in any way based on or related to any of the
                  foregoing,
                  including, but not limited to, contract claims, tort claims, malpractice
                  claims,
                  statutory claims and all other claims at law or in equity related
                  to the rights
                  and obligations sold and assigned pursuant to clause (i) above
                  (the rights and
                  obligations sold and assigned pursuant to clauses (i) and (ii)
                  above being
                  referred to herein collectively as, the “Assigned
                  Interest”).
                  Such
                  sale and assignment is without recourse to the Assignor and, except
                  as expressly
                  provided in this Assignment and Assumption, without representation
                  or warranty
                  by the Assignor.

                


                1. Assignor:  ______________________________

                


                2. Assignee:  ______________________________

                [and
                  is
                  an Affiliate/Lender Affiliate of [identify
                  Lender]1 ]

                


                3. Borrowers:  Ply
                  Gem
                  Industries, Inc. and CWD Windows and Doors, Inc.   

                


                4. Administrative
                  Agent: UBS
                  AG,
                  Stamford Branch, as the administrative agent under the Credit
                  Agreement

                


                

                  

                  
                    1  Select
                      as
                      applicable.

                  

                

              

               

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              

                


                5. Credit
                  Agreement: The
                  Credit Agreement dated as of October 31, 2006 (as amended, amended and
                  restated, supplemented or otherwise modified from time to time)
                  among PLY GEM
                  INDUSTRIES, INC., a Delaware corporation (“Borrower”),
                  PLY
                  GEM HOLDINGS, INC. a Delaware corporation (“Parent”),
                  the
                  Subsidiary Guarantors (such term and each other capitalized term
                  used but not
                  defined herein having the meaning given to it in Article I
                  of the
                  Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE
                  BANK SECURITIES
                  INC., as joint lead arrangers and bookrunners (in such capacity,
“Joint
                  Lead Arrangers”),
                  J.P.
                  MORGAN SECURITIES INC., as co-arranger (in such capacity, “Co-Arranger”),
                  JPMORGAN CHASE BANK, N.A., as documentation agent (in such capacity,
                  “Documentation
                  Agent”),
                  DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity,
                  “Syndication
                  Agent”),
                  and
                  UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
                  “Administrative
                  Agent”)
                  for
                  the Lenders and as collateral agent (in such capacity, “Collateral
                  Agent”)
                  for
                  the Secured Parties.

                


                6. 
                  Assigned
                  Interest:

                


                
                  	
                          Facility
                            Assigned

                        	
                          Aggregate
                            Amount of Commitment/Loans for all Lenders

                        	
                          Amount
                            of Commitment/Loans Assigned2

                        	
                          Percentage
                            Assigned of Commitment/Loans3 

                        
	
                          Loans

                        	
                          $

                        	
                          $

                        	
                          %

                        


                

                


                


                


                [Page
                  break]

                 

                 

                

                
                   

                  2  Amount
                    to
                    be adjusted by the counterparties to take into account any payments
                    or
                    prepayments made between the Trade Date and the Effective Date.

                   

                

                
                  3  Set
                    forth, to at least 9 decimals, as a percentage of the Commitment/Loans
                    of all
                    Lenders thereunder.


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  



                Effective
                  Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE
                  AGENT AND WHICH
                  SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
                  THEREFOR.]4 

                


                The
                  terms
                  set forth in this Assignment and Assumption are hereby agreed to:

                


                ASSIGNOR

                [NAME
                  OF
                  ASSIGNOR]

                


                By:______________________________

                Title:

                


                ASSIGNEE

                [NAME
                  OF
                  ASSIGNEE]

                


                By:______________________________

                Title:

                Consented
                  to and Accepted:

                 

                PLY
                  GEM
                  INDUSTRIES, INC.5 

                 

                 

                By:   

                    Name: 

                    Title: 

                 

                 

                UBS
                  AG,
                  STAMFORD BRANCH,

                as
                  Administrative Agent 

                 

                 

                By:   

                    Name: 

                    Title: 

                 

                By:   

                 

                Name:

                    Title:

                 

                
                   

                  

                  
                     

                  

                

                 

                
                  
                    4 This
                      date
                      may not be fewer than 5 Business days after the date of assignment
                      unless the
                      Administrative Agent otherwise agrees.

                     

                  

                  
                    5 To
                      be
                      completed to the extent consent is required under Section 11.04(b).

                     

                  

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                ANNEX
                  1
                  to Assignment and Assumption

                


                PLY
                  GEM
                  INDUSTRIES, INC. 

                CREDIT
                  AGREEMENT 

                


                STANDARD
                  TERMS AND CONDITIONS FOR

                ASSIGNMENT
                  AND ASSUMPTION

                 

                1.
                  Representations
                  and Warranties.

                


                1.1
                  Assignor.
                  The
                  Assignor (a) represents and warrants that (i) it is the legal and
                  beneficial
                  owner of the Assigned Interest, (ii) the Assigned Interest is free
                  and clear of
                  any lien, encumbrance or other adverse claim and (iii) it has full
                  power and
                  authority, and has taken all action necessary, to execute and deliver
                  this
                  Assignment and Assumption and to consummate the transactions contemplated
                  hereby; and (b) assumes no responsibility with respect to (i) any
                  statements,
                  warranties or representations made in or in connection with the
                  Credit Agreement
                  or any other Loan Document, (ii) the execution, legality, validity,
                  enforceability, genuineness, sufficiency or value of the Credit
                  Documents or any
                  collateral thereunder, (iii) the financial condition of Parent,
                  each of the
                  Borrowers, any of their Subsidiaries or Affiliates or any other
                  person obligated
                  in respect of any Loan Document or (iv) the performance or observance
                  by Parent,
                  each of the Borrowers, any of their Subsidiaries or Affiliates
                  or any other
                  person of any of their respective obligations under any Loan
                  Document.

                


                1.2.
                  Assignee.
                  The
                  Assignee (a) represents and warrants that (i) it has full power
                  and authority,
                  and has taken all action necessary, to execute and deliver this
                  Assignment and
                  Assumption and to consummate the transactions contemplated hereby
                  and to become
                  a Lender under the Credit Agreement, (ii) it meets all requirements
                  of an
                  assignee under the Credit Agreement (subject to receipt of such
                  consents as may
                  be required under the Credit Agreement), (iii) from and after the
                  Effective
                  Date, it shall be bound by the provisions of the Credit Agreement
                  as a Lender
                  thereunder and, to the extent of the Assigned Interest, shall have
                  the
                  obligations of a Lender thereunder, (iv) it has received a copy
                  of the Credit
                  Agreement, together with copies of the most recent financial statements
                  delivered pursuant to Sections 4.01(c) or 5.01 thereof, as applicable,
                  and such
                  other documents and information as it has deemed appropriate to
                  make its own
                  credit analysis and decision to enter into this Assignment and
                  Assumption and to
                  purchase the Assigned Interest on the basis of which it has made
                  such analysis
                  and decision independently and without reliance on the Administrative
                  Agent or
                  any other Lender, (v) if it is not already a Lender under the Credit
                  Agreement,
                  attached to the Assignment and Assumption an Administrative Questionnaire
                  in the
                  form of Exhibit
                  A
                  to the
                  Credit Agreement, (vi) the Administrative Agent has received a
                  processing and
                  recordation fee of $3,500 as of the Effective Date and (vii) if
                  it is a Foreign
                  Lender, attached to the Assignment and Assumption is any documentation
                  required
                  to be delivered by it pursuant to Section 2.15 of the Credit Agreement,
                  duly
                  completed and executed by the Assignee; and (b) agrees that (i)
                  it will,
                  independently and without reliance on the Administrative Agent,
                  the Assignor or
                  any other Lender, and based on such documents and information as
                  it shall deem
                  appropriate at the time, continue to make its own credit decisions
                  in taking or
                  not taking action under the Loan Documents, and (ii) it will perform
                  in
                  accordance with their terms all of the obligations that by the
                  terms of the Loan
                  Documents are required to be performed by it as a Lender.

                


                2.
                  Payments.
                  From
                  and after the Effective Date, the Administrative Agent shall make
                  all payments
                  in respect of the Assigned Interest (including payments of principal,
                  interest,
                  fees and other amounts) to the Assignor for amounts that have accrued
                  to but
                  excluding the Effective Date and to the Assignee for amounts that
                  have accrued
                  from and after the Effective Date.

                


                3.
                  General
                  Provisions.
                  This
                  Assignment and Assumption shall be binding upon, and inure to the
                  benefit of,
                  the parties hereto and their respective successors and assigns.
                  This Assignment
                  and Assumption may be executed in any number of counterparts, which
                  together
                  shall constitute one instrument. Delivery
                  of an executed counterpart of a signature page of this Assignment
                  and
                  Assumption
                  by
                  telecopy shall be effective as delivery of a manually executed
                  counterpart of
                  this Assignment
                  and
                  Assumption.
                  This
                  Assignment and Assumption shall be construed in accordance with
                  and governed by,
                  the law of the State of New York without regard to conflicts of
                  principles of
                  law that would require the application of the laws of another
                  jurisdiction.

                

                  
                     

                  

                  
 

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

              EXHIBIT
                C

               

              [Form
                of]

              BORROWING
                REQUEST

               

              UBS
                AG,
                Stamford Branch, 

              as
                Administrative Agent for

              the
                Lenders referred to below,

              677
                Washington Boulevard

              Stamford,
                Connecticut 06901

               

              Attention:
                [                 ]

               

              Re:
                PLY
                GEM INDUSTRIES, INC.

              [Date]

               

              Ladies
                and Gentlemen:

               

              Reference
                is made to the Credit Agreement dated as of October 31, 2006 (as
                amended,
                amended and restated, supplemented or otherwise modified from time
                to time, the
“Credit
                Agreement”)
                among
                PLY GEM INDUSTRIES, INC., a Delaware corporation (“Borrower”),
                PLY
                GEM HOLDINGS, INC., a Delaware corporation (“Parent”),
                the
                Subsidiary Guarantors (such term and each other capitalized term
                used but not
                defined herein having the meaning given it in Article I
                of the
                Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE BANK
                SECURITIES
                INC., as joint lead arrangers and bookrunners (in such capacity,
“Joint
                Lead Arrangers”),
                J.P.
                MORGAN SECURITIES INC., as co-arranger (in such capacity, “Co-Arranger”),
                JPMORGAN CHASE BANK, N.A., as documentation agent (in such capacity,
                “Documentation
                Agent”),
                DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity,
                “Syndication
                Agent”),
                and
                UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
                “Administrative
                Agent”)
                for
                the Lenders and as collateral agent (in such capacity, “Collateral
                Agent”)
                for
                the Secured Parties. Borrower hereby gives you notice pursuant to
                Section 2.03 of the Credit Agreement that it requests a Borrowing under the
                Credit Agreement, and in that connection sets forth below the terms
                on which
                such Borrowing is requested to be made:

               

              
                	
                        (A) Class
                          of Borrowing

                      	
                        [Existing
                          Term Loan Borrowing]

                         

                      
	
                        (B) Principal
                          amount of

                        Borrowing1 

                      	 
	
                        (C) Date
                          of Borrowing

                        (which
                          is a Business Day)

                      	 
	
                        (D Type
                          of Borrowing

                      	
                        [ABR]
                          [Eurodollar]

                         

                      
	
                        (E) Interest
                          Period and the last day thereof2 

                      	 
	
                        (F) Funds
                          are requested to be disbursed to Borrower’s account with 

                        UBS
                          AG, Stamford Branch (Account No.    ).

                      


              

              


              Borrower
                hereby represents and warrants that the conditions to lending specified
                in
                Sections 4.02(b), (c) and (d) of the Credit Agreement are satisfied as of
                the date hereof.

               

              [Signature
                Page Follows]

               

              


              PLY
                GEM
                INDUSTRIES, INC.

               

              By:   

              Name: 

              Title: 

              


              

                

                
                  1 ABR
                    and
                    Eurodollar Loans must be in an amount that is at least $2.5 million
                    and an
                    integral multiple of $500,000 or equal to the remaining available
                    balance of the
                    applicable Commitments.

                   

                

                
                  2 Shall
                    be
                    subject to the definition of “Interest
                    Period”
in
                    the
                    Credit Agreement.

                   

                

              

              


               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              EXHIBIT
                D

               

              [Form
                of]

               

              COMPLIANCE
                CERTIFICATE

               

              I,
                [          ], the [Financial
                Officer] of BORROWER (in such capacity and not in my individual capacity),
                hereby certify that, with respect to that certain Credit Agreement
                dated as of
                October 31, 2006 (as it may be amended, modified, extended or restated
                from time
                to time, the “Credit
                Agreement”;
                all of
                the defined terms in the Credit Agreement are incorporated herein
                by reference)
                among PLY GEM INDUSTRIES, INC., a Delaware corporation (“Borrower”),
                PLY
                GEM HOLDINGS, INC., a Delaware corporation (“Parent”),
                the
                Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC and DEUTSCHE
                BANK
                SECURITIES INC., as joint lead arrangers and bookrunners (in such
                capacity,
“Joint
                Lead Arrangers”),
                J.P.
                MORGAN SECURITIES INC., as co-arranger (in such capacity, “Co-Arranger”),
                JPMORGAN CHASE BANK, N.A., as documentation agent (in such capacity,
                “Documentation
                Agent”),
                DEUTSCHE BANK SECURITIES INC., as syndication agent (in such capacity,
                “Syndication
                Agent”),
                and
                UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
                “Administrative
                Agent”)
                for
                the Lenders and as collateral agent (in such capacity, “Collateral
                Agent”)
                for
                the Secured Parties:

               

              a. [Attached
                hereto as Schedule
                1
                are
                detailed calculations1 
                demonstrating compliance by Borrower with Sections 6.07(f) and 6.10
                of the
                Credit Agreement. Borrower is in compliance with such Sections as
                of the date
                hereof.] [Attached hereto as Schedule
                2
                are
                detailed calculations setting forth the Borrower’s Excess Cash
                Flow.]2
                [Attached hereto as Schedule
                3
                is the
                report of [accounting firm].]3 

               

              b. The
                Borrower was in compliance with each of the covenants set forth in
                Section 6.10
                of the Credit Agreement at all times during and since
                [                         ].

               

              c. No
                Default has occurred under the Credit Agreement which has not been
                previously
                disclosed, in writing, to the Administrative Agent pursuant to a
                Compliance
                Certificate.4 

               

            

             

             

            

              

              
                1 To
                  accompany annual and quarterly financial statements only. Which
                  calculations
                  shall be in reasonable detail satisfactory to the Administrative
                  Agent.


                 

              

              
                2 To
                  accompany annual financial statements only.

                 

              

              
                3 To
                  accompany annual financial statements only. The report must opine
                  or certify
                  that, with respect to its regular audit of such financial statements,
                  which
                  audit was conducted in accordance with GAAP, the accounting firm
                  obtained no
                  knowledge that any Default, insofar as it relates to financial
                  or accounting
                  matters, has occurred or, if in the opinion of such accounting
                  firm such a
                  Default has occurred, specifying the nature and extent thereof.


                 

              

              
                4 If
                  a
                  Default shall have occurred, an explanation specifying the nature
                  and extent of
                  such Default shall be provided on a separate page together with
                  an explanation
                  of the corrective action taken or proposed to be taken with respect
                  thereto.

              

            

             

             

             

             

             

             

            
              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Dated
                this [ ] day of
                [                 ],
                20[  ].

               

              PLY
                GEM
                INDUSTRIES, INC.

               

              


               

               

              By:    

                                              Name: 

                                              Title: 

               

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                   

                

              

              
                SCHEDULE
                  1

                 

                Financial
                  Covenants

                 

                


                
                  	 	
                          (A) Total
                            Leverage Ratio: Consolidated Indebtedness to Consolidated
                            EBITDA

                           

                        	 
	 	
                          Consolidated
                            Indebtedness for the four quarter period ended

                          [     ],
                            20[
                            ]

                        	 
	 	
                          Consolidated
                            EBITDA

                           

                        	 
	 	
                          Consolidated
                            Indebtedness to Consolidated EBITDA

                        	
                          [
                            ]:1.00

                           

                        
	 	
                          Covenant
                            Requirement

                           

                        	
                          No
                            more than [    ]:1.00

                           

                        
	 	
                          (B) Consolidated
                            Interest Coverage Ratio: Consolidated EBITDA to Cash
                            Interest
                            Expense

                           

                        	 
	 	
                          Consolidated
                            EBITDA

                        	 
	 	
                          Consolidated
                            Interest Expense:5

                           

                        	 
	 	
                          The
                            sum of:

                           

                        	 
	 	
                          (a)
                            imputed interest on Capital Lease Obligations of Borrower
                            or any of its
                            Subsidiaries;

                           

                        	 
	 	
                          (b)
                            commissions, discounts and other fees and charges owed
                            by of Borrower and
                            its Subsidiaries with respect to letters of credit securing
                            financial
                            obligations, bankers’ acceptance financing and receivables
                            financings;

                           

                        	 
	 	
                          (c)
                            amortization of debt issuance costs, debt discount or
                            premium and other
                            financing fees and expenses incurred by Borrower or any
                            of its
                            Subsidiaries;

                           

                        	 
	 	
                          (d)
                            cash contributions to any employee stock ownership plan
                            or similar trust
                            made by Borrower or any of its Subsidiaries to the extent
                            such
                            contributions are used by such plan or trust to pay interest
                            or fees to
                            any person (other than Borrower or a Wholly Owned Subsidiary)
                            in
                            connection with Indebtedness incurred by such plan or
                            trust;

                           

                        	 
	 	
                          (e)
                            all interest paid or payable with respect to discontinued
                            operations of
                            Borrower or any of its Subsidiaries;

                           

                        	 
	 	
                          (f)
                            the interest portion of any deferred payment obligations
                            of Borrower or
                            any of its Subsidiaries;

                           

                        	 
	 	
                          (g)
                            all interest on any Indebtedness of the Borrower or any
                            of its
                            Subsidiaries of the type described in clause (f) or (j) of the
                            definition of “Indebtedness”;

                        	 
	 	
                          less:

                        	 
	 	
                          (x)
                            interest on any debt paid by the increase in the principal
                            amount of such
                            debt including by issuance of additional debt of such
                            kind 

                           

                        	 
	 	
                          (y)
                            items described in clause (c) or, other than to the extent
                            paid in cash,
                            clauses (f) and (g) above

                           

                        	 
	 	
                          Cash
                            Interest Expense

                           

                        	 
	 	
                          Consolidated
                            EBITDA to Cash Interest

                                  Expense

                        	
                           

                          [
                            ]:1.00

                           

                        
	 	
                          Covenant
                            Requirement

                        	
                          Greater
                            than or equal to [    ]:1.00

                           

                        
	 	
                          (C) Capital
                            Expenditures

                           

                        	 
	 	
                          Capital
                            Expenditures made

                           

                        	 
	 	
                          Capital
                            Expenditures permitted

                           

                        	 
	 	
                          CapEx
                            Carryforward Amount

                           

                        	 
	 	
                          Net
                            Cash Proceeds of Excluded Issuances

                           

                        	 
	 	
                          Covenant
                            Requirement

                           

                        	
                          No
                            more than [    ]6 

                           

                        
	 	
                          (D) Excluded
                            Issuances

                           

                          Uses:
                            

                           

                        	
                          -________________

                           

                        


                

                

                  

                  
                    5 Calculated
                      on a Pro Forma Basis for the Acquisition, the Alenco Acquisition,
                      the Alcoa
                      Acquisition, any Permitted Acquisitions, each Permitted Sale
                      and Leaseback
                      Transaction and other Asset Sales in excess of $3.0 million

                     

                  

                  
                    6 Add
                      total
                      from previous three items.

                  

                

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                   

                

                 

                [SCHEDULE
                  2]

                 

                
                  	 	
                          Excess
                            Cash Flow Calculation:

                           

                        	 
	 	
                          Consolidated
                            EBITDA for fiscal year ended
                            [          ],
                            20[  ], minus

                        	 
	 	
                          (a)
                            Debt Service for such Excess Cash Flow Period actually
                            paid during such
                            Excess Cash Flow Period;

                        	 
	 	
                          (b)
                            Capital Expenditures during such Excess Cash Flow Period
                            (excluding
                            Capital Expenditures made in such Excess Cash Flow Period
                            where a
                            certificate in the form contemplated by the following
                            clause (c) was
                            previously delivered) that are paid in cash;

                        	 
	 	
                          (c)
                            (x) Capital Expenditures that Borrower or any of its
                            Subsidiaries shall,
                            during such Excess Cash Flow Period, become obligated
                            to make but that are
                            not made during such Excess Cash Flow Period; provided
                            that a certificate is delivered in accordance with the
                            Credit Agreement or
                            (y) the CapEx Carryforward Amount for such Excess Cash
                            Flow Period less
                            the CapEx Carryforward Amount from the prior Excess Cash
                            Flow Period that
                            is not used in such Excess Cash Flow Period;

                        	 
	 	
                          (d)
                            the aggregate amount of investments made in cash during
                            such period
                            pursuant to Sections 6.04(e),
                            (i),
                            (j),
                            (k)
                            and (m)
                            (other than investments made with Excluded Issuances;

                        	 
	 	
                          (e)
                            taxes of Borrower and its Subsidiaries that were paid
                            in cash during such
                            Excess Cash Flow Period or will be paid within six months
                            after the end of
                            such Excess Cash Flow Period and for which reserves have
                            been
                            established;

                        	
                           

                           

                        
	 	
                          (f)
                            Permitted Tax Distributions that are paid during the
                            respective Excess
                            Cash Flow Period or will be paid within six months after
                            the close of such
                            Excess Cash Flow Period;

                        	 
	 	
                          (g)
                            the absolute value of the difference, if negative, of
                            the amount of Net
                            Working Capital at the end of the prior Excess Cash Flow
                            Period over the
                            amount of Net Working Capital at the end of such Excess
                            Cash Flow
                            Period;

                        	 
	 	
                          (h)
                            losses excluded from the calculation of Consolidated
                            Net Income by
                            operation of clause (c) or (g) of the definition thereof that are
                            paid in cash during such Excess Cash Flow Period;

                        	 
	
                        	
                          (i)
                            to the extent added to determine Consolidated EBITDA,
                            costs and expenses
                            incurred in connection with the Alenco Acquisition and
                            the Alcoa
                            Acquisition;

                        	 
	 	
                          (j)
                            to the extent added to determine Consolidated EBITDA,
                            all items that did
                            not result from a cash payment during such Excess Cash
                            Flow Period;
                            

                        	 
	 	
                          (k)
                            permanent repayments and prepayments of Indebtedness
                            (other than the
                            Obligations) made by Borrower and its Subsidiaries during
                            such fiscal year
                            to the extent funded with internally generated funds;7 

                        	 
	 	
                          plus:
                            

                        	
                        
	 	
                          (i)
                            the difference, if positive, of the amount of Net Working
                            Capital at the
                            end of the prior Excess Cash Flow Period over the amount
                            of Net Working
                            Capital at the end of such Excess Cash Flow Period

                        	 
	 	
                          (ii)
                            all proceeds received during such Excess Cash Flow Period
                            of any
                            Indebtedness to the extent used to finance any Capital
                            Expenditure (other
                            than Indebtedness under the Credit Agreement to the extent
                            there is no
                            corresponding deduction to Excess Cash Flow above in
                            respect of the use of
                            such borrowings);

                        	 
	 	
                          (iii)
                            to the extent any permitted Capital Expenditures referred
                            to in (c) above
                            do not occur in the Excess Cash Flow Period specified
                            in the certificate
                            of Borrower provided pursuant to (c) above, such amounts
                            of Capital
                            Expenditures that were not so made in the Excess Cash
                            Flow Period
                            specified in such certificates;

                        	 
	 	
                          (iv)
                            any return of capital on or in respect of investments
                            received in cash
                            during such period other than proceeds of an Asset Sale,
                            which investments
                            were made pursuant to Section 6.04(e),
                            (i),
                            (j),
                            (k)
                            or
                            (m)
                            (other than investments made from Excluded Issuances);


                        	 
	 	
                          (v)
                            income or gain excluded from the calculation of Consolidated
                            Net Income by
                            operation of clause (c) or (g) of the definition thereof that is
                            realized in cash during such Excess Cash Flow Period
                            (except to the extent
                            such gain is subject to Section 2.10);

                        	 
	 	
                          (vi)
                            if deducted in the computation of Consolidated EBITDA,
                            interest income;
                            and

                        	 
	 	
                          (vii)
                            to the extent subtracted in determining Consolidated
                            EBITDA, all items
                            that did not result from a cash payment by Borrower or
                            any of its
                            Subsidiaries on a consolidated basis during such Excess
                            Cash Flow
                            Period.

                        	 
	 	
                          Excess
                            Cash Flow

                           

                        	
                        


                

                


                

                  

                  
                     

                  

                  
                    7 Any
                      amount deducted pursuant of any of the foregoing clauses that
                      will be paid after
                      the close of such Excess Cash Flow Period shall not be deducted
                      again in a
                      subsequent Excess Cash Flow Period

                     

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    


                    EXHIBIT
                      E

                    [Form
                      of]

                    INTEREST
                      ELECTION REQUEST

                    
 

                    [INTENTIONALLY
                      OMITTED]

                    


                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    


                    EXHIBIT
                      F

                     

                    [Form
                      of]

                     

                    JOINDER
                      AGREEMENT

                     

                    Reference
                      is made to the Credit Agreement, dated as of October 31, 2006
                      (as amended,
                      amended and restated, supplemented or otherwise modified from
                      time to time, the
“Credit
                      Agreement”)
                      among
                      PLY GEM INDUSTRIES, INC., a Delaware corporation (“Borrower”),
                      PLY
                      GEM HOLDINGS, INC., a Delaware corporation (“Parent”),
                      the
                      Subsidiary Guarantors (such term and each other capitalized
                      term used but not
                      defined herein having the meaning given it in Article I
                      of the
                      Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE
                      BANK SECURITIES
                      INC., as joint lead arrangers and bookrunners (in such capacity,
“Joint
                      Lead Arrangers”),
                      J.P.
                      MORGAN SECURITIES INC., as co-arranger (in such capacity, “Co-Arranger”),
                      JPMORGAN CHASE BANK, N.A., as documentation agent (in such
                      capacity,
“Documentation
                      Agent”),
                      DEUTSCHE BANK SECURITIES INC., as syndication agent (in such
                      capacity,
“Syndication
                      Agent”),
                      and
                      UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
                      “Administrative
                      Agent”)
                      for
                      the Lenders and as collateral agent (in such capacity, “Collateral
                      Agent”)
                      for
                      the Secured Parties.

                     

                    W
                      I T N E S S E T H:

                     

                    WHEREAS,
                      the Guarantors have entered into the Credit Agreement and the
                      Security Agreement
                      in order to induce the Lenders to make the Loans;

                     

                    WHEREAS,
                      pursuant to Section 5.10[(b)][(c)] of the Credit Agreement
                      each Subsidiary
                      (other than certain Foreign Subsidiaries and any Non-Guarantor
                      Subsidiary) that
                      was not in existence on the date of the Credit Agreement is
                      required to become a
                      Guarantor under the Credit Agreement by executing a Joinder
                      Agreement. The
                      undersigned Subsidiary (the “New
                      Guarantor”)
                      is
                      executing this joinder agreement (“Joinder
                      Agreement”)
                      to the
                      Credit Agreement as consideration for the Loans previously
                      made.

                     

                    NOW,
                      THEREFORE, the Administrative Agent, Collateral Agent and the
                      New Guarantor
                      hereby agree as follows:

                     

                    1. Guarantee.
                      In
                      accordance with Section 5.10(b) of the Credit Agreement, the
                      New Guarantor by
                      its signature below becomes a Guarantor under the Credit Agreement
                      with the same
                      force and effect as if originally named therein as such a Guarantor
                      and hereby
                      guarantees the prompt payment in full of the Obligations. 

                     

                    2. Representations
                      and Warranties.
                      The New
                      Guarantor hereby (a) agrees to all the terms and provisions
                      of the Credit
                      Agreement applicable to it as such a Guarantor thereunder and
                      (b) represents and
                      warrants that the representations and warranties made by it
                      as a Guarantor
                      thereunder are true and correct in all material respects (except
                      that any
                      representation and warranty that is qualified as to “materiality” or “Material
                      Adverse Effect” shall be true and correct in all respects) on and as of the
                      date
                      hereof, except to the extent such representations expressly
                      relate to an earlier
                      date. Each reference to a Guarantor in the Credit Agreement
                      shall be deemed to
                      include the New Guarantor. The New Guarantor hereby attaches
                      supplements to each
                      of the schedules to the Credit Agreement applicable to it.


                     

                    3. Severability.
                      Any
                      provision of this Joinder Agreement which is prohibited or
                      unenforceable in any
                      jurisdiction shall, as to such jurisdiction, be ineffective
                      to the extent of
                      such prohibition or unenforceability without invalidating the
                      remaining
                      provisions hereof, and any such prohibition or unenforceability
                      in any
                      jurisdiction shall not invalidate or render unenforceable such
                      provision in any
                      other jurisdiction.

                     

                    4. Counterparts.
                      This
                      Joinder Agreement may be executed in counterparts, each of
                      which shall
                      constitute an original. Delivery of an executed signature page
                      to this Joinder
                      Agreement by facsimile transmission shall be as effective as
                      delivery of a
                      manually executed counterpart of this Joinder Agreement. 

                     

                    5. No
                      Waiver.
                      Except
                      as expressly supplemented hereby, the Credit Agreement shall
                      remain in full
                      force and effect.

                     

                    6. Notices.
                      All
                      notices, requests and demands to or upon the New Guarantor,
                      any Agent or any
                      Lender shall be governed by the terms of Section 11.01 of the
                      Credit
                      Agreement.

                     

                    7. Governing
                      Law.
                      THIS
                      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
                      SHALL BE
                      CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
                      STATE OF NEW YORK,
                      WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
                      THE
                      APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

                     

                    [Signature
                      Pages Follow]

                    


                    
                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                    


                    IN
                      WITNESS WHEREOF, the undersigned have caused this Joinder Agreement
                      to be duly
                      executed and delivered by their duly authorized officers as
                      of the day and year
                      first above written.

                     

                    [NEW
                      GUARANTOR]

                     

                    By:   

                    Name: 

                    Title: 

                    Address
                      for Notices:

                     

                    


                     

                    


                     

                    


                     

                    


                     

                    


                     

                    UBS
                      AG,
                      STAMFORD BRANCH, as

                                                    Administrative
                      Agent
                      and Collateral Agent

                     

                    By:   

                    Name: 

                    Title: 

                    By:   

                    Name: 

                    Title: 

                    


                    
                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                    


                    [Note:
                      Schedules to be attached.]

                    


                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    


                    EXHIBIT
                      G

                     

                    [Form
                      of]

                    LANDLORD
                      ACCESS AGREEMENT

                     

                    [Provided
                      under Separate Cover]

                     

                    


                    


                    
                      
                        
                          
                             

                            G-

                          

                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                          
                          

                        

                      

                    

                    



                    EXHIBIT H

                     

                    [Intentionally
                      Omitted]

                    


                    


                    
                      
                        
                          
                             

                            H-

                          

                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                          
                          

                        

                      

                    

                    



                    EXHIBIT
                      I

                     

                    [Form
                      of]

                     

                    LENDER
                      ADDENDUM

                     

                    Reference
                      is made to the Credit Agreement dated as of October 31, 2006
                      (as amended,
                      amended and restated, supplemented or otherwise modified from
                      time to time, the
“Credit
                      Agreement”)
                      among
                      PLY GEM INDUSTRIES, INC., a Delaware corporation (“Borrower”),
                      PLY
                      GEM HOLDINGS, INC., a Delaware corporation (“Parent”),
                      the
                      Subsidiary Guarantors (such term and each other capitalized
                      term used but not
                      defined herein having the meaning given it in Article I
                      of the
                      Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE
                      BANK SECURITIES
                      INC., as joint lead arrangers and bookrunners (in such capacity,
“Joint
                      Lead Arrangers”),
                      J.P.
                      MORGAN SECURITIES INC., as co-arranger (in such capacity, “Co-Arranger”),
                      JPMORGAN CHASE BANK, N.A., as documentation agent (in such
                      capacity,
“Documentation
                      Agent”),
                      DEUTSCHE BANK SECURITIES INC., as syndication agent (in such
                      capacity,
“Syndication
                      Agent”),
                      and
                      UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
                      “Administrative
                      Agent”)
                      for
                      the Lenders and as collateral agent (in such capacity, “Collateral
                      Agent”)
                      for
                      the Secured Parties.

                     

                    Upon
                      execution and delivery of this Lender Addendum by the parties
                      hereto as provided
                      in Section 11.14 of the Credit Agreement, the undersigned hereby
                      becomes a
                      Lender thereunder having the Commitment set forth in Schedule
                      1 hereto,
                      effective as of the Closing Date.

                     

                    THIS
                      LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND
                      GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD
                      TO CONFLICTS OF
                      LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS
                      OF ANOTHER
                      JURISDICTION. 

                     

                    This
                      Lender Addendum may be executed by one or more of the parties
                      hereto on any
                      number of separate counterparts, and all of said counterparts
                      taken together
                      shall be deemed to constitute one and the same instrument.
                      Delivery of an
                      executed signature page hereof by facsimile transmission shall
                      be effective as
                      delivery of a manually executed counterpart hereof.

                     

                    


                    
                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                    


                    IN
                      WITNESS WHEREOF, the parties hereto have caused this Lender
                      Addendum to be duly
                      executed and delivered by their proper and duly authorized
                      officers as of this
     
                      day of
                      [  ],
                      200[ ].

                     

                     

                     

                     

                     

                    as
                      a
                      Lender

                                                         [Please
                      type legal name of Lender
                      above]

                     

                     

                     

                     

                    By:

                    Name:

                    Title:

                     

                    [If
                      second signature is necessary:]

                     

                     

                     

                    By:

                    Name:

                    Title:

                     

                    


                    
                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                    


                    Accepted
                      and agreed:

                     

                    [PLY
                      GEM
                      INDUSTRIES, INC.]

                     

                    By:____________________________

                    Name:

                    Title:

                     

                     

                     

                    UBS
                      AG,
                      STAMFORD BRANCH, as

                    Administrative
                      Agent

                     

                    By:__________________________

                    Name:

                    Title:

                     

                    By:__________________________

                    Name:

                    Title:

                     

                    


                    
                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                    


                    Schedule
                      1

                     

                    COMMITMENTS
                      AND NOTICE ADDRESS

                     

                    

                      
                        	
                                1.

                              	
                                Name
                                  of Lender:

                              	 	 
	 	
                                Notice
                                  Address:

                              	 	 
	 	 	 	 
	 	 	 	 
	 	
                                Attention:

                              	 	 
	 	
                                Telephone:

                              	 	 
	 	
                                Fascimile:

                              	 	 
	 	 	 	
                                 

                              
	
                                2.

                              	
                                Loan
                                  commitment:

                              	 	 
	
                                 

                              	 	 	 
	 	 	 	 


                      

                    

                     

                     

                     

                     

                    


                     

                    


                     

                    


                    
                      
                        
                          
                             

                            I-

                          

                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                          
                          

                        

                      

                    

                    



                    EXHIBIT
                      J-1

                     

                    [Form
                      of]

                    MORTGAGE

                     

                    [Provided
                      under Separate Cover]

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    


                    EXHIBIT
                      J-2

                     

                    [Form
                      of]

                    LEASEHOLD
                      MORTGAGE

                    


                    [Provided
                      under Separate Cover]

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    


                    EXHIBIT
                      K

                     

                    [Form
                      of]

                    SECOND
                      TERM NOTE

                     

                    $_________________New
                      York,
                      New York

                    [Date]

                     

                    FOR
                      VALUE
                      RECEIVED, the undersigned, PLY GEM INDUSTRIES, INC., a Delaware
                      corporation
                      (“Borrower”),
                      hereby promises to pay to the order of
                      [                                    ]
                      (the “Lender”)
                      on the
                      Maturity Date (as defined in the Credit Agreement referred
                      to below), in lawful
                      money of the United States and in immediately available funds,
                      the principal
                      amount of the lesser of (a) ____________ DOLLARS ($____________) and
                      (b) the aggregate unpaid principal amount of all Loans of the Lender
                      outstanding under the Credit Agreement referred to below. Borrower
                      further
                      agrees to pay interest in like money at such office specified
                      in Section 2.14 of
                      the Credit Agreement on the unpaid principal amount hereof
                      from time to time
                      from the date hereof at the rates, and on the dates, specified
                      in Section 2.06
                      of such Credit Agreement. 

                     

                    The
                      holder of this Note may endorse and attach a schedule to reflect
                      the date, Type
                      and amount of each Loan of the Lender outstanding under the
                      Credit Agreement,
                      the date and amount of each payment or prepayment of principal
                      hereof, and the
                      date of each interest rate conversion or continuation pursuant
                      to Section 2.08
                      of the Credit Agreement and the principal amount subject thereto;
provided
                      that the
                      failure of the Lender to make any such recordation (or any
                      error in such
                      recordation) shall not affect the obligations of the Borrower
                      hereunder or under
                      the Credit Agreement.

                     

                    This
                      Note
                      is one of the Notes referred to in the Credit Agreement dated
                      as of October 31,
                      2006 (as amended, amended and restated, supplemented or otherwise
                      modified from
                      time to time, the “Credit
                      Agreement”),
                      among
                      the Borrower, PLY GEM HOLDINGS, INC., a Delaware corporation
                      (“Parent”),
                      the
                      Subsidiary Guarantors (such term and each other capitalized
                      term used but not
                      defined herein having the meaning given to it in Article I
                      of the
                      Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE
                      BANK SECURITIES
                      INC., as joint lead arrangers and bookrunners (in such capacity,
“Joint
                      Lead Arrangers”),
                      J.P.
                      MORGAN SECURITIES INC., as co-arranger (in such capacity, “Co-Arranger”),
                      JPMORGAN CHASE BANK, N.A., as documentation agent (in such
                      capacity,
“Documentation
                      Agent”),
                      DEUTSCHE BANK SECURITIES INC., as syndication agent (in such
                      capacity,
“Syndication
                      Agent”),
                      and
                      UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
                      “Administrative
                      Agent”)
                      for
                      the Lenders and as collateral agent (in such capacity, “Collateral
                      Agent”)
                      for
                      the Secured Parties is subject to the provisions thereof and
                      is subject to
                      optional and mandatory prepayment in whole or in part as provided
                      therein. Terms
                      used herein which are defined in the Credit Agreement shall
                      have such defined
                      meanings unless otherwise defined herein or unless the context
                      otherwise
                      requires.

                     

                    This
                      Note
                      is secured and guaranteed as provided in the Credit Agreement
                      and the Security
                      Documents. Reference is hereby made to the Credit Agreement
                      and the Security
                      Documents for a description of the properties and assets in
                      which a security
                      interest has been granted, the nature and extent of the security
                      and guarantees,
                      the terms and conditions upon which the security interest and
                      each guarantee was
                      granted and the rights of the holder of this Note in respect
                      thereof.


                     

                    Upon
                      the
                      occurrence of any one or more of the Events of Default specified
                      in the Credit
                      Agreement, all amounts then remaining unpaid on this Note shall
                      become, or may
                      be declared to be, immediately due and payable, all as provided
                      therein.

                     

                    All
                      parties now and hereafter liable with respect to this Note,
                      whether maker,
                      principal, surety, guarantor, endorser or otherwise, hereby
                      waive presentment,
                      demand, protest and all other notices of any kind.

                     

                    THIS
                      NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS
                      OF THE CREDIT
                      AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER
                      MAINTAINED BY
                      THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT
                      AGREEMENT.

                     

                    THIS
                      NOTE SHALL BE CONSTRUED IN ACCORDANCE
                      WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
                      REGARD TO
                      CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION
                      OF THE LAWS OF
                      ANOTHER JURISDICTION.

                     

                    [Signature
                      Page Follows]

                     

                    


                    
                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                    


                    PLY
                      GEM
                      INDUSTRIES, INC.,

                     

                    as
                      Borrower

                     

                    By:   

                    Name: 

                    Title:

                    


                  

                  
                    


                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    EXHIBIT
                      L-1

                     

                    [Form
                      of]

                    PERFECTION
                      CERTIFICATE

                    [Provided
                      under Separate Cover]

                    


                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    EXHIBIT
                      L-2

                     

                    [Form
                      of]

                    PERFECTION
                      CERTIFICATE SUPPLEMENT

                    


                    [Provided
                      under Separate Cover]

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    

                      EXHIBIT
                        M

                       

                      [Form
                        of]

                      SECURITY
                        AGREEMENT

                       

                      [Provided
                        under Separate Cover]

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      EXHIBIT
                        N

                       

                      [Form
                        of]

                      OPINION
                        OF COMPANY COUNSEL

                       

                      [Provided
                        under Separate Cover]

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      EXHIBIT
                        N-2

                       

                      [Form
                        of]

                      OPINION
                        OF LOCAL COUNSEL

                       

                      [Provided
                        under Separate Cover]

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      EXHIBIT O

                       

                      [Form
                        of]

                       

                      SOLVENCY
                        CERTIFICATE

                       

                      I,
                        the
                        undersigned, [financial officer] of PLY GEM INDUSTRIES, INC.,
                        a Delaware
                        corporation (“Borrower”),
                        DO
                        HEREBY CERTIFY on
                        behalf
                        of Borrower that:

                       

                      1. This
                        Certificate is furnished pursuant to Section 4.03(d) of the
                        Credit Agreement,
                        (as in effect on the date of this Certificate) the capitalized
                        terms defined
                        therein being used herein as therein defined) dated as of
                        October 31, 2006 among
                        Borrower, PLY GEM HOLDINGS, INC., a Delaware corporation
                        (“Parent”),
                        the
                        Subsidiary Guarantors (such term and each other capitalized
                        term used but not
                        defined herein having the meaning given to it in Article I
                        of the
                        Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE
                        BANK SECURITIES
                        INC., as joint lead arrangers and bookrunners (in such capacity,
“Joint
                        Lead Arrangers”),
                        J.P.
                        MORGAN SECURITIES INC., as co-arranger (in such capacity,
“Co-Arranger”),
                        JPMORGAN CHASE BANK, N.A., as documentation agent (in such
                        capacity,
“Documentation
                        Agent”),
                        DEUTSCHE BANK SECURITIES INC., as syndication agent (in such
                        capacity,
“Syndication
                        Agent”),
                        and
                        UBS AG, STAMFORD BRANCH, as administrative agent (in such
                        capacity,
“Administrative
                        Agent”)
                        for
                        the Lenders and as collateral agent (in such capacity, “Collateral
                        Agent”)
                        for
                        the Secured Parties (as from time to time in effect, the
“Credit
                        Agreement”).
                        

                       

                      2. Immediately
                        following the consummation of the Transactions and immediately
                        following the
                        making of each Loan and after giving effect to the application
                        of the proceeds
                        of each Loan on the date hereof, (a) the fair value of the assets of each
                        Loan Party (individually and on a consolidated basis with
                        its Subsidiaries)
                        exceeds its debts and liabilities, subordinated, contingent
                        or otherwise;
                        (b) the present fair saleable value of the property of each Loan
                        Party
                        (individually and on a consolidated basis with its Subsidiaries)
                        is greater than
                        the amount that will be required to pay the probable liability
                        of its debts and
                        other liabilities, subordinated, contingent or otherwise,
                        as such debts and
                        other liabilities become absolute and matured; (c) each Loan Party
                        (individually and on a consolidated basis with its Subsidiaries)
                        is able to pay
                        its debts and liabilities, subordinated, contingent or otherwise,
                        as such debts
                        and liabilities become absolute and matured; and (d) each Loan Party
                        (individually and on a consolidated basis with its Subsidiaries)
                        does not have
                        unreasonably small capital with which to conduct the business
                        in which it is
                        engaged as such business is now conducted and is proposed
                        to be conducted
                        following the Closing Date.

                       

                      [Signature
                        Page Follows]

                       


                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      IN
                        WITNESS WHEREOF, I have hereunto set my hand this [ ]th day
                        of
                        [                  ].

                       

                      PLY
                        GEM
                        INDUSTRIES, INC.

                       

                      By:   

                      Name: 

                      Title: 

                      


                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      EXHIBIT
                        P-1

                       

                      [Form
                        of]

                       

                      INTERCOMPANY
                        NOTE

                       

                      New
                        York,
                        New York

                       

                      [date]

                       

                      This
                        note
                        (“Note”)
                        amends
                        and restates the Intercompany Note executed by the parties
                        hereto (other than
                        the entities listed under the heading “New Subsidiaries”) on October 31, 2006 in
                        its entirety.

                       

                      FOR
                        VALUE
                        RECEIVED, each of the undersigned, to the extent a borrower
                        from time to time
                        from any other entity listed on the signature page hereto
                        (each, in such
                        capacity, a “Payor”),
                        hereby promises to pay on demand to the order of such other
                        entity listed below
                        (each, in such capacity, a “Payee”),
                        in
                        lawful money of the United States of America in immediately
                        available funds, at
                        such location in the United States of America as a Payee
                        shall from time to time
                        designate, the unpaid principal amount of all loans and advances
                        (including
                        trade payables) made by such Payee to such Payor. Each Payor
                        promises also to
                        pay interest on the unpaid principal amount of all such loans
                        and advances in
                        like money at said location from the date of such loans and
                        advances until paid
                        at such rate per annum as shall be agreed upon from time
                        to time by such Payor
                        and such Payee.

                       

                      This
                        Note
                        is an Intercompany Note referred to in the Credit Agreement
                        dated as of October
                        31, 2006 (as amended, amended and restated, supplemented
                        or otherwise modified
                        from time to time, the “Credit
                        Agreement”)
                        among
                        PLY GEM INDUSTRIES, INC., a Delaware corporation (“Borrower”),
                        PLY
                        GEM HOLDINGS, INC., a Delaware corporation (“Parent”),
                        the
                        Subsidiary Guarantors (such term and each other capitalized
                        term used but not
                        defined herein having the meaning given it in Article I
                        of the
                        Credit Agreement), the Lenders, UBS SECURITIES LLC and DEUTSCHE
                        BANK SECURITIES
                        INC., as joint lead arrangers and bookrunners (in such capacity,
“Joint
                        Lead Arrangers”),
                        J.P.
                        MORGAN SECURITIES INC., as co-arranger (in such capacity,
“Co-Arranger”),
                        JPMORGAN CHASE BANK, N.A., as documentation agent (in such
                        capacity,
“Documentation
                        Agent”),
                        DEUTSCHE BANK SECURITIES INC., as syndication agent (in such
                        capacity,
“Syndication
                        Agent”),
                        and
                        UBS AG, STAMFORD BRANCH, as administrative agent (in such
                        capacity,
“Administrative
                        Agent”)
                        for
                        the Lenders and as collateral agent (in such capacity, “Collateral
                        Agent”)
                        for
                        the Secured Parties, and is subject to the terms thereof,
                        and shall be pledged
                        by each Payee to the extent required by the Security Agreement.
                        Each Payee
                        hereby acknowledges and agrees that the Administrative Agent
                        may exercise all
                        rights provided in the Credit Agreement and the Security
                        Agreement with respect
                        to this Note.

                      


                      Anything
                        in this Note to the contrary notwithstanding, the indebtedness
                        evidenced by this
                        Note owed by any Payor that is Borrower or a Guarantor to
                        any Payee other than
                        Borrower shall be subordinate and junior in right of payment,
                        to the extent and
                        in the manner hereinafter set forth, to all Obligations of
                        such Payor under the
                        Credit Agreement, including, without limitation, where applicable,
                        under such
                        Payor’s guarantee of the Obligations under the Credit Agreement
                        (such
                        Obligations and other indebtedness and obligations in connection
                        with any
                        renewal, refunding, restructuring or refinancing thereof,
                        including interest
                        thereon accruing after the commencement of any proceedings
                        referred to in clause
                        (i) below, whether or not such interest is an allowed claim
                        in such proceeding,
                        being hereinafter collectively referred to as “Senior
                        Indebtedness”):

                       

                      (i) In
                        the
                        event of any insolvency or bankruptcy proceedings, and any
                        receivership,
                        liquidation, reorganization or other similar proceedings
                        in connection
                        therewith, relative to any Payor or to its creditors, as
                        such, or to its
                        property, and in the event of any proceedings for voluntary
                        liquidation,
                        dissolution or other winding up of such Payor, whether or
                        not involving
                        insolvency or bankruptcy, then (x) the holders of Senior
                        Indebtedness shall be
                        paid in full in cash in respect of all amounts constituting
                        Senior Indebtedness
                        before any Payee is entitled to receive (whether directly
                        or indirectly), or
                        make any demands for, any payment on account of this Note
                        and (y) until the
                        holders of Senior Indebtedness are paid in full in cash in
                        respect of all
                        amounts constituting Senior Indebtedness, any payment or
                        distribution to which
                        such Payee would otherwise be entitled (other than securities
                        of such Payor that
                        are subordinated, to at least the same extent as this Note,
                        to the payment of
                        all Senior Indebtedness then outstanding (such securities
                        being hereinafter
                        referred to as “Restructured
                        Securities”))
                        shall
                        be made to the holders of Senior Indebtedness;

                       

                      (ii) if
                        any
                        default occurs and is continuing with respect to any Senior
                        Indebtedness
                        (including any Default under the Credit Agreement), then
                        no payment or
                        distribution of any kind or character shall be made by or
                        on behalf of the Payor
                        or any other Person on its behalf with respect to this Note;
                        and

                       

                      (iii) if
                        any
                        payment or distribution of any character, whether in cash,
                        securities or other
                        property (other than Restructured Securities), in respect
                        of this Note shall
                        (despite these subordination provisions) be received by any
                        Payee in violation
                        of clause (i) or (ii) before all Senior Indebtedness shall
                        have been paid in
                        full in cash, such payment or distribution shall be held
                        in trust for the
                        benefit of, and shall be paid over or delivered to, the holders
                        of Senior
                        Indebtedness (or their representatives), ratably according
                        to the respective
                        aggregate amounts remaining unpaid thereon, to the extent
                        necessary to pay all
                        Senior Indebtedness in full in cash.

                       

                      To
                        the
                        fullest extent permitted by law, no present or future holder
                        of Senior
                        Indebtedness shall be prejudiced in its right to enforce
                        the subordination of
                        this Note by any act or failure to act on the part of any
                        Payor or by any act or
                        failure to act on the part of such holder or any trustee
                        or agent for such
                        holder. Each Payee and each Payor hereby agree that the subordination
                        of this
                        Note is for the benefit of the Administrative Agent and the
                        Lenders and are
                        obligees under this Note to the same extent as if their names
                        were written
                        herein as such and the Administrative Agent may, on behalf
                        of the itself, the
                        Lenders, proceed to enforce the subordination provisions
                        herein.

                       

                      The
                        indebtedness evidenced by this Note owed by any Payor that
                        is not Borrower or a
                        Guarantor shall not be subordinated to, and shall rank pari
                        passu
                        in right
                        of payment with, any other obligation of such Payor.

                       

                      Nothing
                        contained in the subordination provisions set forth above
                        is intended to or will
                        impair, as between each Payor and each Payee, the obligations
                        of such Payor,
                        which are absolute and unconditional, to pay to such Payee
                        the principal of and
                        interest on this Note as and when due and payable in accordance
                        with its terms,
                        or is intended to or will affect the relative rights of such
                        Payee and other
                        creditors of such Payor other than the holders of Senior
                        Indebtedness.

                       

                      Each
                        Payee is hereby authorized to record all loans and advances
                        made by it to any
                        Payor (all of which shall be evidenced by this Note), and
                        all repayments or
                        prepayments thereof, in its books and records, such books
                        and records
                        constituting prima facie evidence of the accuracy of the
                        information contained
                        therein.

                       

                      Each
                        Payor hereby waives presentment, demand, protest or notice
                        of any kind in
                        connection with this Note. All payments under this Note shall
                        be made without
                        offset, counterclaim or deduction of any kind.

                       


                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      THIS
                        NOTE
                        SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
                        LAWS OF THE STATE OF
                        NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
                        LAWS
                        THEREOF.

                       

                      PLY
                        GEM
                        INDUSTRIES, INC.

                       

                      By:   

                      Name:

                      Title:

                       

                       

                      PLY
                        GEM
                        HOLDINGS, INC.

                       

                      By:   

                      Name:

                      Title:

                       

                       

                      GREAT
                        LAKES WINDOW, INC.

                                              KROY
                        BUILDING
                        PRODUCTS, INC.

                                              NAPCO,
                        INC.

                                              NAPCO
                        WINDOW SYSTEMS,
                        INC.

                                              THERMAL-GARD,
                        INC.

                                              VARIFORM,
                        INC.

                       

                      By:   

                      Name:

                      Title:

                       

                       

                      MWM
                        HOLDING, INC.

                                                      MW
                        MANUFACTURERS
                        INC.

                                                      PATRIOT
                        MANUFACTURING, INC.

                       

                       

                      
                        By:   

                        Name:

                        Title:

                         

                      

                      


                      AWC
                        HOLDING COMPANY

                      ALENCO
                        HOLDING CORPORATION

                      ALENCO
                        TRANS, INC.

                      AWC
                        ARIZONA, INC.

                      ALENCO
                        EXTRUSION MANAGEMENT, L.L.C.

                      ALENCO
                        EXTRUSION GA, L.L.C.

                      ALUMINUM
                        SCRAP RECYCLE, L.L.C.

                      ALENCO
                        BUILDING PRODUCTS MANAGEMENT, L.L.C.

                      ALENCO
                        WINDOW GA, L.L.C.

                      GLAZING
                        INDUSTRIES MANAGEMENT, L.L.C.

                      ALENCO
                        INTERESTS, L.L.C.

                      


                       

                      By:   

                                                  Name: Shawn
                        K.
                        Poe

                                                  Title: Vice
                        President, Treasurer and Secretary

                       

                      


                      


                      NEW
                        ALENCO EXTRUSION, LTD. 

                      


                      By:
                        Alenco Extrusion Management, L.L.C.

                      its
                        General Partner

                      


                       

                      By:   

                                                      Name: Shawn
                        K.
                        Poe

                                                      Title: Vice
                        President, Treasurer and Secretary

                       

                      


                      


                      NEW
                        ALENCO WINDOW, LTD. 

                      By:
                        Alenco
                        Building Products Management, L.L.C.

                      its
                        General Partner

                      


                       

                      By:   

                                                      Name: Shawn
                        K.
                        Poe

                                                      Title: Vice
                        President, Treasurer and Secretary

                       

                       

                      NEW
                        GLAZING INDUSTRIES, LTD.

                      By:
                        Glazing Industries Management, L.L.C.

                       

                      its
                        General Partner

                       

                      By:       

                                                      Name: Shawn
                        K.
                        Poe

                                                      Title: Vice
                        President, Treasurer and Secretary 

                       

                       

                      ALCOA
                        HOME EXTERIORS, INC.

                       

                                                      By:    

                                                      Name:
                        Shawn K.
                        Poe

                                                      Title: Vice
                        President, Treasurer and Secretary 

                      
 

                      


                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      EXHIBIT
                        Q

                      


                      [Form
                        of]

                      TAX
                        COMPLIANCE CERTIFICATE

                      


                      [Provided
                        under Separate Cover]

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      


                      EXHIBIT
                        R

                      


                      [Form
                        of]

                      INTERCREDITOR
                        AGREEMENT

                      


                      [Provided
                        under Separate Cover]