WHEREAS, pursuant to the Stock Option Plan and the Holdings Plan, any Equity Securitiesissuable upon the exercise of the Stock Options (as defined below) shall be subject to, andhave the benefit of, the terms of this Agreement to the extent expressly provided forherein;”.**2.2.**Section 1.1 (Certain Definitions). Section 1.1 of the Stockholders Agreement isamended by amending the definition of “Existing Investors,” in its entirety to read as follows:““Existing Investors” shall mean, at any time, (i) the Harvest Funds, (ii) theFinancial Investors, (iii) the Executives, (iv) solely for purposes of clause (ii) ofSection 4.7(d) hereof and, for the avoidance of doubt, not for purposes of any otherprovision of this Agreement, each Holdings Plan Option Holder, in each case from and afterthe time he or she shall have exercised all or any portion his or her Holdings Plan Options,but only with respect to Holdings Plan Options exercised at such time, and (v) each of therespective Permitted Transferees of any of the Persons named in the foregoing clauses (i) —(iv), in each case who hold Equity Securities of the Company as of such time.”.**2.3.**Section 4.7(d)(ii) (Recapitalizations). Clause (ii) of Section 4.7(d) of theStockholders Agreement is hereby amended by deleting such clause in its entirety and adding thefollowing clause (ii) in lieu thereof:“(ii) Second, to the extent the Recap Event Amount exceeds the amount to bepaid pursuant to clause (i) above, the Company shall repurchase from the Existing InvestorsEquity Securities (and, to the extent the Board approves (by Special Board Approval) theirrepurchase in connection with such Recap Event, Options or Stock Options then held by theExisting Investors) at the Per Share Price (net of the exercise price for any such Optionsor Stock Options), prorata, in proportion to the Equity Securities(including any such Options or Stock Options participating in such Recap Event upon SpecialBoard Approval) owned or held by such Existing Investors, provided that the aggregate amountpaid pursuant to this clause shall not exceed the Target Amount (which amount shall bereduced by all amounts paid to the Existing Investors pursuant to this clause (ii) uponrepurchase of Equity Securities in connection with prior Recap Events), provided, that inthe case of an Investcorp Recap Event, each Existing Investor shall be entitled to elect notto sell all or any of its shares otherwise subject to repurchase under this clause and underclause (iii) below; and”.**3. General Matters.****3.1.**Effectiveness of this Amendment. This Amendment shall become effective as of theEffective Date, During all such times that this Amendment is in effect, if any terms or purposesof this Amendment are inconsistent orconflict with the terms of the Stockholders Agreement existing prior to the effectiveness ofthis Amendment, then the inconsistent or conflicting terms or purposes of this Amendment shallgovern.
 
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**3.2.**Further Assurances. Each of the parties hereto shall duly execute and deliver,or cause to be executed and delivered, such further instruments and perform or cause to beperformed such further acts as may be necessary or proper to carry out the provisions and purposesof this Amendment.**3.3.**Amendment of Other Documents. All other documents or instruments pertaining tothe Stockholders Agreement are hereby modified and amended to the extent necessary to conform themto, or to cause them to accurately reflect, the modifications to the terms of the StockholdersAgreement, as modified by this Amendment.**3.4.**Ratification. Except as provided in this Amendment, the Stockholders Agreementshall remain in full force and effect and, as amended hereby, the Stockholders Agreement is in allrespects ratified and confirmed.**3.5.**Governing Law. This Amendment shall be governed by, and construed in accordancewith, the laws of the State of New York except for its conflicts of law rules.**3.6.**Entire Agreement. This Amendment constitutes and expresses the entireunderstanding between the parties hereto with respect to the subject matter hereof and supercedesall prior agreements and understandings, commitments, inducements or conditions with respectthereto, whether express or implied, oral or written.**3.7.**Counterparts. This Amendment may be executed in the original or via facsimile inany number of counterparts, each of which shall be effective only upon delivery and thereaftershall be deemed to be an original, and all of which shall be taken to be one and the sameinstrument with the same effect as if each of the parties hereto had signed the same signaturepage.**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;****SIGNATURES APPEAR ON FOLLOWING PAGE]**
 
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the EffectiveDate.         AMH HOLDINGS II, INC.           By:         Name:      Title:           AMH HOLDINGS, INC., for purposes of Section 7.1 only           By:               Name:      Title:           APOLLO INVESTMENT CORPORATION, for purposes of Section 4.2 only           By:               Name:      Title:  
 
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         HARVEST PARTNERS III, L.P.           By: Harvest Associates III, LLC,its general partner           By:         Name:      Title:           HARVEST PARTNERS III, GbR           By: Harvest Associates III, LLC,its general partner           By:               Name:      Title:           HARVEST PARTNERS IV, L.P.           By: Harvest Associates IV, LLC,its general partner           By:               Name:      Title:           HARVEST PARTNERS IV GmbH & Co. KG           By: Harvest Associates IV, LLC,its general partner           By:               Name:      Title:  
 
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         INVESTCORP 2005 AMH HOLDINGS II PORTFOLIO LIMITEDPARTNERSHIP           By: Investcorp Investment Holdings Limited            By:         Name:      Title:    Director           INVESTCORP COINVESTMENT PARTNERS I, L.P.           By: Investcorp Coinvestment Manager LLC           By: Investcorp International Inc.            By:               Name: James O. Egan      Title:   Vice President           INVESTCORP COINVESTMENT PARTNERS II, L.P.           By: Investcorp Coinvestment Manager LLC           By: Investcorp International Inc.            By:               Name: James O. Egan      Title:   Vice President           AM EQUITY LIMITED           By:              Name: Martonmere Services Ltd.     Title:   Director           AM INVESTMENTS LIMITED           By:              Name: Martonmere Services Ltd.     Title:   Director           ASSOCIATED EQUITY LIMITED           By:              Name: Martonmere Services Ltd.     Title:   Director           ASSOCIATED INVESTMENTS LIMITED           By:              Name: Martonmere Services Ltd.     Title:   Director  
 
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         BANCBOSTON CAPITAL INC.           By:         Name:      Title:           PRIVATE EQUITY PORTFOLIO FUND II, LLC           By:               Name:      Title:           GE CAPITAL EQUITY CAPITAL GROUP, INC.           By:               Name:      Title:           OLD HICKORY FUND I, LLC           By: PPM America, Inc.,its manager           By:               Name:      Title:           PPM AMERICA PRIVATE EQUITY FUND L.P.           By: PPM America Capital Partners, LLC,its general partner           By:               Name:      Title:           By:               Name:      Title:  
 
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         ABBOTT CAPITAL PRIVATE EQUITY FUND III, L.P.           By: Abbott Capital Private Equity Partners III,L.P., its general partner           By: Abbott Capital Management, L.L.C.its general partner           By:         Name:      Title:           BNY PARTNERS FUND L.L.C.           By: BNY Private Investment Management, Inc.,Member Manager           By:               Name:      Title:           NEW YORK LIFE CAPITAL PARTNERS II L.P.           By: NYLCAP Manager LLC, its Investment Manager           By:               Name:      Title:           THE BOARD OF TRUSTEES OF THE TEXAS GROWTH FUNDII, AS TRUSTEE FOR THE TEXAS GROWTH FUND II — 1998 TRUST           By: TGF II Management, L.P., asExecutive Director           By: TGF Management Corp., as General Partner           By:               Name:      Title:  
 
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         WESTON PRESIDIO CAPITAL III, L.P.           By:         Name:      Title:           WESTON PRESIDIO CAPITAL IV, L.P.           By:               Name:      Title:           WPC ENTREPRENEUR FUND, L.P.           By:               Name:      Title:           WPC ENTREPRENEUR FUND II, L.P.           By:               Name:      Title:           LIBERTY MUTUAL INSURANCE COMPANY           By:               Name:      Title:           NATIONAL CITY EQUITY PARTNERS, INC.           By:               Name:      Title:  
 
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         GREAT LAKES CAPITAL INVESTMENTS IV, LLC           By:         Name:      Title:           3755428 CANADA INC.           By:               Name:      Title:  
 
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        MICHAEL CAPORALE, JR.          KENNETH L. BLOOM          D. KEITH LAVANWAY  
 
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