Exhibit10.1


                                                                                 Exhibit
      10.1


    AMENDMENT
      NO. 1

     

    AMENDMENT
      (this
      “Amendment”),
      dated
      as of July 25, 2005, to that certain SECOND AMENDED AND RESTATED CREDIT
      AGREEMENT (the “Credit
      Agreement”;
      capitalized terms used herein and not defined shall have the meaning set forth
      in the Credit Agreement) dated as of February 12, 2004, first amended
      and
      restated as of March 3, 2004 and further amended and restated as of
      August 27, 2004, among PLY GEM INDUSTRIES, INC., a Delaware corporation
      (“U.S.
      Borrower”),
      CWD
      Windows and Doors, Inc., a corporation organized under the federal laws of
      Canada (“Canadian
      Borrower”
      and,
      together with U.S. Borrower, each a “Borrower”
      and
      collectively the “Borrowers”),
      PLY
      GEM HOLDINGS, INC., a Delaware corporation, the Subsidiary Guarantors, the
      Lenders, 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, as documentation agent, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,
      as
      syndication agent, UBS LOAN FINANCE LLC, as swingline lender, and UBS AG,
      STAMFORD BRANCH, as issuing bank, as administrative agent (in such capacity,
      “Administrative
      Agent”)
      for
      the Lenders and as collateral agent for the Secured Parties and the Issuing
      Bank.

     

     

    W I T N E S S E T H
      :

     

    WHEREAS,
      the Borrowers desire that the Lenders amend the Credit Agreement to permit
      the
      redemption of limited amounts of Senior Subordinated Notes and New Senior
      Subordinated Notes;

     

    WHEREAS,
      pursuant to Section 11.02 of the Credit Agreement the Lenders desire to enter
      into this Amendment;

     

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

     

    SECTION
      ONE -   Amendment.
      Subject
      to the satisfaction of the conditions set forth in Section Two hereof, Section
      6.11(a) of the Credit Agreement is hereby amended to add the following proviso
      at the end of such Section:

     

     provided
      that up
      to $25.0 million in the aggregate may be used during the term of this Agreement
      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 over the sum of all Lenders’ Revolving Exposures 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 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 U.S. 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;

     

    SECTION
      TWO -   Conditions
      to Effectiveness.
      This
      Amendment shall become effective when, and only when, (i) the Administrative
      Agent shall have received counterparts of this Amendment executed by the
      Borrowers and the Required Lenders and (ii) the Borrowers shall have delivered,
      by wire transfer of immediately available funds, to the Administrative Agent,
      for the ratable account of each Lender signatory hereto, a fee in dollars equal
      to 0.05% of the aggregate principal amount of Term Loans, plus the aggregate
      amount of Revolving Commitments, of the Lenders signatory hereto. The
      effectiveness of this Amendment (other than Sections Five, Six and Seven hereof)
      is conditioned upon the accuracy of the representations and warranties set
      forth
      in Section Three hereof. 

     

    SECTION
      THREE -   Representations
      and Warranties; Covenants.
      In
      order to induce the Lenders to enter into this Amendment, the Borrowers
      represent and warrant to each of the Lenders and the Agents that after giving
      effect to this Amendment, (x) no Default or Event of Default has occurred
      and is continuing under the Credit Agreement and (y) the representations
      and warranties made by the Borrowers in the Credit Agreement are true and
      correct in all material respects (except that any representation or warranty
      that is qualified as to “materiality” or “Material Adverse Effect” is true and
      correct in all respects) on and as of the date hereof with the same force and
      effect as if made on and as of the date hereof (or, if any such representation
      or warranty is expressly stated to have been made as of a specific date, as
      of
      such specific date).

     

    SECTION
      FOUR -   Reference
      to and Effect on the Credit Agreement.
      On and
      after the effectiveness of Section Two, each reference in the Credit Agreement
      to “this Agreement,”“hereunder,”“hereof” or words of like import referring to
      the Credit Agreement, and each reference in the Notes and each of the other
      Loan
      Documents to “the Credit Agreement,”“thereunder,”“thereof” or words of like
      import referring to the Credit Agreement, shall mean and be a reference to
      the
      Credit Agreement, as amended by this Amendment. Without limiting the generality
      of the foregoing, the Security Documents and all of the Collateral described
      therein do and shall continue to secure the payment of all Obligations of the
      Loan Parties under the Loan Documents. Except as expressly amended herein,
      the
      Credit Agreement is and shall continue to be in full force and effect and is
      hereby in all respects ratified and confirmed. The execution, delivery and
      effectiveness of this Amendment shall not, except as expressly provided herein,
      operate as a waiver or amendment of any right, power or remedy of any Lender
      or
      any Agent under the Credit Agreement, nor constitute a waiver or amendment
      of
      any provision of the Credit Agreement.

     

    SECTION
      FIVE -   Costs,
      Expenses and Taxes.
      The
      Borrowers agree to pay all reasonable costs and expenses of the Agents in
      connection with the preparation, execution and delivery of this Amendment
      (including, without limitation, the reasonable fees and expenses of Cahill
      Gordon & Reindel LLP),
      if
      any, in accordance with the terms of Section 11.03 of the Credit
      Agreement.

     

    SECTION
      SIX -   Execution
      in Counterparts.
      This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute but one
      and
      the same agreement. Delivery of an executed counterpart of a signature page
      to
      this Amendment by facsimile shall be effective as delivery of a manually
      executed counterpart of this Amendment.

     

    SECTION
      SEVEN -   Governing
      Law.
      This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to conflicts of law principles that would
      require the application of the laws of another jurisdiction.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    PLY
      GEM
      INDUSTRIES, INC.

     

     

    By: _______/s/
      Shawn K. Poe 

    
      	 	
              Name:

            	
              Shawn
                K. Poe

            


    

    
      	 	
              Title:

            	
              Vice
                President

            


    

     

    CWD
      WINDOWS AND DOORS, INC.

     

     

    By: _______/s/
      Shawn K. Poe 

    
      	 	
              Name:

            	
              Shawn
                K. Poe

            


    

    Title: Vice
      President

     

                                  UBS
      AG, STAMFORD
      BRANCH

                         as
      a
      Lender

     

    By: _______/s/
      Wilfred V. Saint 

    
      	 	
              Name:

            	
              Wilfred
                V. Saint

            


    

    Title: Director,
      Banking Products 

    Services,
      US

     

     

    By: _______/s/
      Joselin Fernandes 

    
      	 	
              Name:

            	
              Joselin
                Fernandes

            


    

    
      	 	
              Title:

            	
              Associate
                Director, Banking 

              Products
                Services, US