Exhibit 10.1


     

    $762,065,000

     

    FIFTH
      AMENDED AND RESTATED CREDIT AGREEMENT

     

    dated
      as of February 12, 2004,

     

    as
      Amended and Restated as of March 3, 2004, August 27, 2004, October 31,
      2006, and

     

    as
      further Amended and Restated as of April 5, 2007

     

    among

     

    PLY
      GEM INDUSTRIES, INC.,

    as
      U.S. Borrower,

     

    CWD
      WINDOWS AND DOORS, INC.

    as
      Canadian 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
      Issuing Bank, Administrative Agent and Collateral Agent,

     

    UBS
      LOAN FINANCE LLC,

    as
      Swingline Lender,

     

    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

     

    SectionPage

     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	
              SECTION
                1.01

            	
              Defined
                Terms

            	
              2

            
	
              SECTION
                1.02

            	
              Classification
                of Loans and Borrowings

            	
              41

            
	
              SECTION
                1.03

            	
              Terms
                Generally

            	
              41

            
	
              SECTION
                1.04

            	
              Accounting
                Terms; GAAP

            	
              42

            
	
              SECTION
                1.05

            	
              Resolution
                of Drafting Ambiguities

            	
              42

            


    

     

    ARTICLE
      II

     

    THE
      CREDITS

     

    
      	
              SECTION
                2.01

            	
              Commitments

            	
              42

            
	
              SECTION
                2.02

            	
              Loans

            	
              43

            
	
              SECTION
                2.03

            	
              Borrowing
                Procedure

            	
              45

            
	
              SECTION
                2.04

            	
              Evidence
                of Debt; Repayment of Loans

            	
              45

            
	
              SECTION
                2.05

            	
              Fees

            	
              46

            
	
              SECTION
                2.06

            	
              Interest
                on Loans

            	
              47

            
	
              SECTION
                2.07

            	
              Termination
                and Reduction of Commitments

            	
              48

            
	
              SECTION
                2.08

            	
              Interest
                Elections

            	
              49

            
	
              SECTION
                2.09

            	
              Amortization
                of Term Borrowings

            	
              50

            
	
              SECTION
                2.10

            	
              Optional
                and Mandatory Prepayments of Loans and Mandatory Offers

            	 
	 	
              to
                Redeem

            	
              51

            
	
              SECTION
                2.11

            	
              Alternate
                Rate of Interest

            	
              55

            
	
              SECTION
                2.12

            	
              Increased
                Costs

            	
              56

            
	
              SECTION
                2.13

            	
              Breakage
                Payments

            	
              57

            
	
              SECTION
                2.14

            	
              Payments
                Generally; Pro Rata Treatment; Sharing of Setoff

            	
              57

            
	
              SECTION
                2.15

            	
              Taxes

            	
              59

            
	
              SECTION
                2.16

            	
              Mitigation
                Obligations; Replacement of Lenders

            	
              61

            
	
              SECTION
                2.17

            	
              Swingline
                Loans

            	
              61

            
	
              SECTION
                2.18

            	
              Letters
                of Credit

            	
              63

            


    

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    
      	
              SECTION
                3.01

            	
              Organization;
                Powers

            	
              68

            
	
              SECTION
                3.02

            	
              Authorization;
                Enforceability

            	
              69

            
	
              SECTION
                3.03

            	
              No
                Conflicts

            	
              69

            
	
              SECTION
                3.04

            	
              Financial
                Statements; Projections

            	
              69

            
	
              SECTION
                3.05

            	
              Properties

            	
              70

            
	
              SECTION
                3.06

            	
              Intellectual
                Property

            	
              71

            
	
              SECTION
                3.07

            	
              Equity
                Interests and Subsidiaries

            	
              71

            
	
              SECTION
                3.08

            	
              Litigation;
                Compliance with Laws

            	
              72

            
	
              SECTION
                3.09

            	
              Agreements

            	
              72

            
	
              SECTION
                3.10

            	
              Federal
                Reserve Regulations

            	
              73

            
	
              SECTION
                3.11

            	
              Investment
                Company Act; Public Utility Holding Company Act

            	
              73

            
	
              SECTION
                3.12

            	
              Use
                of Proceeds

            	
              73

            
	
              SECTION
                3.13

            	
              Taxes

            	
              73

            
	
              SECTION
                3.14

            	
              No
                Material Misstatements

            	
              73

            
	
              SECTION
                3.15

            	
              Labor
                Matters

            	
              74

            
	
              SECTION
                3.16

            	
              Solvency

            	
              74

            
	
              SECTION
                3.17

            	
              Employee
                Benefit Plans

            	
              74

            
	
              SECTION
                3.18

            	
              Environmental
                Matters

            	
              75

            
	
              SECTION
                3.19

            	
              Insurance

            	
              76

            
	
              SECTION
                3.20

            	
              Security
                Documents

            	
              76

            
	
              SECTION
                3.21

            	
              Anti-Terrorism
                Law

            	
              77

            
	
              SECTION
                3.22

            	
              Subordination
                of Senior Subordinated Note

            	
              78

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV

     

    CONDITIONS
      TO CREDIT EXTENSIONS

     

    
      	
              SECTION
                4.01

            	
              Conditions
                to Initial Credit Extension

            	
              78

            
	
              SECTION
                4.02

            	
              Conditions
                to All Credit Extensions

            	
              81

            
	
              SECTION
                4.03

            	
              Conditions
                to Effectiveness of the Fifth Amendment and Restatement

            	
              82

            


    

     

    ARTICLE
      V

     

    AFFIRMATIVE
      COVENANTS

     

    
      	
              SECTION
                5.01

            	
              Financial
                Statements, Reports, etc

            	
              85

            
	
              SECTION
                5.02

            	
              Litigation
                and Other Notices

            	
              87

            
	
              SECTION
                5.03

            	
              Existence;
                Businesses and Properties

            	
              87

            
	
              SECTION
                5.04

            	
              Insurance

            	
              88

            
	
              SECTION
                5.05

            	
              Obligations
                and Taxes

            	
              89

            
	
              SECTION
                5.06

            	
              Employee
                Benefits

            	
              89

            
	
              SECTION
                5.07

            	
              Maintaining
                Records; Access to Properties and Inspections; Annual

            	 
	 	
              Meetings

            	
              90

            
	
              SECTION
                5.08

            	
              Use
                of Proceeds

            	
              90

            
	
              SECTION
                5.09

            	
              Compliance
                with Environmental Laws; Environmental Reports

            	
              90

            
	
              SECTION
                5.10

            	
              Additional
                Collateral; Additional Guarantors

            	
              91

            
	
              SECTION
                5.11

            	
              Security
                Interests; Further Assurances

            	
              93

            
	
              SECTION
                5.12

            	
              Information
                Regarding Collateral

            	
              93

            
	
              SECTION
                5.13

            	
              Post
                Closing Obligations

            	
              94

            


    

     

    ARTICLE
      VI

     

    NEGATIVE
      COVENANTS

     

    
      	
              SECTION
                6.01

            	
              Indebtedness

            	
              95

            
	
              SECTION
                6.02

            	
              Liens

            	
              98

            
	
              SECTION
                6.03

            	
              Sale
                and Leaseback Transactions

            	
              100

            
	
              SECTION
                6.04

            	
              Investment,
                Loan and Advances

            	
              100

            
	
              SECTION
                6.05

            	
              Mergers
                and Consolidations

            	
              102

            
	
              SECTION
                6.06

            	
              Asset
                Sales

            	
              103

            
	
              SECTION
                6.07

            	
              Acquisitions

            	
              104

            
	
              SECTION
                6.08

            	
              Dividends

            	
              104

            
	
              SECTION
                6.09

            	
              Transactions
                with Affiliates

            	
              105

            
	
              SECTION
                6.10

            	
              Financial
                Covenants

            	
              106

            
	
              SECTION
                6.11

            	
              Prepayments
                of Other Indebtedness; Modifications of Organizational

            	 
	 	
              Documents
                and Other Documents, etc.

            	
              107

            
	
              SECTION
                6.12

            	
              Limitation
                on Certain Restrictions on Subsidiaries

            	
              107

            
	
              SECTION
                6.13

            	
              Limitation
                on Issuance of Capital Stock

            	
              108

            
	
              SECTION
                6.14

            	
              Limitation
                on Creation of Subsidiaries

            	
              108

            
	
              SECTION
                6.15

            	
              Business

            	
              109

            
	
              SECTION
                6.16

            	
              Limitation
                on Accounting Changes

            	
              109

            
	
              SECTION
                6.17

            	
              Fiscal
                Year

            	
              109

            
	
              SECTION
                6.18

            	
              Lease
                Obligations

            	
              109

            
	
              SECTION
                6.19

            	
              No
                Further Negative Pledge

            	
              109

            
	
              SECTION
                6.20

            	
              Anti-Terrorism
                Law; Anti-Money Laundering

            	
              110

            
	
              SECTION
                6.21

            	
              Embargoed
                Person

            	
              110

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII

     

    GUARANTEE

     

    
      	
              SECTION
                7.01

            	
              The
                Guarantee

            	
              110

            
	
              SECTION
                7.02

            	
              Obligations
                Unconditional

            	
              111

            
	
              SECTION
                7.03

            	
              Reinstatement

            	
              112

            
	
              SECTION
                7.04

            	
              Subrogation;
                Subordination

            	
              112

            
	
              SECTION
                7.05

            	
              Remedies

            	
              112

            
	
              SECTION
                7.06

            	
              Instrument
                for the Payment of Money

            	
              113

            
	
              SECTION
                7.07

            	
              Continuing
                Guarantee

            	
              113

            
	
              SECTION
                7.08

            	
              General
                Limitation on Guarantee Obligations

            	
              113

            
	
              SECTION
                7.09

            	
              Release
                of Guarantors

            	
              113

            


    

     

    ARTICLE
      VIII

     

    EVENTS
      OF
      DEFAULT

     

    
      	
              SECTION
                8.01

            	
              Events
                of Default

            	
              113

            


    

     

    ARTICLE
      IX

     

    COLLATERAL
      ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

     

    
      	
              SECTION
                9.01

            	
              Collateral
                Account

            	
              116

            
	
              SECTION
                9.02

            	
              Proceeds
                of Destruction, Taking and Collateral Dispositions

            	
              117

            
	
              SECTION
                9.03

            	
              Application
                of Proceeds

            	
              117

            


    

     

    ARTICLE
      X

     

    THE
      AGENTS

     

    
      	
              SECTION10.01

            	
              Appointment

            	
              118

            
	
              SECTION
                10.02

            	
              Agent
                in Its Individual Capacity

            	
              118

            
	
              SECTION
                10.03

            	
              Exculpatory
                Provisions

            	
              118

            
	
              SECTION
                10.04

            	
              Reliance
                by Agent

            	
              119

            
	
              SECTION
                10.05

            	
              Delegation
                of Duties

            	
              119

            
	
              SECTION
                10.06

            	
              Successor
                Agent

            	
              119

            
	
              SECTION
                10.07

            	
              Non-Reliance
                on Agent and Other Lenders

            	
              120

            
	
              SECTION
                10.08

            	
              Name
                Agents

            	
              120

            
	
              SECTION
                10.09

            	
              Indemnification

            	
              120

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

    ARTICLE
      XI

     

    MISCELLANEOUS

     

    
      	
              SECTION
                11.01

            	
              Notices

            	
              120

            
	
              SECTION
                11.02

            	
              Waivers;
                Amendment

            	
              121

            
	
              SECTION
                11.03

            	
              Expenses;
                Indemnity

            	
              126

            
	
              SECTION
                11.04

            	
              Successors
                and Assigns

            	
              127

            
	
              SECTION
                11.05

            	
              Survival
                of Agreement

            	
              130

            
	
              SECTION
                11.06

            	
              Counterparts;
                Integration; Effectiveness

            	
              130

            
	
              SECTION
                11.07

            	
              Severability

            	
              131

            
	
              SECTION
                11.08

            	
              Right
                of Setoff

            	
              131

            
	
              SECTION
                11.09

            	
              Governing
                Law; Jurisdiction; Consent to Service of Process

            	
              131

            
	
              SECTION
                11.10

            	
              Waiver
                of Jury Trial

            	
              132

            
	
              SECTION
                11.11

            	
              Headings

            	
              132

            
	
              SECTION
                11.12

            	
              Confidentiality

            	
              132

            
	
              SECTION
                11.13

            	
              Interest
                Rate Limitation

            	
              133

            
	
              SECTION
                11.14

            	
              Lender
                Addendum

            	
              133

            
	
              SECTION
                11.15

            	
              Obligations
                Absolute

            	
              133

            
	
              SECTION
                11.16

            	
              Judgment
                Currency

            	
              133

            
	
              SECTION
                11.17

            	
              USA
                PATRIOT Act Notice

            	
              134

            


    

    


    



    
      
        
          -iv-

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEXES

     

    
      	
              Annex
                I

            	
              Applicable
                Margin

            
	
              Annex
                II

            	
              Amortization
                Table

            


    

    


    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
                4.01(g)

            	
              Local
                Counsel

            
	
              Schedule
                4.01(n)(vi)

            	
              Landlord
                Access Agreements

            
	
              Schedule
                4.01(o)(iii)

            	
              Title
                Insurance Amounts

            
	
              Schedule
                4.03(p)

            	
              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(m)

            	
              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-1

            	
              Form
                of U.S. Landlord Access Agreement

            
	
              Exhibit
                G-2

            	
              Form
                of Canadian Landlord Access Agreement

            
	
              Exhibit
                H

            	
              Restated
                Form of LC Request

            
	
              Exhibit
                I

            	
              Form
                of Lender Addendum

            
	
              Exhibit
                J-1

            	
              Form
                of Mortgage

            
	
              Exhibit
                J-2

            	
              Form
                of Canadian Mortgage

            
	
              Exhibit
                J-3

            	
              Form
                of Leasehold Mortgage

            
	
              Exhibit
                K-1

            	
              Form
                of U.S. Term B-3 Note

            
	
              Exhibit
                K-2

            	
              Form
                of Canadian Term Note

            
	
              Exhibit
                K-3

            	
              Form
                of Revolving Note

            
	
              Exhibit
                K-4

            	
              Form
                of Swingline Note

            
	
              Exhibit
                L-1

            	
              Form
                of Perfection Certificate

            
	
              Exhibit
                L-2

            	
              Form
                of Perfection Certificate Supplement

            
	
              Exhibit
                M-1

            	
              Form
                of U.S. Security Agreement

            
	
              Exhibit
                M-2

            	
              Form
                of Canadian Security Agreement

            
	
              Exhibit
                N-1

            	
              Form
                of Opinion of Company Counsel

            
	
              Exhibit
                N-2

            	
              Form
                of Opinion of Local Counsel

            
	
              Exhibit
                N-3

            	
              Form
                of Opinion of Canadian Counsel

            
	
              Exhibit
                O

            	
              Form
                of Solvency Certificate

            
	
              Exhibit
                P-1

            	
              Form
                of Amended and Restated U.S. Intercompany Note

            
	
              Exhibit
                P-2

            	
              Form
                of Amended and Restated Canadian Intercompany Note

            
	
              Exhibit
                Q

            	
              Form
                of U.S. Tax Compliance Certificate

            
	
              Exhibit
                R

            	
              Form
                of Intercreditor Agreement

            


    

    


     

    
      
        -v-

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    CREDIT
      AGREEMENT

     

    This
      FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “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, fourth amended and restated as of
      October 31, 2006 and further amended and restated as of April 5, 2007 (the
“Fifth
      Amendment and Restatement”),
      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 (“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 (“UBSS”)
      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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank.

     

    WITNESSETH:

     

    WHEREAS,
      the Borrowers, the Agents and the Lenders (the “Existing
      Lenders”)
      entered into this Agreement on February 12, 2004 and first amended and
      restated this Agreement on March 3, 2004, second amended and restated as of
      August 27, 2004, third amended and restated as of February 24, 2006
      and fourth amended and restated as of October 31, 2006 (as so amended and
      restated as of such date, the “Existing
      Credit Agreement”).

     

    WHEREAS,
      in connection with the Alcoa Acquisition, U.S. Borrower requested various
      Commitments and Credit Extensions on October 31, 2006 which occurred on
      such date.

     

    WHEREAS,
      the Alcoa Acquisition was consummated on October 31, 2006.

     

    WHEREAS,
      on October 31, 2006 U.S. Borrower entered into the Second Lien Credit Agreement
      providing for Second Lien Term Loans in the aggregate principal amount of up
      to
      $105,000,000, which amount was borrowed by U.S. Borrower on such
      date.

     

    WHEREAS,
      U.S. Borrower intends to prepay certain Obligations in respect of the U.S.
      Term
      Loans through the repayment and/or conversion of all outstanding U.S. Term
      B-1
      Loans and U.S. Term B-2 Loans into or with the proceeds of, new U.S. Term B-3
      Loans under this Agreement having terms as set forth in this Agreement and
      the
      other Loan Documents.

     

    WHEREAS,
      U.S. Borrower desires to provide for an additional $105,000,000 of term loans
      under this Agreement having terms as set forth in this Agreement and the other
      Loan Documents.

     

    WHEREAS,
      U.S. Borrower desires to prepay
      in
      full the Second Lien Term Loans, pay the related breakage fees and terminate
      the
      Second Lien Credit Agreement (the “Second
      Lien Facility Refinancing”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS,
      in connection with the Second Lien Facility Refinancing, (i) U.S. Borrower
      requests that U.S. Term B-3 Loan Lenders extend credit to it in the form of
      U.S.
      Term B-3 Loans on the Fifth Amendment Effectiveness Date in an aggregate
      principal amount of $663,720,000, for purposes of effecting the Second Lien
      Facility Refinancing and to pay related fees and expenses.

     

    WHEREAS,
      Borrower desires to increase the Revolving Commitments from $70.0 million to
      $75.0 million on the Fifth Amendment Effectiveness Date, which $70.0 million
      shall increase to $75.0 million as of the Fifth Amendment Effectiveness
      Date.

     

    WHEREAS,
      the Borrowers, the Administrative Agent and the Lenders desire, subject to
      Section
      11.06,
      to
      further amend and restate this Agreement as set forth herein.

     

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

     

    NOW,
      THEREFORE, the Lenders are willing to (i) extend such credit and provide such
      commitments to the Borrowers and (ii) the Issuing Bank is willing to issue
      letters of credit for the account of U.S. 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 ABR Term Loan or ABR Revolving Loan.

     

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

     

    “ABR
      Term 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

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

     

    “Additional
      Term 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 U.S.
      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
      mean Alcoa Home Exteriors, Inc. an Ohio corporation.

     

    “Alcoa
      Acquisition”
shall
      mean the acquisition of all of the Equity Interests of Alcoa, pursuant to a
      securities purchase agreement dated as of September 22, 2006 among Alcoa
      Securities Corporation and U.S. Borrower.

     

    “Alcoa
      Adjustments”
shall
      mean the adjustments in the amount of $15.0 million listed on Schedule 4.03(p)
      under the heading “AHE Adjustments to EBITDA.”

     

    “Alcoa
      Synergies”
shall
      mean for any period up to $22,000,000 of net cost savings and synergies
      projected in good faith by U.S. 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 Fourth Amendment Effectiveness 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 clauses (h) or (i)
      of
      the definition of “Consolidated EBITDA.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “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.

     

    “Amendment
      Agreement”
shall
      mean that certain amendment agreement dated as of April 5, 2007 among Borrowers,
      Parent and the other guarantors party thereto, the lenders party thereto, UBS
      Securities LLC and Deutsche Bank Securities Inc. as joint lead arrangers, J.P.
      Morgan Securities Inc. as co-arranger and documentation agent and UBS AG,
      Stamford Branch, as administrative agent and as collateral agent.

     

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

     

    “Applicable
      Amount”
shall
      mean, at any time (the “Reference
      Time”),
      an
      amount equal to 50% of Excess Cash Flow, other than Excess Cash Flow generated
      pursuant to clauses (ii) and (iv) of the proviso in the definition of Excess
      Cash Flow, for the period (taken as one accounting period) from January 1,
      2007
      to the end of U.S. Borrower’s most recently ended fiscal quarter for which
      financial statements have been delivered pursuant to Section
      5.01
      at the
      Reference Time, minus
      the sum
      of:

     

    (a) the
      aggregate actual amount of Investments made pursuant to Section
      6.04(m)
      since
      the Fifth Amendment Effectiveness Date and prior to the Reference Time (net
      of
      any return of capital in respect of such Investment); and

     

    (b) the
      aggregate actual amount of Dividends paid pursuant to Section
      6.08(g)
      since
      the Fifth Amendment Effectiveness Date and prior to the Reference
      Time.

     

    “Applicable
      Fee”
shall
      mean, for any day, with respect to any Commitment, the applicable percentage
      set
      forth in Annex I
      under
      the caption “Applicable Fee.”

     

    “Applicable
      Margin”
shall
      mean, for any day, with respect to any Term Loan, any Revolving Loan or
      Swingline Loan, the applicable percentage set forth in Annex I.

     

    “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) either Borrower, (ii) any Subsidiary Guarantor or
      (iii) other than for purposes of Section
      6.06,
      any
      other Subsidiary.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “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.

     

    “Auto-Renewal
      Letter of Credit”
shall
      have the meaning assigned to such term in Section 2.18(c)(ii).

     

    “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 (a) 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, or (b) a Swingline Loan.

     

    “Borrowing
      Request”
shall
      mean a request by U.S. Borrower in accordance with the terms of Section 2.03
      and
      substantially in the form of Exhibit
      C,
      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
      Borrower”
shall
      have the meaning assigned to such term in the preamble hereto.

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

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

     

    “Canadian
      Guarantors”
shall
      have the meaning assigned to such term in Section
      7.01.

     

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

     

    “Canadian
      Loan Parties”
shall
      mean Canadian Borrower and the Canadian Guarantors; provided
      that
      Parent and U.S. Borrower shall only constitute Canadian Loan Parties in their
      capacities as Canadian Guarantors.

     

    “Canadian
      Mortgaged Property”
shall
      mean the Mortgaged Property owned or leased by the Canadian Loan
      Parties.

     

    “Canadian
      Obligations”
shall
      mean (a) obligations of Canadian Borrower and the other Canadian Loan
      Parties from time to time arising 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 Canadian Term 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 Canadian
      Borrower and the other Canadian Loan Parties under this Agreement and the other
      Loan Documents, (b) the due and punctual performance of all covenants,
      agreements, obligations and liabilities of Canadian Borrower and the other
      Canadian 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 Canadian Borrower and the other Canadian Loan Parties under
      each
      Hedging Agreement relating to either the Canadian Term 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
      Canadian Hedging Agreement”)
      and
      (d) the due and punctual payment and performance of all obligations in
      respect of overdrafts and related liabilities owed to any Canadian Term Loan
      Lender, any Affiliate of a Canadian Term Loan 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 Canadian Term Loans.

     

    “Canadian
      Secured Parties”
shall
      mean, collectively, the Administrative Agent, the Collateral Agent, each other
      Agent, the Lenders and each party to a Permitted Canadian 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.

     

    “Canadian
      Security Agreement”
shall
      mean a Security Agreement substantially in the form of Exhibit M-2
      among
      Loan Parties organized under the laws of Canada or a province thereof and
      Collateral Agent for the benefit of the Canadian Secured Parties.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Canadian
      Security Agreement Collateral”
shall
      mean all property pledged or granted as collateral pursuant to the Canadian
      Security Agreement delivered on February 12, 2004 or thereafter pursuant to
      Section 5.10.

     

    “Canadian
      Security Documents”
shall
      mean the Canadian Security Agreement, the Mortgages entered into by the Canadian
      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 Canadian Obligations,
      and all financing statements or instruments of perfection required by this
      Agreement, the Canadian Security Agreement 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 Canadian Security Agreement and
      any other document or instrument utilized to pledge as collateral for the
      Canadian Obligations any property.

     

    “Canadian
      Subsidiary”
shall
      mean a Subsidiary of Canadian Borrower.

     

    “Canadian
      Subsidiary Guarantor”
shall
      mean a Canadian Subsidiary that is or becomes a party to this Agreement pursuant
      to Section
      5.10.

     

    “Canadian
      Term Loan”
shall
      mean the term loans made by the Canadian Term Loan Lenders to Canadian Borrower
      pursuant to Section 2.01(b) of the Original Credit Agreement. Each Canadian
      Term Loan shall be either an ABR Term Loan or a Eurodollar Term
      Loan.

     

    “Canadian
      Term Loan Commitment”
shall
      mean, with respect to each Canadian Term Loan Lender, the commitment, if any,
      of
      such Canadian Term Loan Lender to make a Canadian Term Loan hereunder on
      February 24, 2006 in the amount set forth on Schedule I to the Lender
      Addendum executed and delivered by such Canadian Term Loan Lender. The aggregate
      amount of the Lenders’ Canadian Term Loan Commitments was $25.0 million on
      February 24, 2006.

     

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

     

    “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 U.S. 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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “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 U.S. 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 U.S. Borrower
      representing a majority of the voting power of the total outstanding Voting
      Stock of U.S. 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 U.S. 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 U.S. Borrower representing more than 35% of the voting power of the total
      outstanding Voting Stock of U.S. 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 U.S. 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 U.S. Borrower representing more than the voting
      power of the Voting Stock of U.S. Borrower owned by the Permitted Holders;
      or

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (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.

     

    “Class,”
when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are Revolving Loans, U.S. Term B-3 Loans,
      Canadian Term Loans or Swingline Loans and, when used in reference to any
      Commitment, refers to whether such Commitment is a Revolving Commitment, U.S.
      Term B-3 Commitment, Canadian Term Loan Commitment or Swingline Commitment,
      in
      each case, under this Agreement as originally in effect or pursuant to
Sections
      11.02(d)
      or
(f),
      of
      which such Loan, Borrowing or Commitment shall be a part.

     

    “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 U.S. Security Agreement Collateral, the Canadian
      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 the Canadian Collateral Account or the U.S. Collateral Account, as
      applicable.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

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

     

    “Commercial
      Letter of Credit”
shall
      mean any letter of credit or similar instrument issued for the purpose of
      providing credit support in connection with the purchase of materials, goods
      or
      services by U.S. Borrower or any of its Subsidiaries in the ordinary course
      of
      their businesses.

     

    “Commitment”
shall
      mean, with respect to any Lender, such Lender’s Revolving Commitment, U.S. Term
      B-3 Loan Commitment, Canadian Term Loan Commitment or Swingline Commitment,
      and
      any Commitment to make Term Loans of a new Class extended by such Lender as
      provided in Section
      11.02(d).

     

    “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.

     

    “Consolidated
      Amortization Expense”
shall
      mean, for any period, the amortization expense of U.S. 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 U.S. Borrower and
      its
      Subsidiaries which may properly be classified as current assets on a
      consolidated balance sheet of U.S. Borrower and its Subsidiaries in accordance
      with GAAP.

     

    “Consolidated
      Current Liabilities”
shall
      mean, as at any date of determination, the total liabilities of U.S. 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
      U.S. Borrower and its Subsidiaries in accordance with GAAP.

     

    “Consolidated
      Depreciation Expense”
shall
      mean, for any period, the depreciation expense of U.S. 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 U.S. 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
      U.S.
      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,

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (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 Third Amendment
      Transactions during such period (not to exceed $11.0 million) to the extent
      actually incurred and expensed within one year of February 24, 2006,
      (ii) in connection with the Fourth Amendment Transactions during such
      period (not to exceed $25.0 million) to the extent actually incurred and
      expensed within one year of the Fourth Amendment Effectiveness Date and (iii)
      in
      connection with the Fifth Amendment Transactions during such period to the
      extent actually incurred and expensed within one year of the Fifth Amendment
      Effectiveness 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
      U.S. 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;
      and

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (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, 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
      First Lien Indebtedness”
shall
      mean, as at any date of determination, Consolidated Indebtedness that is not
      Subordinated Indebtedness and that is secured by a Lien on any assets of the
      U.S. Borrower or any of its Subsidiaries other than a Lien that expressly
      provides that it ranks junior to the Lien granted under the Security Documents
      to the Collateral Agent for the benefit of the Secured Parties in all
      respects.

     

    “Consolidated
      Indebtedness”
shall
      mean, as at any date of determination, without duplication, (x) the aggregate
      amount of all Indebtedness of U.S. Borrower and its Subsidiaries less (y) cash
      and Cash Equivalents on hand of U.S. 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 U.S. 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 U.S. Borrower and its Subsidiaries
      for
      such period;

     

    (b) commissions,
      discounts and other fees and charges owed by U.S. 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 U.S. Borrower or any of its Subsidiaries for such
      period;

     

    (d) cash
      contributions to any employee stock ownership plan or similar trust made by
      U.S.
      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 U.S.
      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 U.S.
      Borrower or any of its Subsidiaries for such period;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

     

    (g) all
      interest on any Indebtedness of U.S. 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 Third Amendment Transactions, the Fourth
      Amendment Transactions or the Fifth Amendment 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 U.S. 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 U.S. Borrower) in
      which any person other than U.S. 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 U.S. Borrower or (subject to clause (b)
      below) any of its Subsidiaries during such period;

     

    (b) the
      net
      income of any Subsidiary of U.S. 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 U.S. 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 U.S. Borrower
      or any of its Subsidiaries upon (i) any Asset Sale (other than any
      dispositions in the ordinary course of business) by U.S. Borrower or any of
      its
      Subsidiaries, (ii) the disposition of any Cash Equivalents or
      (iii) the repayment or cancellation of any Indebtedness of U.S. Borrower or
      any of its Subsidiaries;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (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 U.S. Borrower or any of its Subsidiaries during
      such period; provided
      that
      such nonrecurring losses shall not exceed $7.5 million in any Test Period;
      and

     

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

     

    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
      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 Borrowers 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 U.S. 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 $2.0 million, 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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    “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, as the context may require, (i) the making of a Loan by a Lender or
      (ii) the issuance of any Letter of Credit, or the amendment, extension or
      renewal of any existing Letter of Credit, by the Issuing Bank.

     

    “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).

     

    “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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    “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.

     

    “Engagement
      Letter”
shall
      mean the confidential Engagement Letter, dated March 7, 2007, between
      Parent and UBSS.

     

    “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.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    “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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

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

     

    “Eurodollar
      Loan”
shall
      mean any Eurodollar Revolving Loan or Eurodollar Term Loan.

     

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

     

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

     

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

     

    “Eurodollar
      Term Loan”
shall
      mean any Term 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) Capital
      Expenditures that U.S. 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
      U.S. 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 U.S. Borrower and certifying that such Capital
      Expenditures will be made in the following Excess Cash Flow Period;

     

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

     

    (e) taxes
      of
      U.S. 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;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (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 U.S. 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
      U.S. 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 U.S. 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(d),
      (h),
      (j)
      or
(l)
      (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);
      and

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    to
      the
      extent subtracted in determining Consolidated EBITDA, all items that did not
      result from a cash payment by U.S. 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 U.S. Borrower ending on or after December 31,
      2008.

     

    “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 either 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 either 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
      have the meaning assigned to such term in the recitals hereto.

     

    “Existing
      Lenders” shall
      have the meaning assigned to such term in the recitals hereto.

     

    “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.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

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

     

    “Fifth
      Amendment and Restatement”
shall
      have the meaning assigned to such term in preamble hereto.

     

    “Fifth
      Amendment Effectiveness Date”
shall
      have the meaning assigned to such term in Section 4.03.

     

    “Fifth
      Amendment Transaction
      Documents”
shall
      mean the Loan Documents.

     

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

     

    “Fifth
      Confidential Information Memorandum”
shall
      mean the marketing materials prepared by U.S. Borrower and UBSS in connection
      with the Fifth Amendment and Restatement.

     

    “Final
      Maturity Date”
shall
      mean the later of the Revolving Maturity Date and the Term Loan 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 Leverage Ratio”
shall
      mean, at any date of determination, the ratio of Consolidated First Lien
      Indebtedness on such date to Consolidated EBITDA for the Test Period then most
      recently ended.

     

    “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.

     

    “Fourth
      Amendment Effectiveness Date”
shall
      mean October 31, 2006.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    “Fourth
      Amendment Transaction
      Documents”
shall
      mean the Alcoa Acquisition Documents, the Second Lien Loan Documents and the
      Loan Documents.

     

    “Fourth
      Amendment Transactions”
shall
      mean, collectively, the transactions that occurred on or prior to the Fourth
      Amendment Effectiveness Date pursuant to the Fourth Amendment Transaction
      Documents, including (a) the consummation of the Alcoa Acquisition;
      (b) the execution, delivery and performance of those Loan Documents which
      were amended or otherwise modified on the Fourth Amendment Effectiveness Date
      to
      the extent contemplated by the Existing Credit Agreement and the borrowings
      that
      occurred on the Fourth Amendment Effectiveness Date; (c) the execution, delivery
      and performance of the Second Lien Loan Documents; and (d) the payment of
      all fees and expenses paid on or prior to the Fourth Amendment Effectiveness
      Date and owing in connection with the foregoing.

     

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

     

    “GAAP”
shall
      mean generally accepted accounting principles in the United States applied
      on a
      consistent basis; provided
      that
      with respect to Canadian Borrower and any Canadian Subsidiaries organized under
      the laws of Canada or a province thereof, for purposes of Sections 3.13,
      5.05,
      5.07
      and
5.09“GAAP”
      shall mean generally accepted accounting principles in Canada 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
      mean the U.S. Guaranteed Obligations and/or the Canadian Guaranteed Obligations,
      as applicable.

     

    “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.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    “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.

     

    “Increased
      Revolving Lender”
shall
      mean each Lender that was a Lender immediately prior to giving effect to the
      Fifth Amendment Effectiveness Date that delivers a Lender Addendum pursuant
      to
      the last sentence of Section 2.01.

     

    “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.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

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

     

    “Intercompany
      Note”
shall
      mean the U.S. Intercompany Note and the Canadian Intercompany Note.

     

    “Intercreditor
      Agreement”
shall
      mean an intercreditor agreement, entered into in connection with Indebtedness
      secured by Liens permitted by Section
      6.02(r)
      substantially in the form of Exhibit
      R.

     

    “Interest
      Election Request”
shall
      mean a request by either Borrower to convert or continue a Revolving Borrowing
      or Term 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 (including Swingline Loans), 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, (c) with respect to any
      Revolving Loan or Swingline Loan, the Revolving Maturity Date or such earlier
      date on which the Revolving Commitments are terminated and (d) with respect
      to any Term Loan, the Term Loan 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 applicable 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
      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 Fifth Amendment Effectiveness 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.

     

    “Issuing
      Bank”
shall
      mean, as the context may require, (a) UBS AG, Stamford Branch, with respect
      to Letters of Credit issued by it; (b) any other Lender that may become an
      Issuing Bank pursuant to Sections 2.18(j)
      and
(k)
      with
      respect to Letters of Credit issued by such Lender; or (c) collectively,
      all of the foregoing.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

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

     

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

     

    “Judgment
      Currency”
shall
      have the meaning assigned to such term in Section
      11.16.

     

    “Judgment
      Currency Conversion Date”
shall
      have the meaning assigned to such term in Section
      11.16.

     

    “Landlord
      Access Agreement”
shall
      mean (x) with respect to a Real Property located in the United States, a
      U.S. Landlord Access Agreement, substantially in the form of Exhibit G-1
      and
      (y) with respect to a Real Property located in Canada, a Canadian Landlord
      Access Agreement, substantially in the form of Exhibit G-2,
      or, in
      either case, a landlord access agreement in such other form as may reasonably
      be
      acceptable to the Collateral Agent.

     

    “LC
      Commitment”
shall
      mean the commitment of the Issuing Bank to issue Letters of Credit pursuant
      to
Section 2.18,
      as the
      same shall be reduced from time to time pursuant to Section
      2.07
      or
Section
      2.18.
      The
      amount of the LC Commitment is $35.0 million as of the Fifth Amendment
      Effectiveness Date, but in no event shall exceed the Revolving
      Commitments.

     

    “LC
      Disbursement”
shall
      mean a payment or disbursement made by the Issuing Bank pursuant to a Letter
      of
      Credit.

     

    “LC
      Exposure”
shall
      mean at any time the sum of (a) the aggregate undrawn amount of all
      outstanding Letters of Credit at such time plus
      (b) the aggregate principal amount of all Reimbursement Obligations
      outstanding at such time; provided
      that the
      amount in clause (a) will be reduced by (x) for any purpose other than
      calculating a fee due under this Agreement, the amount of industrial or economic
      revenue bonds issued in connection with the Assumed Debt and held by a
      remarketing agent or trustee for the benefit of the Collateral Agent and
      (y) the amount of cash deposited by U.S. Borrower in the Ply Gem LC
      Restricted Account. The LC Exposure of any Revolving Lender at any time shall
      mean its Pro Rata Percentage of the aggregate LC Exposure at such
      time.

     

    “LC
      Participation Fee”
shall
      have the meaning assigned to such term in Section 2.05(c).

     

    “LC
      Request”
shall
      mean a request by U.S. Borrower in accordance with the terms of Section 2.18(b)
      and
      substantially in the form of Exhibit H,
      or such
      other form as shall be approved by the Administrative Agent.

     

    “LC
      Sub-Account”
shall
      have the meaning assigned to such term in Section 9.01(d).

     

    “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 Fifth Amendment Effectiveness Date,
      a
      lender addendum in the form of Exhibit I,
      to be
      executed and delivered by such Lender on the Fifth Amendment Effectiveness
      Date
      as provided in Section 11.14.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    “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 the U.S. Lenders and the Canadian Term Loan Lenders.

     

    “Letter
      of Credit”
shall
      mean any (i) Standby Letter of Credit and (ii) Commercial Letter of
      Credit, in each case, issued or to be issued by an Issuing Bank for the account
      of U.S. Borrower pursuant to Section 2.18.

     

    “Letter
      of Credit Expiration Date”
shall
      mean the date which is fifteen days prior to the Revolving Maturity
      Date.

     

    “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 Amendment Agreement, each LC Request or application,
      the Notes (if any), the Security Documents, the Intercreditor Agreement (if
      any), each Permitted U.S. Hedging Agreement, each Permitted Canadian Hedging
      Agreement and, solely for purposes of Section
      8.01(e)
      hereof,
      the Engagement Letter.

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    “Loans”
shall
      mean, as the context may require, a Revolving Loan, a U.S. Term B-3 Loan, a
      Canadian Term Loan or a Swingline Loan (and shall include any Loans contemplated
      by Section
      11.02(d)
      or
(f)).

     

    “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 and Letters of Credit) 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.

     

    “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 (i) in the case of Real Property owned in fee by a U.S. Loan Party,
      shall be substantially in the form of Exhibit J-1,
      (ii) in the case of Real Property owned in fee by a Canadian Loan Party,
      shall be substantially in the form of Exhibit J-2,
      and
      (iii) in the case of leased Real Property, shall be substantially in the
      form of Exhibit J-3,
      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.

     

    “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 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 Borrower.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    “Net
      Cash Proceeds”
shall
      mean:

     

    (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 U.S. 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) U.S. 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
      Lenders”
means
      the Lenders on the Fifth Amendment Effectiveness Date other than the Existing
      Lenders.

     

    “New
      Revolving Lender”
shall
      mean each Lender that was not a Revolving Lender immediately prior to the Fifth
      Amendment Effectiveness Date that delivers a Lender Addendum pursuant to the
      last sentence of Section 2.01

     

    “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.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    “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 U.S. 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 U.S. Borrower in exchange for, and as contemplated
      by, such notes with substantially identical terms as such notes.

     

    “Non-Consenting
      Term Loan Lender”
shall
      have the meaning assigned to such term in Section
      2.10(k).

     

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

     

    “Notes”
shall
      mean any notes evidencing the Term Loans, Revolving Loans or Swingline Loans
      issued pursuant to this Agreement, if any, substantially in the form of
Exhibit K-1,
      K-2,
      K-3
      or
K-4.

     

    “Obligations”
shall
      mean the Canadian Obligations and the U.S. Obligations.

     

    “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.

     

    “Original
      Agents”
shall
      mean the Agents under the Original Credit Agreement.

     

    “Original
      Credit Agreement”
shall
      mean this Agreement as entered into by the Borrowers, the Agents and the Lenders
      on February 12, 2004 and first amended and restated on March 3,
      2004.

     

    “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.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    “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 U.S. 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 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
      U.S. 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) U.S. Borrower
      shall be in compliance with the covenant 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 the financial covenant 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 U.S. 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;

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    (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, U.S.
      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 U.S. 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,
      U.S. 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
      Canadian Hedging Agreement”
shall
      have the meaning assigned to such term in the definition of “Canadian
      Obligations.”

     

    “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) and (n) 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
      February 12, 2004 and 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
      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 U.S. 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.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    “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 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 U.S. 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
      U.S. Borrower or its Subsidiaries which payments by U.S. Borrower are not in
      excess of the tax liabilities that would have been payable by U.S. Borrower
      and
      its Subsidiaries on a stand-alone basis.

     

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

     

    “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 at the Collateral Agent the amounts
      in
      which serve to cash collateralize outstanding Letters of Credit. By its
      execution of this Agreement, U.S. Borrower consents to and authorizes the
      establishment and maintenance of such account by the Collateral Agent and
      pledges and grants to the Collateral Agent for the benefit of the Secured
      Parties, a lien on and security interest in, such account and all funds therein.
      It is understood and agreed that the funds in such account shall be invested
      only in overnight investments denominated in U.S. dollars.

     

    “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.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    “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.

     

    “Pro
      Rata Percentage”
of
      any
      Revolving Lender at any time shall mean the percentage of the total Revolving
      Commitments of all Revolving Lenders represented by such Lender’s Revolving
      Commitment.

     

    “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,
      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.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    “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.

     

    “Reimbursement
      Obligations”
shall
      mean U.S. Borrower’s obligations under Section 2.18(e)
      to
      reimburse LC Disbursements.

     

    “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 Loans, LC Exposure and unused Revolving and
      U.S. Term B-3 Loan Commitments representing more than 50% of the sum of all
      Loans outstanding, LC Exposure and unused Revolving and U.S. Term B-3 Loan
      Commitments at such time.

     

    “Required
      Revolving Lenders”
shall
      mean, at any time, Lenders having Revolving Loans, LC Exposure and unused
      Revolving Commitments representing more than 50% of the sum of all Revolving
      Loans outstanding, LC Exposure and unused Revolving Commitments at such
      time.

     

    “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
      U.S. 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.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    “Revolving
      Availability Period”
shall
      mean the period from and including February 12, 2004 to but excluding the
      earlier of (i) the Business Day preceding the Revolving Maturity Date and
      (ii) the date of termination of the Revolving Commitments.

     

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

     

    “Revolving
      Commitment”
shall
      mean, with respect to each U.S. Lender, the commitment, if any, of such U.S.
      Lender to make Revolving Loans hereunder up to the amount set forth on
      Schedule I to the Lender Addendum executed and delivered by such U.S.
      Lender or by an amendment to this Agreement pursuant to Section
      11.02(f),
      or in
      the Assignment and Assumption pursuant to which such U.S. Lender assumed its
      Revolving Commitment, as applicable, as the same may be (a) reduced from
      time to time pursuant to Section 2.07
      and
      (b) reduced or increased from time to time pursuant to assignments by or to
      such U.S. Lender pursuant to Section 11.04.
      The
      aggregate amount of the Lenders’ Revolving Commitments as of the Fourth
      Amendment Effectiveness Date was $70.0 million. On the Fifth Amendment
      Effectiveness Date, the Revolving Commitments shall increase from $70.0 million
      to $75.0 million.

     

    “Revolving
      Exposure”
shall
      mean, with respect to any U.S. Lender at any time, the aggregate principal
      amount at such time of all outstanding Revolving Loans of such U.S. Lender,
      plus
      the
      aggregate amount at such time of such Lender’s LC Exposure, plus
      the
      aggregate amount at such of such Lender’s Swingline Exposure.

     

    “Revolving
      Lender”
shall
      mean a U.S. Lender with a Revolving Commitment.

     

    “Revolving
      Loan”
shall
      mean a Loan made by the U.S. Lenders to U.S. Borrower pursuant to Section 2.01(c).
      Each
      Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving
      Loan.

     

    “Revolving
      Maturity Date”
shall
      mean the date which is five years after February 12, 2004 or, if such date
      is not a Business Day, the first Business Day thereafter.

     

    “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
      Lien Credit Agreement”
shall
      mean that certain credit agreement dated as of October 31, 2006 among U.S.
      Borrower, Parent and the other guarantors party thereto, the lenders party
      thereto, UBS Securities LLC and Deutsche Bank Securities Inc. as joint lead
      arrangers, J.P. Morgan Securities Inc. as co-arranger and documentation agent
      and UBS AG, Stamford Branch, as administrative agent and as collateral
      agent.

     

    “Second
      Lien Facility Refinancing”
shall
      have the meaning assigned to such term in the preamble hereto.

     

    “Secured
      Parties”
shall
      mean the U.S. Secured Parties and the Canadian Secured Parties.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

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

     

    “Securities
      Collateral”
shall
      have the meaning assigned to such term in the U.S. Security Agreement or the
      Canadian Security Agreement, as applicable.

     

    “Security
      Agreement”
shall
      mean the U.S. Security Agreement or the Canadian Security Agreement, as
      applicable.

     

    “Security
      Documents”
shall
      mean the U.S. Security Documents and the Canadian Security
      Documents.

     

    “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 U.S. 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 and thereafter amended from time to time
      subject to the requirements of this Agreement.

     

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

     

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

     

    “Standby
      Letter of Credit”
shall
      mean any standby letter of credit or similar instrument issued for the purpose
      of supporting (a) workers’ compensation liabilities of U.S. Borrower or any
      of its Subsidiaries, (b) the obligations of third-party insurers of U.S.
      Borrower or any of its Subsidiaries arising by virtue of the laws of any
      jurisdiction requiring third-party insurers to obtain such letters of credit,
      (c) performance, payment, deposit or surety obligations of U.S. Borrower or
      any of its Subsidiaries if required by law or governmental rule or regulation
      or
      in accordance with custom and practice in the industry, (d) Indebtedness of
      U.S. Borrower or any of its Subsidiaries permitted to be incurred under
Section 6.01
      or (e)
      any other purpose not prohibited hereunder and acceptable to the Issuing
      Bank.

     

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

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    “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 U.S.
      Borrower.

     

    “Subsidiary
      Guarantor”
shall
      mean each U.S. Subsidiary Guarantor and each Canadian Subsidiary
      Guarantor.

     

    “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.

     

    “Swingline
      Commitment”
shall
      mean the commitment of the Swingline Lender to make loans pursuant to
Section 2.17,
      as the
      same may be reduced from time to time pursuant to Section 2.07
      or
Section 2.17.
      The
      amount of the Swingline Commitment is $15.0 million as of the Fifth Amendment
      Effectiveness Date, but in no event shall exceed the Revolving
      Commitments.

     

    “Swingline
      Exposure”
shall
      mean at any time the aggregate principal amount at such time of all outstanding
      Swingline Loans. The Swingline Exposure of any Revolving Lender at any time
      shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at
      such
      time.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

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

     

    “Swingline
      Loan”
shall
      mean any loan made by the Swingline Lender pursuant to Section 2.17.

     

    “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).

     

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

     

    “Term
      Loan Lender”
shall
      mean a Lender with a U.S. Term B-3 Loan Commitment or an outstanding Term
      Loan.

     

    “Term
      Loan Maturity Date”
shall
      mean August 15, 2011 or, if such date is not a Business Day, the first Business
      Day thereafter.

     

    “Term
      Loan Repayment Date”
shall
      have the meaning assigned to such term in Section 2.09(a).

     

    “Term
      Loans”
shall
      mean the U.S. Term B-3 Loans and the Canadian Term Loans.

     

    “Test
      Period”
shall
      mean, at any time, the four consecutive fiscal quarters of U.S. 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).

     

    “Third
      Amendment Transaction
      Documents”
shall
      mean the Alenco Acquisition Documents and the Loan Documents.

     

    “Third
      Amendment Transactions”
shall
      mean, collectively, the transactions that occurred on February 24, 2006 pursuant
      to the Third Amendment Transaction Documents, including (a) the
      consummation of the Alenco Acquisition; (b) the execution, delivery and
      performance of those 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.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    “Title
      Company”
shall
      mean any title insurance company as shall be retained by U.S. 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.

     

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

     

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

     

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

     

    “U.S.
      Guarantors”
shall
      have the meaning assigned to such term in Section
      7.01.

     

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

     

    “U.S.
      Lenders”
shall
      mean (a) the financial institutions that have become a party hereto
      pursuant to a Lender Addendum that make U.S. Loans or provide Commitments to
      U.S. Borrower and (b) any financial institution that has become a party
      hereto pursuant to an Assignment and Assumption that makes U.S. Loans or
      provides a Commitment to U.S. Borrower, other than, in each case, any such
      financial institution that has ceased to be a party hereto pursuant to an
      Assignment and Assumption. Unless the context clearly indicates otherwise,
      the
      term “U.S. Lenders” shall include the Swingline Lender.

     

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

     

    “U.S.
      Loans”
shall
      mean all Loans other than the Canadian Term Loans.

     

    “U.S.
      Mortgaged Property”
shall
      mean the Mortgaged Properties owned or leased by the U.S. Loan
      Parties.

     

    “U.S.
      Obligations”
shall
      mean (a) obligations of U.S. Borrower and the other U.S. 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 U.S. Loans, when and as due,
      whether at maturity, by acceleration, upon one or more dates set for prepayment
      or otherwise, (ii) each payment required to be made by U.S. Borrower and
      the other U.S. Loan Parties under this Agreement in respect of any Letter of
      Credit, when and as due, including payments in respect of Reimbursement
      Obligations, interest thereon and obligations to provide cash collateral and
      (iii) 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 U.S. Borrower and the other U.S.
      Loan Parties under this Agreement and the other Loan Documents, (b) the due
      and punctual performance of all covenants, agreements, obligations and
      liabilities of U.S. Borrower and the other U.S. 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 U.S. Borrower and the other U.S.
      Loan Parties under each Hedging Agreement relating to either the U.S. 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
      U.S. Hedging Agreement”)
      and
      (d) the due and punctual payment and performance of all obligations in
      respect of overdrafts and related liabilities owed to any U.S. Lender, any
      Affiliate of a U.S. 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 U.S. Loans.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    “U.S.
      Secured Parties”
shall
      mean, collectively, the Administrative Agent, the Collateral Agent, each other
      Agent, the U.S. Lenders and each party to a Permitted U.S. 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.

     

    “U.S.
      Security Agreement”
shall
      mean a Security Agreement substantially in the form of Exhibit M-1
      among
      the U.S. Loan Parties and Collateral Agent for the benefit of the Secured
      Parties.

     

    “U.S.
      Security Agreement Collateral”
shall
      mean all property pledged or granted as collateral pursuant to the U.S. Security
      Agreement delivered on February 12, 2004 or thereafter pursuant to Section 5.10.

     

    “U.S.
      Security Documents”
shall
      mean the U.S. Security Agreement, the Mortgages entered into by the U.S. 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 U.S. 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 U.S. Security Agreement or
      any
      Mortgage and any other document or instrument utilized to pledge as collateral
      for the Obligations any property.

     

    “U.S.
      Subsidiaries”
shall
      mean all Subsidiaries of U.S. Borrower other than Canadian Borrower and Canadian
      Subsidiaries.

     

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

     

    
      
        
        

      

      
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    “U.S.
      Term B-3 Loan”
shall
      mean the term loans made by the U.S. Term B-3 Loan Lenders to U.S. Borrower
      pursuant to Section 2.01(b).
      Each
      U.S. Term B-3 Loan shall be either an ABR Term Loan or a Eurodollar Term
      Loan.

     

    “U.S.
      Term B-3 Loan Commitment”
shall
      mean, with respect to each U.S. Term B-3 Loan Lender, the commitment, if any,
      of
      such U.S. Term B-3 Loan Lender to make a U.S. Term B-3 Loan hereunder on the
      Fifth Amendment Effectiveness Date in the amount set forth on Schedule I to
      the Lender Addendum executed and delivered by such U.S. Term B-3 Loan Lender
      on
      the Fifth Amendment Effectiveness Date. The aggregate amount of the Lenders’
U.S. Term B-3 Loan Commitments as of the Fifth Amendment Effectiveness Date
      is
      $663,720,000.

     

    “U.S.
      Term B-3 Loan Lender”
shall
      mean each U.S. Lender that has a U.S. Term B-3 Loan Commitment or is the holder
      of a U.S. Term B-3 Loan.

     

    “U.S.
      Term Loan”
shall
      mean a “U.S. Term Loan” under and as defined in the Existing Credit
      Agreement.

     

    “U.S.
      Term Loan Lender”
shall
      mean a “U.S. Term Loan Lender” under and as defined in the Existing Credit
      Agreement.

     

    “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 may be classified and referred to by Class
      (e.g., a
      “Revolving
      Loan”)
      or by
      Type (e.g., a
      “Eurodollar
      Loan”)
      or by
      Class and Type (e.g.,
      a
“Eurodollar
      Revolving Loan”).
      Borrowings also may be classified and referred to by Class (e.g., a
      “Revolving
      Borrowing,”
      “Borrowing
      of Canadian Term Loans”)
      or by
      Type (e.g., a
      “Eurodollar
      Borrowing”)
      or by
      Class and Type (e.g., a
      “Eurodollar
      Revolving 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.

     

    
      
        
        

      

      
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    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
      Fifth Amendment Effectiveness Date unless otherwise agreed to by U.S. 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.

     

    SECTION
      1.06  Effect
      of This Agreement on the First Amended and Restated Agreement and the Other
      Loan
      Documents

     

    Upon
      satisfaction of the conditions precedent to the effectiveness of this Agreement
      set forth in Section
      4.03,
      this
      Agreement shall be binding on Borrowers, the Agents, the Lenders and the other
      parties hereto and the provisions of the Existing Credit Agreement shall be
      replaced by the provisions of this Agreement; provided
      that
      (i) all Loans, Letters of Credit or other Credit Extensions outstanding
      under the Existing Credit Agreement (other than U.S. Term Loans which are not
      being converted into U.S. Term B-3 Loans) shall continue as Loans, Letters
      of
      Credit or other Credit Extensions, as applicable, under this Agreement (and,
      in
      the case of Eurodollar Loans, with the same Interest Periods as were applicable
      to such Eurodollar Loans immediately prior to the Fifth Amendment Effectiveness
      Date), (ii) all amounts owing by the Borrowers under the Existing Credit
      Agreement to any person in respect of accrued and unpaid interest and fees
      on
      the Loans, Commitments and Letters of Credit shall continue to be due and owing
      on such Loans, Commitments and Letters of Credit under this Agreement (other
      than accrued and unpaid interest for any U.S. Term Loans that are not being
      converted into U.S. Term B-3 Loans, which accrued and unpaid interest shall
      be
      paid in accordance with Section
      2.01(d))
      and
      (iii) any person entitled to the benefits of Article
      III
      or
Section
      11.03
      of the
      Existing Credit Agreement shall continue to be entitled to the benefits of
      the
      corresponding provisions of this Agreement. Upon the effectiveness of this
      Agreement in accordance with Section
      4.03,
      each
      Loan Document that was in effect immediately prior to the Fifth Amendment
      Effectiveness Date shall continue to be effective and, unless the context
      otherwise requires, any reference to the Existing Credit Agreement contained
      therein shall be deemed to refer to this Agreement and any reference to the
      U.S.
      Term Loans shall be deemed to refer to the U.S. Term B-3 Loans.

     

    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:

     

    (a)  each
      Lender that has executed the Amendment Agreement agrees to the Fifth Amendment
      and Restatement on the terms set forth in the Amendment Agreement.

     

    (b)  (i)
      each
      person that is a U.S. Term Loan Lender that has a U.S. Term B-3 Loan Commitment
      in excess of its U.S. Term Loans immediately prior to giving effect to the
      Fifth
      Amendment and Restatement and each Person that does not hold any U.S. Term
      Loans
      immediately prior to giving effect to the Fifth Amendment and Restatement and
      that, in each case, has executed a Lender Addendum with a U.S. Term B-3 Loan
      Commitment severally agrees to make a U.S. Term B-3 Loan to U.S. Borrower on
      the
      Fifth Amendment Effectiveness Date in an aggregate principal amount equal to
      the
      amount set forth in such person’s Lender Addendum with respect to its U.S. Term
      B-3 Loan Commitment and (ii) each U.S. Term Loan Lender that has so indicated
      on
      its signature page to the Amendment Agreement agrees to convert its U.S. Term
      Loans into U.S. Term B-3 Loans hereunder; and

     

    
      
        
        

      

      
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    (c)  to
      make
      Revolving Loans to U.S. Borrower, at any time and from time to time on or after
      the Fifth Amendment Effectiveness Date until the earlier of the Revolving
      Maturity Date and the termination of the Revolving Commitment of such Lender
      in
      accordance with the terms hereof, in an aggregate principal amount at any time
      outstanding that will not result in such Lender’s Revolving Exposure exceeding
      such Lender’s Revolving Commitment.

     

    (d)  On
      the
      Fifth Amendment Effectiveness Date, with the proceeds of the U.S. Term B-3
      Loans
      made pursuant to Section
      2.01(b)
      (and any
      other funds required therefor), U.S. Borrower shall prepay any U.S. Term Loans
      that are not converted into U.S. Term B-3 Loans and pay all interest on such
      U.S. Term Loans that is accrued and unpaid as of the Fifth Amendment and
      Restatement Effectiveness Date.

     

    (e)  Notwithstanding
      anything to the contrary contained herein, the conversion of any U.S. Term
      Loans
      into U.S. Term B-3 Loans pursuant to Section
      2.01(b),
      and the
      repayment of any U.S. Term Loans not so converted pursuant to Section
      2.01(d)
      shall
      not be deemed to be a prepayment or conversion of the Term Loans for purposes
      of
Section
      2.10.
      

     

    Amounts
      paid or prepaid in respect of Term Loans may not be reborrowed. Within the
      limits set forth in clause (b) above and subject to the terms, conditions
      and limitations set forth herein, U.S. Borrower may borrow, pay or prepay and
      reborrow Revolving Loans. Each Increased Revolving Lender and New Revolving
      Lender shall deliver a Lender Addendum to the Administrative Agent on the Fifth
      Amendment Effectiveness Date, which Lender Addendum shall state in the case
      of
      an Increased Revolving Lender, the amount of the increase in the Revolving
      Commitment of such Lender from that existing immediately prior to the giving
      effect to the Fifth Amendment and Restatement and in the case of a New Revolving
      Lender, the amount of such Lender’s Revolving Commitment.

     

    SECTION
      2.02  Loans

     

    (a)  Each
      Loan
      (other than Swingline Loans) 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). Except for Loans deemed made
      pursuant to Section 2.18(e)(ii),
      (x) ABR Loans comprising any Borrowing shall be in an aggregate principal
      amount that is (i) an integral multiple of $500,000 and not less than $2.5
      million or (ii) equal to the remaining available balance of the applicable
      Commitments and (y) the Eurodollar Loans comprising any Borrowing shall be
      in an aggregate principal amount that is (i) an integral multiple of
      $500,000 and not less than $2.5 million or (ii) equal to the remaining
      available balance of the applicable Commitments.

     

    (b)  Subject
      to Sections 2.11
      and
2.12,
      each
      Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
      applicable 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 applicable
      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
      Borrowers 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.

     

    
      
        
        

      

      
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    (c)  Except
      with respect to Loans made pursuant to Section 2.18(e)(ii),
      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 U.S. 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 applicable 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 such
      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 such Borrower until the date
      such
      amount is repaid to the Administrative Agent at (i) in the case of either
      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 such 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 Borrowers 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 Revolving Maturity
      Date or Term Loan Maturity Date, as applicable.

     

    (f)  On
      the
      Fifth Amendment Effectiveness Date, each Increased Revolving Lender and New
      Revolving Lender shall fund an amount equal to the product of (x) such Increased
      Revolving Lender’s or New Revolving Lender’s Pro Rata Percentage (after giving
      effect to the increase in Revolving Commitments to occur on the Fifth Amendment
      Effectiveness Date) times (y) the aggregate amount of Revolving Loans
      outstanding immediately prior to giving effect to Fifth Amendment Transactions.
      On the Fifth Amendment Effectiveness Date, each Revolving Lender (other than
      any
      Increased Revolving Lender or New Revolving Lender) shall receive its Pro Rata
      Percentage (before giving effect to the increase in Revolving Commitments to
      occur on the Fifth Amendment Effectiveness Date) of the total amount funded
      by
      the Increased Revolving Lenders and New Revolving Lenders pursuant to the
      previous sentence. For the avoidance of doubt, each Increased Revolving Lender
      or New Revolving Lender shall fund any Borrowings requested by the Borrowers
      on
      the Fifth Amendment Effectiveness Date in accordance with the other provisions
      hereof.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    SECTION
      2.03  Borrowing
      Procedure

     

    To
      request a Revolving Borrowing or Term Borrowing, the applicable 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)  whether
      the requested Borrowing is to be a Borrowing of Revolving Loans, U.S. Term
      B-3
      Loans or Canadian Term Loans;

     

    (b)  the
      aggregate amount of such Borrowing;

     

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

     

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

     

    (e)  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 60 days after the Fifth Amendment Effectiveness Date, the Interest Period
      for any U.S. Term B-3 Loans shall be, at the option of Borrower, seven days,
      one, two or three months;

     

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

     

    (g)  that
      the
      conditions set forth in Sections 4.02(b)
      through
(d)
      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 Revolving Borrowing, then the applicable 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)  U.S.
      Borrower hereby unconditionally promises to pay (i) to the Administrative
      Agent for the account of each U.S. Term B-3 Loan Lender, the principal amount
      of
      each U.S. Term B-3 Loan of such U.S. Term B-3 Loan Lender as provided in
Section 2.09,
      (ii) to the Administrative Agent for the account of each Revolving Lender,
      the then unpaid principal amount of each Revolving Loan of such Revolving Lender
      on the Revolving Maturity Date and (iii) to the Swingline Lender, the then
      unpaid principal amount of each Swingline Loan on the earlier of the Revolving
      Maturity Date and the first date after such Swingline Loan is made that is
      the
      15th or last day of a calendar month and is at least two Business Days after
      such Swingline Loan is made; provided
      that on
      each date that a Revolving Borrowing is made, U.S. Borrower shall repay all
      Swingline Loans that were outstanding on the date such Borrowing was
      requested.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

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

     

    (c)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Borrowers 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.

     

    (d)  The
      Administrative Agent shall maintain accounts in which it will record
      (i) the amount of each Loan made hereunder, the Type and Class 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 each 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.

     

    (e)  The
      entries made in the accounts maintained pursuant to paragraphs (c) and (d)
      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
      Borrowers to repay the Loans in accordance with their terms.

     

    (f)  Any
      Lender by written notice to the applicable Borrower (with a copy to the
      Administrative Agent) may request that Loans of any Class made by it be
      evidenced by a promissory note. In such event, the applicable 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-I,
      K-2,
      K-3
      or
K-4,
      as the
      case may be. 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)  Commitment
      Fee.
      Each
      Borrower agrees to pay to the Administrative Agent for the account of each
      Lender a commitment fee (a “Commitment
      Fee”)
      equal
      to the Applicable Fee per annum on the average daily unused amount of each
      Commitment of such Lender to such Borrower during the period from and including
      the Fifth Amendment Effectiveness Date to but excluding the date on which such
      Commitment terminates. Accrued Commitment Fees shall be payable in arrears
      (A) on the last Business Day of March, June, September and December of each
      year, commencing on the first such date to occur after the Fifth Amendment
      Effectiveness Date, and (B) on the date on which such Commitment
      terminates. Commitment Fees shall be computed on the basis of a year of
      360 days and shall be payable for the actual number of days elapsed
      (including the first day but excluding the last day). For purposes of computing
      Commitment Fees with respect to Revolving Commitments, a Revolving Commitment
      of
      a Lender shall be deemed to be used to the extent of the outstanding Revolving
      Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender
      shall be disregarded for such purpose).

     

    (b)  Administrative
      Agent Fees.
      U.S.
      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 U.S. Borrower and
      the Administrative Agent (the “Administrative
      Agent Fees”).

     

    
      
        
        

      

      
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    (c)  LC
      and
      Fronting Fees.
      U.S.
      Borrower agrees to pay (i) to the Administrative Agent for the account of
      each Revolving Lender a participation fee (“LC
      Participation Fee”)
      with
      respect to its participations in Letters of Credit, which shall accrue at a
      rate
      equal to the Applicable Margin from time to time used to determine the interest
      rate on Eurodollar Revolving Loans pursuant to Section 2.06
      on the
      daily amount of such Lender’s LC Exposure (excluding any portion thereof
      attributable to Reimbursement Obligations) during the period from and including
      the later of the Fifth Amendment Effectiveness Date and the date on which such
      fee was last paid to and including the later of the date on which such Lender’s
      Revolving Commitment terminates and the date on which such Lender ceases to
      have
      any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting
      Fee”),
      which
      shall accrue at the rate of 0.25% per annum on the average daily amount of
      the
      LC Exposure (excluding any portion thereof attributable to Reimbursement
      Obligations) during the period from and including the later of the Fifth
      Amendment Effectiveness Date and the date on which such fee was last paid to
      and
      including the later of the date of termination of the Revolving Commitments
      and
      the date on which there ceases to be any LC Exposure, as well as the Issuing
      Bank’s customary fees with respect to the issuance, amendment, renewal or
      extension of any Letter of Credit or processing of drawings thereunder. Accrued
      LC Participation Fees and Fronting Fees shall be payable in arrears (i) on
      the last Business Day of March, June, September and December of each year,
      commencing on the first such date to occur after the Fifth Amendment
      Effectiveness Date, and (ii) on the date on which the Revolving Commitments
      terminate. Any such fees accruing after the date on which the Revolving
      Commitments terminate shall be payable on demand. Any other fees payable to
      the
      Issuing Bank pursuant to this paragraph shall be payable within 10 days
      after demand therefor. All LC Participation Fees and Fronting Fees shall be
      computed on the basis of a year of 360 days and shall be payable for the
      actual number of days elapsed (including the first day but excluding the last
      day).

     

    (d)  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,
      except that U.S. Borrower shall pay the Fronting Fees directly to the Issuing
      Bank. 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, including each Swingline Loan, 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 either 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 Revolving 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 (other than a prepayment of an ABR Revolving Loan or a Swingline 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.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    (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.

     

    (f)  For
      purposes of the Interest Act (Canada), whenever interest payable pursuant to
      this Agreement is calculated with respect to any monetary Obligation relating
      to
      the Canadian Term Loans on the basis of a period other than a calendar year
      (the
“Calculation
      Period”),
      each
      rate of interest determined pursuant to such calculation expressed as an annual
      rate is equivalent to such rate as so determined, multiplied
      by the
      actual number of days in the calendar year in which the same is to be
      ascertained and divided
      by the
      number of days in the Calculation Period.

     

    (g)  The
      principle of deemed reinvestment of interest with respect to any monetary
      Obligation relating to the Canadian Term Loans shall not apply to any interest
      calculation under this Agreement.

     

    (h)  The
      rates
      of interest with respect to any monetary Obligation relating to the Canadian
      Term Loans stipulated in this Agreement are intended to be nominal rates and
      not
      effective rates or yields.

     

    (i)  For
      the
      avoidance of doubt, as of the Fifth Amendment Effectiveness Date and subject
      to
      subsequent conversions pursuant to Section
      2.08,
      each
      U.S. Term B-3 Loan that is a Eurodollar Borrowing shall have an Interest Period
      that is (x) if such U.S. Term B-3 Loan has been converted from a U.S. Term
      Loan
      pursuant to Section
      2.01(b),
      the
      Interest Period in effect for such Term Loan immediately prior to the Fifth
      Amendment Effectiveness Date and (y) if such U.S. Term B-3 Loan is made pursuant
      to a commitment under a Lender Addendum, the Interest Period set for in the
      Borrowing Request delivered with respect thereto. 

     

    (j)  For
      the
      avoidance of doubt, interest on U.S. Term Loans that have been converted to
      U.S.
      Term B-3 Loans pursuant to Section
      2.01(b)
      that
      shall have accrued and shall have been unpaid as of the Fifth Amendment
      Effectiveness Date shall be paid on the first Interest Payment Date applicable
      to such U.S. Term B-3 Loans following the Fifth Amendment Effectiveness
      Date.

     

    SECTION
      2.07  Termination
      and Reduction of Commitments

     

    (a)  The
      U.S.
      Term B-3 Loan Commitments shall automatically terminate at 5:00 p.m., New York
      City time, on the Fifth Amendment Effectiveness Date; the Canadian Term Loan
      Commitments have already terminated. The Revolving Commitments, the Swingline
      Commitment and the LC Commitment shall automatically terminate on the Revolving
      Maturity Date.

     

    (b)  At
      its
      option, the applicable Borrower may at any time terminate, or from time to
      time
      permanently reduce, the Commitments of any Class; provided
      that
      (i) each reduction of the Commitments of any Class shall be in an amount
      that is an integral multiple of $1.0 million and not less than $5.0 million
      and
      (ii) the Revolving Commitments shall not be terminated or reduced if, after
      giving effect to any concurrent prepayment of the Revolving Loans in accordance
      with Section 2.10,
      the
      aggregate amount of Revolving Exposures would exceed the aggregate amount of
      Revolving Commitments.

    
       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

    

    (c)  The
      applicable Borrower shall notify the Administrative Agent in writing of any
      election to terminate or reduce the Commitments under Section 2.07(b)
      at least
      three Business Days prior to the effective date of such termination or
      reduction, specifying such election and the effective date thereof. Promptly
      following receipt of any notice, the Administrative Agent shall advise the
      Lenders of the contents thereof. Each notice delivered by a Borrower pursuant
      to
      this Section shall be irrevocable; provided
      that a
      notice of termination of the Commitments delivered by a Borrower may state
      that
      such notice is conditioned upon the effectiveness of other credit facilities,
      in
      which case such notice may be revoked by a Borrower (by notice to the
      Administrative Agent on or prior to the specified effective date) if such
      condition is not satisfied. Any termination or reduction of the Commitments
      of
      any Class shall be permanent. Each reduction of the Commitments of any Class
      shall be made ratably among the Lenders in accordance with their respective
      Commitments of such Class.

     

    (d)  The
      LC
      Commitment shall automatically be reduced on a dollar for dollar basis by the
      face amount of letters of credit terminated in connection with any Permitted
      Sale and Leaseback Transaction one Business Day after the receipt of such
      proceeds; provided
      that the
      LC Commitment shall not be reduced below $20.0 million pursuant to this
Section
      2.07(d).

     

    SECTION
      2.08  Interest
      Elections

     

    (a)  Each
      Revolving Borrowing and Term Borrowing initially shall be of the Type and Class
      specified in the applicable Borrowing Request and, in the case of a Eurodollar
      Borrowing, shall have an initial Interest Period as specified in such Borrowing
      Request. Thereafter, the applicable 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 Borrowers may elect different options with respect to
      different portions of the affected Borrowing, in which case each such portion
      shall be allocated ratably among the Lenders holding the Loans comprising such
      Borrowing, and the Loans comprising each such portion shall be considered a
      separate Borrowing. Notwithstanding anything to the contrary, the Borrowers
      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. This Section shall not apply to Swingline Borrowings, which may not
      be
      converted or continued. 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 applicable 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 such
      Borrower were requesting a Revolving Borrowing or Term Borrowing of the Type
      and
      Class 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)  the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, 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);

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    (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 60 days after the Fifth Amendment Effectiveness Date, the Interest Period
      for U.S. Term B-3 Loans shall be, at the option of Borrower, one, two or three
      months.

     

    If
      any
      such Interest Election Request requests a Eurodollar Borrowing but does not
      specify an Interest Period, then the applicable 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 U.S. 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  Amortization
      of Term Borrowings

     

    (a)  U.S.
      Borrower shall pay to the Administrative Agent, for the account of the
      applicable U.S. Term B-3 Loan Lenders, on the dates set forth on Annex II,
      or if
      any such date is not a Business Day, on the immediately preceding Business
      Day
      (each such date, a “Term
      Loan Repayment Date”),
      a
      principal amount of the U.S. Term B-3 Loans equal to the amount set forth on
      Annex II
      for such
      date (as adjusted from time to time pursuant to Section 2.10(h)),
      together in each case with accrued and unpaid interest on the principal amount
      to be paid to but excluding the date of such payment.

     

    (b)  Canadian
      Borrower shall pay to the Administrative Agent, for the account of the Canadian
      Term Loan Lenders, on the Term Loan Repayment Dates, a principal amount of
      the
      Canadian Term Loans equal to the amount set forth on Annex II
      for such
      date (as adjusted from time to time pursuant to Section 2.10(h)),
      together in each case with accrued and unpaid interest on the principal amount
      to be paid to but excluding the date of such payment.

     

    (c)  To
      the
      extent not previously paid, all Term Loans shall be due and payable on the
      Term
      Loan Maturity Date.

     

    
      
        
        

      

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

     

    (a)  Optional
      Prepayments.
      Each
      Borrower shall have the right at any time and from time to time to prepay any
      Borrowing made by such 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)  Revolving
      Loan Prepayments.
      

     

    (i)  In
      the
      event of the termination of all the Revolving Commitments, U.S. Borrower shall,
      on the date of such termination, repay or prepay all its outstanding Revolving
      Borrowings and all outstanding Swingline Loans and replace all outstanding
      Letters of Credit or cash collateralize all outstanding Letter of Credit in
      accordance with the procedures set forth in Section 2.18(i).

     

    (ii)  In
      the
      event of any partial reduction of the Revolving Commitments, then (x) at or
      prior to the effective date of such reduction, the Administrative Agent shall
      notify U.S. Borrower and the Revolving Lenders of the sum of the Revolving
      Exposures after giving effect thereto and (y) if the sum of the Revolving
      Exposures would exceed the aggregate amount of Revolving Commitments after
      giving effect to such reduction, then U.S. Borrower shall, on the date of such
      reduction, first,
      repay
      or prepay Swingline Loans, second,
      repay
      or prepay Revolving Borrowings and third,
      replace
      outstanding Letters of Credit or cash collateralize outstanding Letters of
      Credit in accordance with the procedures set forth in Section 2.18(i),
      in an
      aggregate amount sufficient to eliminate such excess.

     

    (iii)  In
      the
      event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving
      Commitments then in effect, U.S. Borrower shall, without notice or demand,
      immediately first,
      repay
      or prepay Revolving Borrowings, and second,
      replace
      outstanding Letters of Credit or cash collateralize outstanding Letters of
      Credit in accordance with the procedures set forth in Section 2.18(i),
      in an
      aggregate amount sufficient to eliminate such excess.

     

    (iv)  In
      the
      event that the aggregate LC Exposure exceeds the LC Commitment then in effect,
      U.S. Borrower shall, without notice or demand, immediately replace outstanding
      Letters of Credit or cash collateralize outstanding Letters of Credit in
      accordance with the procedures set forth in Section 2.18(i),
      in an
      aggregate amount sufficient to eliminate such excess.

     

    (c)  Asset
      Sales.
      (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),
      U.S.
      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);
      provided
      that in
      the case of an Asset Sale pursuant to Section
      6.06(h)(X)
      (i) notwithstanding anything to the contrary in Section
      2.10(h)
      such
      amount shall first be applied to redeem the Canadian Term Loans and the
      Obligations related thereto on behalf of the Canadian Borrower and (ii) any
      such amount remaining after the redemption in full of the Canadian Term Loans
      and the Obligations related thereto shall be applied in accordance with
Section 2.10(c)(II).

     

    (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, U.S. Borrower or any U.S. Subsidiary, U.S. 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);
      and not
      later than one Business Day following the receipt of any Net Cash Proceeds
      of
      any Asset Sale (other than a Permitted Sale and Leaseback Transaction) by
      Canadian Borrower or any Canadian Subsidiary, the Borrowers 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:

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    (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(c)(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 U.S. 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) U.S.
      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(c)(II)(i))
      in
      excess of $15.0 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(c)(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.

     

    (d)  Debt
      Issuance.
      Not
      later than one Business Day following the receipt of any Net Cash Proceeds
      of
      any Debt Issuance by Parent, U.S. Borrower or any of its U.S. Subsidiaries,
      U.S.
      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).
      Not
      later than one Business Day following the receipt of any Net Cash Proceeds
      of
      any Debt Issuance by Canadian Borrower or any Canadian Subsidiary, the
      Borrowers, 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).

     

    (e)  Equity
      Issuance or Preferred Stock Issuance.
      Not
      later than one Business Day following the receipt of any Net Cash Proceeds
      of
      any Equity Issuance, U.S. 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, U.S. Borrower
      or any of its U.S. Subsidiaries, U.S. 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).

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    (f)  Casualty
      Events.
      Not
      later than one Business Day following the receipt of any Net Cash Proceeds
      from
      a Casualty Event by Parent, U.S. Borrower or any of its U.S. Subsidiaries,
      U.S.
      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);
      and not
      later than one Business Day following the receipt of any Net Cash Proceeds
      from
      a Casualty Event by Canadian Borrower or any Canadian Subsidiary, the Borrowers,
      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 U.S. 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(f).

     

    (g)  Excess
      Cash Flow.
      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),
      U.S.
      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 less
      (y) any
      voluntary prepayments of Term Loans and any permanent voluntary reductions
      to
      the Revolving Commitments to the extent that an equal amount of the Revolving
      Loans simultaneously is repaid, in each case so long as such amounts are not
      already reflected in Debt Service, during such Excess Cash Flow Period;
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(g)
      if the
      First Lien Leverage Ratio is less than 1.5:1.0 as of the end of such Excess
      Cash
      Flow Period; provided
      that
      U.S. Borrower shall not be required to make prepayments pursuant to this clause
      (g) until the aggregate Excess Cash Flow for such Excess Cash Flow Period is
      at
      least $20.0 million (such lesser amount the “ECF
      Carryforward Amount”);
      provided
      further
      that the
      ECF Carryforward Amount shall be included in the Excess Cash Flow amount in
      the
      next Excess Cash Flow Period.

     

    (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 applicable 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).
      Subject
      to Section 2.10(h)(iii),
      any
      prepayments or redemptions of Term Loans pursuant to Section 2.10(a),
      (c),
      (d),
      (e),
      (f)
      or
(g)
      shall be
      applied to reduce scheduled prepayments required under Sections 2.09(a)
      and
(b)
      on a
pro
      rata
      basis
      among the prepayments remaining to be made on each Term Loan Repayment Date
      and
      shall be applied, in the case of prepayments or redemptions to be made solely
      by
      U.S. Borrower, first,
      to U.S.
      Term B-3 Loans and second
      if all
      U.S. Term B-3 Loans have been repaid, to Canadian Term Loans on behalf of
      Canadian Borrower, and, in the case of prepayments or redemptions by the
      Borrowers, first,
      by
      Canadian Borrower to Canadian Term Loans and second,
      if all
      Canadian Term Loans have been repaid, by U.S. Borrower to U.S. Term B-3 Loans.
      After application of redemptions and mandatory prepayments of Term Loans
      described above in this Section 2.10(h)
      and to
      the extent there are redemption or mandatory prepayment amounts remaining after
      such application, the Revolving Commitments shall be permanently reduced ratably
      among the Revolving Lenders in accordance with their applicable Revolving
      Commitments in an aggregate amount equal to such excess, and U.S. Borrower
      shall
      comply with Section 2.10(b).

     

    
      
        
        

      

      
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    (ii)  Amounts
      to be applied pursuant to this Section 2.10
      to the
      prepayment or redemption of Term Loans and Revolving Loans shall be applied,
      as
      applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans,
      respectively. Any amounts remaining after each such application shall be applied
      to prepay or redeem Eurodollar Term Loans or Eurodollar Revolving Loans, as
      applicable. 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 applicable 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.

     

    (iii)  Notwithstanding
      Sections
      2.10(e)
      and
2.10(g),
      the
      aggregate amount of all prepayments by the Borrowers with respect to each
      Canadian Term Loan pursuant to Sections
      2.10(e)
      and
2.10(g)
      and
Section
      2.09
      as in
      effect on the Fifth Amendment Effectiveness Date within the first five years
      following the Fifth Amendment Effectiveness Date shall not exceed 25% of the
      initial principal amount of that Canadian Term Loan, except for payments
      required as a result of an acceleration of the Obligations of the Borrowers
      pursuant to Article
      VIII.
      For
      greater certainty and notwithstanding any other provision of this Agreement,
      the
      failure of the Borrowers to make any prepayment of the Canadian Term Loans
      contemplated in Sections 2.10(e)
      and
2.10(g)
      or
Section
      2.09
      solely
      as a consequence of the immediately preceding sentence shall not constitute
      a
      Default. Nothing in this Section
      2.10(h)(iii)
      shall
      affect prepayments of U.S. Loans pursuant to Sections 2.10(e)
      and
2.10(g)
      or
Section
      2.09.

     

    (i)  Notice
      of Prepayment or Offer to Redeem.
      The
      applicable Borrower shall notify the Administrative Agent (and, in the case
      of
      prepayment of a Swingline Loan, the Swingline Lender) 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, (iii) in the case of prepayment of a
      Swingline Loan, not later than 11:00 a.m., New York City time, on the date
      of
      prepayment (provided that no notice shall be required in connection with the
      repayment of any U.S. Term Loans with the proceeds of the U.S. Term B-3 Loans
      and the conversion of such U.S. Term Loans into U.S. Term B-3 Loans) and
      (iv) in the case of an Offer to Redeem, five Business Days prior to the
      proposed date of redemption. Each such notice shall be irrevocable; provided
      that, if
      a notice of prepayment is given in connection with a conditional notice of
      termination of the Commitments as contemplated by Section 2.07,
      then
      such notice of prepayment may be revoked if such termination is revoked in
      accordance with Section 2.07.
      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 (other than a notice relating solely to Swingline Loans), 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 applicable 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 applicable Borrower.

     

    
      
        
        

      

      
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    (j)  Mandatory
      Offers to Redeem.
      When
      required by Sections 2.10(c),
      (d)
      and
(f),
      each
      Borrower shall make an offer to redeem Borrowings made by the Borrowers 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)  Any
      prepayment or Offer to Redeem of any Term Loan effected pursuant to Section
      2.10(a)
      or
(d)
      with the
      proceeds of a substantially concurrent issuance or incurrence of Indebtedness
      under a credit facility (including any replacement or incremental facility
      effected under this Agreement) and any replacement of any Term Loan Lender
      pursuant to Section
      11.02(c)
      that
      declines to consent to any change in the Applicable Margin (a “Non-Consenting
      Term Loan Lender”),
      in
      each case prior to the first anniversary of the Fifth Amendment Effectiveness
      Date, shall, in each case, require the payment of a fee for the account of
      (i)
      each Term Loan Lender holding Term Loans immediately prior to such issuance
      or
      incurrence of Indebtedness and (ii) each such Non-Consenting Term Loan Lender,
      in each case equal to 1.00% of the aggregate principal amount of such prepayment
      or amount of Term Loans then held by such Term Loan Lender or Non-Consenting
      Term Loan Lender, as the case may be, if the Applicable Margin or similar
      interest rate spread applicable to such Indebtedness or as set forth in such
      change is, or upon the satisfaction of certain conditions could be, less than
      the Applicable Margin applicable to the Term Loans as of the Fifth Amendment
      Effectiveness Date. Such fee shall be paid by the applicable Borrower to the
      Administrative Agent for the account of each Lender holding any Term Loans
      entitled thereto on the date of such prepayment or effectiveness of such
      consent, as the case may be.

     

    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

     

    
      
        
        

      

      
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    (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 U.S. Borrower and
      the
      Lenders as promptly as practicable thereafter and, until the Administrative
      Agent notifies U.S. 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 the Issuing Bank; or

     

    (ii)  impose
      on
      any Lender or the Issuing Bank or the London interbank market any other
      condition or expense affecting this Agreement or Eurodollar Loans made by such
      Lender or any Letter of Credit or participation therein;

     

    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, the Issuing Bank
      or
      such Lender’s or the Issuing Bank’s holding company, if any, of participating
      in, issuing or maintaining any Letter of Credit or to reduce the amount of
      any
      sum received or receivable by such Lender or the Issuing Bank hereunder (whether
      of principal, interest or otherwise), then the applicable Borrower will pay
      to
      such Lender or the Issuing Bank, as the case may be, such additional amount
      or
      amounts as will compensate such Lender or the Issuing Bank, as the case may
      be,
      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 or the Issuing Bank 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 or the Issuing
      Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding
      company, if any, as a consequence of this Agreement or the Loans made by, or
      participations in Letters of Credit held by, such Lender, or the Letters of
      Credit issued by the Issuing Bank, to a level below that which such Lender
      or
      the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could
      have achieved but for such Change in Law (taking into consideration such
      Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the
      Issuing Bank’s holding company with respect to capital adequacy), then from time
      to time the applicable Borrower will pay to such Lender or the Issuing Bank,
      as
      the case may be, such additional amount or amounts as will compensate such
      Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
      company for any such reduction suffered.

     

    (c)  A
      certificate of a Lender or the Issuing Bank setting forth in reasonable detail
      the amount or amounts necessary to compensate such Lender or the Issuing Bank
      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 applicable Borrower (with a copy to the Administrative Agent)
      and shall be conclusive and binding absent manifest error. Such Borrower shall
      pay such Lender or the Issuing Bank, as the case may be, the amount shown as
      due
      on any such certificate within 10 days after receipt thereof.

     

    
      
        
        

      

      
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    (d)  Failure
      or delay on the part of any Lender or the Issuing Bank to demand compensation
      pursuant to this Section 2.12
      shall
      not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
      such compensation; provided
      that
      neither Borrower shall be required to compensate a Lender or the Issuing Bank
      pursuant to this Section for any increased costs or reductions incurred more
      than 180 days prior to the date that such Lender or the Issuing Bank, as
      the case may be, notifies such Borrower of the Change in Law giving rise to
      such
      increased costs or reductions and of such Lender’s or the Issuing Bank’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 Revolving Loan or Term 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 a Borrower pursuant to Section 2.16,
      then,
      in any such event, such 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 applicable Borrower (with a copy to the Administrative Agent)
      and shall be conclusive and binding absent manifest error. Such 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)  Each
      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 payments to be made directly to the Issuing Bank or
      Swingline Lender as expressly provided herein and 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.

     

    
      
        
        

      

      
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    (b)  If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, Reimbursement Obligations, 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 and Reimbursement Obligations then due hereunder, ratably
      among the parties entitled thereto in accordance with the amounts of principal
      and Reimbursement Obligations then due to such parties.

     

    (c)  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 Revolving Loans, Term Loans or participations in LC Disbursements
      or Swingline Loans resulting in such Lender receiving payment of a greater
      proportion of the aggregate amount of its Revolving Loans, Term Loans and
      participations in LC Disbursements and Swingline 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 Revolving Loans, Term Loans and participations in LC
      Disbursements and Swingline 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 Revolving Loans, Term Loans and participations in LC
      Disbursements and Swingline 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 either 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 or participations in LC Disbursements to any assignee or participant,
      other than to U.S. 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 applicable Borrower
      prior to the date on which any payment is due to the Administrative Agent for
      the account of the Lenders hereunder that such Borrower will not make such
      payment, the Administrative Agent may assume that such 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 such
      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.

     

    
      
        
        

      

      
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    (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),
      2.17(d),
      2.18(d),
      2.18(e)
      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 either 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
      either 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, any Lender or the Issuing Bank, 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) such Borrower
      shall make such deductions or withholdings, as are required to be made by it
      and
      (iii) such Borrower shall pay the full amount deducted or withheld by it to
      the relevant Governmental Authority in accordance with applicable
      law.

     

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

     

    (c)  Each
      Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
      Bank, within 10 Business Days after written demand therefor, for the full amount
      of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such
      Lender or the Issuing Bank, as the case may be, on or with respect to any
      payment by or on account of any obligation of such 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 either
      Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on
      its
      own behalf or on behalf of a Lender or the Issuing Bank, 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 either Borrower to a
      Governmental Authority, such 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
      Borrowers 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 Borrowers 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 Borrowers 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 Borrowers
      at any time it determines that it is no longer in a position to provide any
      previously delivered certificate to the Borrowers
      (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.

     

    
      
        
        

      

      
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    (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 a
      Borrower or with respect to which a Borrower has paid additional amounts
      pursuant to this Section 2.15,
      it
promptly
      shall
      notify
      the applicable Borrower of the availability of
      such
      refund claim.
      Upon receipt of a written request from a 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 a
      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
      applicable 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) each Borrower, upon the request of the Administrative Agent or such Lender
      (or assignee), agrees to repay the amount paid over to such 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 a
      Borrower or any other person. Notwithstanding anything to the contrary, in
      no
      event will any Lender be required to pay any amount to a 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 a
      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 a 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 a 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.

     

    
      
        
        

      

      
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    SECTION
      2.16  Mitigation
      Obligations; Replacement of Lenders

     

    (a)  Mitigation
      of Obligations.
      If any
      Lender requests compensation under Section 2.12,
      or if a
      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 Borrowers, as applicable, hereby agree 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 a
      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
      applicable 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 such Borrower that shall assume such obligations (which assignee
      may
      be another Lender, if a Lender accepts such assignment); provided
      that
      (i) such Borrower shall have received the prior written consent of the
      Administrative Agent (and, if a Revolving Commitment is being assigned, the
      Issuing Bank and Swingline Lender), which consents shall not unreasonably be
      withheld, (ii) such Lender shall have received payment of an amount equal
      to the outstanding principal of its Loans and participations in LC Disbursements
      and Swingline 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 such 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 a Borrower to require such assignment and delegation
      cease to apply.

     

    SECTION
      2.17  Swingline
      Loans

     

    (a)  Swingline
      Commitment.
      Subject
      to the terms and conditions set forth herein, the Swingline Lender agrees to
      make Swingline Loans to U.S. Borrower from time to time during the Revolving
      Availability Period, in an aggregate principal amount at any time outstanding
      that will not result in (i) the aggregate principal amount of outstanding
      Swingline Loans exceeding $15.0 million or (ii) the sum of the total
      Revolving Exposures exceeding the total Revolving Commitments; provided
      that the
      Swingline Lender shall not be required to make a Swingline Loan to refinance
      an
      outstanding Swingline Loan. Within the foregoing limits and subject to the
      terms
      and conditions set forth herein, U.S. Borrower may borrow, repay and reborrow
      Swingline Loans.

     

    (b)  Swingline
      Loans.
      To
      request a Swingline Loan, U.S. Borrower shall deliver, by hand delivery or
      telecopy, a duly completed and executed Borrowing Request to the Administrative
      Agent and the Swingline Lender, not later than 2:00 p.m., New York City time,
      on
      the day of a proposed Swingline Loan. Each such notice shall be irrevocable
      and
      shall specify the requested date (which shall be a Business Day) and the amount
      of the requested Swingline Loan. Each Swingline Loan shall be an ABR Loan.
      The
      Swingline Lender shall make each Swingline Loan available to U.S. Borrower
      by
      means of a credit to the general deposit account of U.S. Borrower with the
      Swingline Lender (or, in the case of a Swingline Loan made to finance the
      reimbursement of an LC Disbursement as provided in Section 2.18(e),
      by
      remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the
      requested date of such Swingline Loan. U.S. Borrower shall not request a
      Swingline Loan if at the time of or immediately after giving effect to the
      Extension of Credit contemplated by such request a Default has occurred and
      is
      continuing or would result therefrom. Swingline Loans shall be made in minimum
      amounts of $500,000 and integral multiples of $250,000 above such
      amount.

     

    
      
        
        

      

      
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    (c)  Prepayment.
      U.S.
      Borrower shall have the right at any time and from time to time to repay any
      Swingline Loan, in whole or in part, upon giving written notice to the Swingline
      Lender and the Administrative Agent before 12:00 (noon), New York City time,
      on
      the proposed date of repayment.

     

    (d)  Participations.
      The
      Swingline Lender may at any time in its discretion by written notice given
      to
      the Administrative Agent (provided
      such
      notice requirement shall not apply if the Swingline Lender and the
      Administrative Agent are the same entity) not later than 11:00 A.M., New York
      City time, on the next succeeding Business Day following such notice require
      the
      Revolving Lenders to acquire participations on such Business Day in all or
      a
      portion of the Swingline Loans then outstanding. Such notice shall specify
      the
      aggregate amount of Swingline Loans in which Revolving Lenders will participate.
      Promptly upon receipt of such notice, the Administrative Agent will give notice
      thereof to each Revolving Lender, specifying in such notice such Lender’s Pro
      Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby
      absolutely and unconditionally agrees, upon receipt of notice as provided above,
      to pay to the Administrative Agent, for the account of the Swingline Lender,
      such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each
      Revolving Lender acknowledges and agrees that its obligation to acquire
      participations in Swingline Loans pursuant to this paragraph is absolute and
      unconditional and shall not be affected by any circumstance whatsoever,
      including the occurrence and continuance of a Default or reduction or
      termination of the Commitments, and that each such payment shall be made without
      any offset, abatement, withholding or reduction whatsoever (so long as such
      payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s
      Revolving Commitment). Each Revolving Lender shall comply with its obligation
      under this paragraph by wire transfer of immediately available funds, in the
      same manner as provided in Section 2.02(c)
      with
      respect to Loans made by such Lender (and Section 2.02
      shall
      apply, mutatis
      mutandis,
      to the
      payment obligations of the Revolving Lenders), and the Administrative Agent
      shall promptly pay to the Swingline Lender the amounts so received by it from
      the Revolving Lenders. The Administrative Agent shall notify U.S. Borrower
      of
      any participations in any Swingline Loan acquired by the Revolving Lenders
      pursuant to this paragraph, and thereafter payments in respect of such Swingline
      Loan shall be made to the Administrative Agent and not to the Swingline Lender.
      Any amounts received by the Swingline Lender from U.S. Borrower (or other party
      on behalf of U.S. Borrower) in respect of a Swingline Loan after receipt by
      the
      Swingline Lender of the proceeds of a sale of participations therein shall
      be
      promptly remitted to the Administrative Agent. Any such amounts received by
      the
      Administrative Agent shall be promptly remitted by the Administrative Agent
      to
      the Revolving Lenders that shall have made their payments pursuant to this
      paragraph, as their interests may appear. The purchase of participations in
      a
      Swingline Loan pursuant to this paragraph shall not relieve U.S. Borrower of
      any
      default in the payment thereof.

     

    
      
        
        

      

      
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    SECTION
      2.18  Letters
      of Credit

     

    (a)  General.
      Subject
      to the terms and conditions set forth herein, U.S. Borrower may request the
      Issuing Bank, and the Issuing Bank agrees, to issue Letters of Credit for its
      own account or the account of a Subsidiary in a form reasonably acceptable
      to
      the Administrative Agent and the Issuing Bank, at any time and from time to
      time
      during the Revolving Availability Period (provided
      that
      U.S. Borrower shall be a co-applicant, and be jointly and severally liable,
      with
      respect to each Letter of Credit issued for the account of a Subsidiary). The
      Issuing Bank shall have no obligation to issue, and U.S. Borrower shall not
      request the issuance of, any Letter of Credit at any time if after giving effect
      to such issuance, the LC Exposure would exceed the LC Commitment or the total
      Revolving Exposure would exceed the total Revolving Commitments. In the event
      of
      any inconsistency between the terms and conditions of this Agreement and the
      terms and conditions of any form of letter of credit application or other
      agreement submitted by U.S. Borrower to, or entered into by U.S. Borrower with,
      the Issuing Bank relating to any Letter of Credit, the terms and conditions
      of
      this Agreement shall control.

     

    (b)  Request
      for Issuance, Amendment, Renewal, Extension; Certain Conditions.
      To
      request the issuance of a Letter of Credit or the amendment, renewal or
      extension of an outstanding Letter of Credit, U.S. Borrower shall hand deliver
      or telecopy (or transmit by electronic communication, if arrangements for doing
      so have been approved by the Issuing Bank) an LC Request to the Issuing Bank
      and
      the Administrative Agent not later than 11:00 a.m. on the third Business Day
      preceding the requested date of issuance, amendment, renewal or extension (or
      such later date and time as is acceptable to the Issuing Bank).

     

    A
      request
      for an initial issuance of a Letter of Credit shall specify in form and detail
      satisfactory to the Issuing Bank:

     

    (i)  the
      proposed issuance date of the requested Letter of Credit (which shall be a
      Business Day);

     

    (ii)  the
      amount thereof;

     

    (iii)  the
      expiry date thereof (which shall not be later than the close of business on
      the
      Letter of Credit Expiration Date);

     

    (iv)  the
      name
      and address of the beneficiary thereof;

     

    (v)  whether
      the Letter of Credit is to be issued for its own account or for the account
      of
      one of its Subsidiaries (provided
      that
      U.S. Borrower shall be a co-applicant, and therefore jointly and severally
      liable, with respect to each Letter of Credit issued for the account of a
      Subsidiary);

     

    (vi)  the
      documents to be presented by such beneficiary in connection with any drawing
      thereunder;

     

    (vii)  the
      full
      text of any certificate to be presented by such beneficiary in connection with
      any drawing thereunder; and

     

    (viii)  such
      other matters as the Issuing Bank may require.

     

    A
      request
      for an amendment, renewal or extension of any outstanding Letter of Credit
      shall
      specify in form and detail satisfactory to the Issuing Bank:

     

    
      
        
        

      

      
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    (i) 
      the
      Letter of Credit to be amended, renewed or extended;

     

    (ii) 
      the
      proposed date of amendment, renewal or extension thereof (which shall be a
      Business Day);

     

    (iii) 
      the
      nature of the proposed amendment, renewal or extension; and

     

    (iv) 
      such
      other matters as the Issuing Bank may require.

     

    If
      requested by the Issuing Bank, U.S. Borrower also shall submit a letter of
      credit application on the Issuing Bank’s standard form in connection with any
      request for a Letter of Credit. A Letter of Credit shall be issued, amended,
      renewed or extended only if (and, upon issuance, amendment, renewal or extension
      of each Letter of Credit, U.S. Borrower shall be deemed to represent and warrant
      that), after giving effect to such issuance, amendment, renewal or extension,
      (i) the LC Exposure shall not exceed the LC Commitment, (ii) the total
      Revolving Exposures shall not exceed the total Revolving Commitments and (iii)
      the conditions set forth in Article
      IV
      in
      respect of such issuance, amendment, renewal or extension shall have been
      satisfied. Unless the Issuing Bank shall agree otherwise, no Letter of Credit
      shall be in an initial amount less than $100,000, in the case of a Commercial
      Letter of Credit, or $500,000, in the case of a Standby Letter of Credit, or
      is
      to be denominated in a currency other than Dollars.

     

    (c)  Expiration
      Date.
      (i)
      Each Letter of Credit shall expire at or prior to the close of business on
      the
      earlier of (i) in the case of a Standby Letter of Credit, (x) the date
      which is no later than one year after the date of the issuance of such Standby
      Letter of Credit (or, in the case of any renewal or extension thereof, no later
      than one year after such renewal or extension) and (y) the Letter of Credit
      Expiration Date and (ii) in the case of a Commercial Letter of Credit,
      (x) the date that is no later than 180 days after the date of issuance
      of such Commercial Letter of Credit (or, in the case of any renewal or extension
      thereof, no later than 180 days after such renewal or extension) and
      (y) the Letter of Credit Expiration Date.

     

    (ii) If
      U.S.
      Borrower so requests in any LC Request, the Issuing Bank may, in its sole and
      absolute discretion, agree to issue a Letter of Credit that has automatic
      renewal provisions (each, an “Auto-Renewal
      Letter of Credit”);
      provided
      that any
      such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent
      any
      such renewal at least once in each twelve-month period (commencing with the
      date
      of issuance of such Letter of Credit) by giving prior notice to the beneficiary
      thereof not later than a day in each such twelve-month period to be agreed
      upon
      at the time such Letter of Credit is issued. Unless otherwise directed by the
      Issuing Bank, U.S. Borrower shall not be required to make a specific request
      to
      the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit
      has
      been issued, the Revolving Lenders shall be deemed to have authorized (but
      may
      not require) the Issuing Bank to permit the renewal of such Letter of Credit
      at
      any time to an expiry date not later than the earlier of (i) one year from
      the
      date of such renewal and (ii) the Letter of Credit Expiration Date; provided
      that the
      Issuing Bank shall not permit any such renewal if (x) the Issuing Bank has
      determined that it would have no obligation at such time to issue such Letter
      of
      Credit in its renewed form under the terms hereof (by reason of the provisions
      of Section 2.18(l)
      or
      otherwise), or (y) it has received notice on or before the day that is two
      Business Days before the date which has been agreed upon pursuant to the proviso
      of the first sentence of this paragraph, from the Administrative Agent, any
      Lender or Borrower that one or more of the applicable conditions specified
      in
Section 4.02
      are not
      then satisfied.

     

    (d)  Participations.
      By the
      issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
      the amount thereof) and without any further action on the part of the Issuing
      Bank or the Lenders, the Issuing Bank hereby irrevocably grants to each
      Revolving Lender, and each Revolving Lender hereby acquires from the Issuing
      Bank, a participation in such Letter of Credit equal to such Revolving Lender’s
      Pro Rata Percentage of the aggregate amount available to be drawn under such
      Letter of Credit. In consideration and in furtherance of the foregoing, each
      Revolving Lender hereby absolutely and unconditionally agrees to pay to the
      Administrative Agent, for the account of the Issuing Bank, such Revolving
      Lender’s Pro Rata Percentage of each LC Disbursement made by the Issuing Bank
      and not reimbursed by U.S. Borrower on the date due as provided in Section 2.18(e),
      or of
      any reimbursement payment required to be refunded to U.S. Borrower for any
      reason. Each Revolving Lender acknowledges and agrees that its obligation to
      acquire participations pursuant to this paragraph in respect of Letters of
      Credit is absolute and unconditional and shall not be affected by any
      circumstance whatsoever, including any amendment, renewal or extension of any
      Letter of Credit, the occurrence and continuance of a Default, reduction or
      termination of the Commitments, or expiration, termination or cash
      collateralization of any Letter of Credit and that each such payment shall
      be
      made without any offset, abatement, withholding or reduction whatsoever. The
      Administrative Agent shall notify the Revolving Lenders promptly after the
      issuance, amendment or expiration of any Letter of Credit.

     

    
      
        
        

      

      
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    (e)  Reimbursement.
      

     

    (i)  If
      the
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      U.S. Borrower shall reimburse such LC Disbursement by paying to the Issuing
      Bank
      an amount equal to such LC Disbursement not later than 3:00 p.m., New York
      City
      time, on the date that such LC Disbursement is made if U.S. Borrower shall
      have
      received notice of such LC Disbursement prior to 11:00 a.m., New York City
      time,
      on such date, or, if such notice has not been received by U.S. Borrower prior
      to
      such time on such date, then not later than 3:00 p.m., New York City time,
      on
      the Business Day immediately following the day that U.S. Borrower receives
      such
      notice; provided
      that
      U.S. Borrower may, subject to the conditions to borrowing set forth herein,
      request (x) in accordance with Section 2.03
      that
      such payment be financed with ABR Revolving Loans in an equivalent amount and,
      to the extent so financed, U.S. Borrower’s obligation to make such payment shall
      be discharged and replaced by the resulting ABR Revolving Loans or (y) that
      such
      payment be satisfied with the proceeds of Term Loans held in the Ply Gem LC
      Restricted Account.

     

    (ii)  If
      U.S.
      Borrower fails to make such payment when due, the Issuing Bank shall notify
      the
      Administrative Agent and the Administrative Agent shall notify each Revolving
      Lender of the applicable LC Disbursement, the payment then due from U.S.
      Borrower in respect thereof and such Revolving Lender’s Pro Rata Percentage
      thereof. Each Revolving Lender shall pay by wire transfer of immediately
      available funds to the Administrative Agent not later than 2:00 p.m., New York
      City time, on such date (or, if such Revolving Lender shall have received such
      notice later than 12:00 noon, New York City time, on any day, not later than
      11:00 a.m., New York City time, on the immediately following Business Day),
      an
      amount equal to such Revolving Lender’s Pro Rata Percentage of the unreimbursed
      LC Disbursement in the same manner as provided in Section 2.02(c)
      with
      respect to Revolving Loans made by such Revolving Lender, and the Administrative
      Agent will promptly pay to the Issuing Bank the amounts so received by it from
      the Revolving Lenders. The Administrative Agent will promptly pay to the Issuing
      Bank any amounts received by it from U.S. Borrower pursuant to the above
      paragraph prior to the time that any Revolving Lender makes any payment pursuant
      to the preceding sentence and any such amounts received by the Administrative
      Agent from U.S. Borrower thereafter will be promptly remitted by the
      Administrative Agent to the Revolving Lenders that shall have made such payments
      and to the Issuing Bank, as appropriate.

     

    (iii)  If
      any
      Revolving Lender shall not have made its Pro Rata Percentage of such LC
      Disbursement available to the Administrative Agent as provided above, each
      of
      such Revolving Lender and U.S. Borrower severally agrees to pay interest on
      such
      amount, for each day from and including the date such amount is required to
      be
      paid in accordance with the foregoing to but excluding the date such amount
      is
      paid, to the Administrative Agent for the account of the Issuing Bank at
      (i) in the case of U.S. Borrower, the rate per annum set forth in
Section 2.18(h)
      and
      (ii) in the case of such Lender, at a rate determined by the Administrative
      Agent in accordance with banking industry rules or practices on interbank
      compensation.

     

    
      
        
        

      

      
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    (f)  Obligations
      Absolute.
      The
      Reimbursement Obligation of U.S. Borrower as provided in Section 2.18(e)
      shall be
      absolute, unconditional and irrevocable, and shall be paid and performed
      strictly in accordance with the terms of this Agreement under any and all
      circumstances whatsoever and irrespective of (i) any lack of validity or
      enforceability of any Letter of Credit or this Agreement, or any term or
      provision therein; (ii) any draft or other document presented under a
      Letter of Credit being proved to be forged, fraudulent, invalid or insufficient
      in any respect or any statement therein being untrue or inaccurate in any
      respect; (iii) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that fails to comply with the terms
      of
      such Letter of Credit; (iv) any other event or circumstance whatsoever,
      whether or not similar to any of the foregoing, that might, but for the
      provisions of this Section 2.18,
      constitute a legal or equitable discharge of, or provide a right of setoff
      against, the obligations of U.S. Borrower hereunder; (v) the fact that a
      Default shall have occurred and be continuing; or (vi) any material adverse
      change in the business, property, results of operations, prospects or condition,
      financial or otherwise, of U.S. Borrower and its Subsidiaries. None of the
      Agents, the Lenders, the Issuing Bank or any of their Affiliates shall have
      any
      liability or responsibility by reason of or in connection with the issuance
      or
      transfer of any Letter of Credit or any payment or failure to make any payment
      thereunder (irrespective of any of the circumstances referred to in the
      preceding sentence), or any error, omission, interruption, loss or delay in
      transmission or delivery of any draft, notice or other communication under
      or
      relating to any Letter of Credit (including any document required to make a
      drawing thereunder), any error in interpretation of technical terms or any
      consequence arising from causes beyond the control of the Issuing Bank;
provided
      that the
      foregoing shall not be construed to excuse the Issuing Bank from liability
      to
      U.S. Borrower to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by U.S. Borrower to the
      extent permitted by applicable law) suffered by U.S. Borrower that are caused
      by
      the Issuing Bank’s failure to exercise care when determining whether drafts and
      other documents presented under a Letter of Credit comply with the terms
      thereof. The parties hereto expressly agree that, in the absence of gross
      negligence or willful misconduct on the part of the Issuing Bank (as finally
      determined by a court of competent jurisdiction), the Issuing Bank shall be
      deemed to have exercised care in each such determination. In furtherance of
      the
      foregoing and without limiting the generality thereof, the parties agree that,
      with respect to documents presented which appear on their face to be in
      substantial compliance with the terms of a Letter of Credit, the Issuing Bank
      may, in its sole discretion, either accept and make payment upon such documents
      without responsibility for further investigation, regardless of any notice
      or
      information to the contrary, or refuse to accept and make payment upon such
      documents if such documents are not in strict compliance with the terms of
      such
      Letter of Credit.

     

    (g)  Disbursement
      Procedures.
      The
      Issuing Bank shall, promptly following its receipt thereof, examine all
      documents purporting to represent a demand for payment under a Letter of Credit.
      The Issuing Bank shall promptly give written notice to the Administrative Agent
      and U.S. Borrower of such demand for payment and whether the Issuing Bank has
      made or will make an LC Disbursement thereunder; provided
      that any
      failure to give or delay in giving such notice shall not relieve U.S. Borrower
      of its Reimbursement Obligation to the Issuing Bank and the Revolving Lenders
      with respect to any such LC Disbursement (other than with respect to the timing
      of such Reimbursement Obligation set forth in Section 2.18(e)).

     

    (h)  Interim
      Interest.
      If the
      Issuing Bank shall make any LC Disbursement, then, unless U.S. Borrower shall
      reimburse such LC Disbursement in full on the date such LC Disbursement is
      made,
      the unpaid amount thereof shall bear interest payable on demand, for each day
      from and including the date such LC Disbursement is made to but excluding the
      date that U.S. Borrower reimburses such LC Disbursement, at the rate per annum
      determined pursuant to Section 2.06(a)
      until
      the day after U.S. Borrower is notified of such LC Disbursement and thereafter
      pursuant to Section 2.06(c).
      Interest accrued pursuant to this paragraph shall be for the account of the
      Issuing Bank, except that interest accrued on and after the date of payment
      by
      any Revolving Lender pursuant to Section 2.18(e)
      to
      reimburse the Issuing Bank shall be for the account of such Lender to the extent
      of such payment.

     

    
      
        
        

      

      
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    (i)  Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, on the Business Day that U.S.
      Borrower receives notice from the Administrative Agent or the Required Lenders
      (or, if the maturity of the Loans has been accelerated, Revolving Lenders with
      LC Exposure representing greater than 50% of the total LC Exposure) demanding
      the deposit of cash collateral pursuant to this paragraph, U.S. Borrower shall
      deposit in the LC Sub-Account, in the name of the Collateral Agent and for
      the
      benefit of the Revolving Lenders, an amount in cash equal to the LC Exposure
      as
      of such date plus any accrued and unpaid interest thereon; provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to U.S. Borrower described in paragraph (g) or (h) of Article VIII.
      Funds
      in the LC Sub-Account shall be applied by the Collateral Agent to reimburse
      the
      Issuing Bank for LC Disbursements for which it has not been reimbursed and,
      to
      the extent not so applied, shall be held for the satisfaction of outstanding
      Reimbursement Obligations or, if the maturity of the Loans has been accelerated
      (but subject to the consent of Revolving Lenders with LC Exposure representing
      greater than 50% of the total LC Exposure), be applied to satisfy other
      Obligations of U.S. Borrower under this Agreement. If U.S. Borrower is required
      to provide an amount of cash collateral hereunder as a result of the occurrence
      of an Event of Default, such amount plus
      any
      accrued interest or realized profits with respect to such amounts (to the extent
      not applied as aforesaid) shall be returned to U.S. Borrower within three
      Business Days after all Events of Default have been cured or
      waived.

     

    (j)  Additional
      Issuing Banks.
      U.S.
      Borrower may, at any time and from time to time, designate one or more
      additional Revolving Lenders to act as an issuing bank under the terms of this
      Agreement, with the consent of the Administrative Agent (which consent shall
      not
      be unreasonable withheld), the Issuing Bank and such Revolving Lender(s). Any
      Lender designated as an issuing bank pursuant to this paragraph (j) shall
      be deemed (in addition to being a Revolving Lender) to be the Issuing Bank
      with
      respect to Letters of Credit issued or to be issued by such Revolving Lender,
      and all references herein and in the other Loan Documents to the term “Issuing
      Bank” shall, with respect to such Letters of Credit, be deemed to refer to such
      Revolving Lender in its capacity as Issuing Bank, as the context shall
      require.

     

    (k)  Resignation
      or Removal of the Issuing Bank.
      The
      Issuing Bank may resign as Issuing Bank hereunder at any time upon at least
      30 days’ prior notice to the Lenders, the Administrative Agent and U.S.
      Borrower. The Issuing Bank may be replaced at any time by written agreement
      among U.S. Borrower, each Agent, the replaced Issuing Bank and the successor
      Issuing Bank. The Administrative Agent shall notify the Lenders of any such
      replacement of the Issuing Bank or any such additional Issuing Bank. At the
      time
      any such resignation or replacement shall become effective, U.S. Borrower shall
      pay all unpaid fees accrued for the account of the replaced Issuing Bank
      pursuant to Section 2.05(c).
      From
      and after the effective date of any such resignation or replacement or addition,
      as applicable, (i) the successor or additional Issuing Bank shall have all
      the rights and obligations of the Issuing Bank under this Agreement with respect
      to Letters of Credit to be issued by it thereafter and (ii) references
      herein to the term “Issuing
      Bank”
shall
      be deemed to refer to such successor or such addition or to any previous Issuing
      Bank, or to such successor or such addition and all previous Issuing Banks,
      as
      the context shall require. After the resignation or replacement of an Issuing
      Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
      continue to have all the rights and obligations of an Issuing Bank under this
      Agreement with respect to Letters of Credit issued by it prior to such
      resignation or replacement, but shall not be required to issue additional
      Letters of Credit. If at any time there is more than one Issuing Bank hereunder,
      U.S. Borrower may, in its discretion, select which Issuing Bank is to issue
      any
      particular Letter of Credit.

     

    
      
        
        

      

      
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    (l)  Other.
      The
      Issuing Bank shall be under no obligation to issue any Letter of Credit
      if

     

    (i)  any
      order, judgment or decree of any Governmental Authority or arbitrator shall
      by
      its terms purport to enjoin or restrain the Issuing Bank from issuing such
      Letter of Credit, or any law applicable to the Issuing Bank or any request
      or
      directive (whether or not having the force of law) from any Governmental
      Authority with jurisdiction over the Issuing Bank shall prohibit, or request
      that the Issuing Bank refrain from, the issuance of letters of credit generally
      or such Letter of Credit in particular or shall impose upon the Issuing Bank
      with respect to such Letter of Credit any restriction, reserve or capital
      requirement (for which the Issuing Bank is not otherwise compensated hereunder)
      not in effect on the Fifth Amendment Effectiveness Date, or shall impose upon
      the Issuing Bank any unreimbursed loss, cost or expense which was not applicable
      on the Fifth Amendment Effectiveness Date and which the Issuing Bank in good
      faith deems material to it; or

     

    (ii)  the
      issuance of such Letter of Credit would violate one or more policies of the
      Issuing Bank.

     

    The
      Issuing Bank shall be under no obligation to amend any Letter of Credit if
      (A) the Issuing Bank would have no obligation at such time to issue such
      Letter of Credit in its amended form under the terms hereof, or (B) the
      beneficiary of such Letter of Credit does not accept the proposed amendment
      to
      such Letter of Credit.

     

    (m)  Foreign
      Currency Letters of Credit.
      If the
      Issuing Bank agrees pursuant to the last sentence of Section
      2.18(b)
      to issue
      a Letter of Credit denominated in a currency other than Dollars, then
      notwithstanding anything herein to the contrary, with respect to any such Letter
      of Credit, the related LC Exposure, the related Reimbursement Obligation of
      U.S.
      Borrower, any reimbursement obligation of any Revolving Lender pursuant to
      Section
      2.18(e),
      any
      other obligation owed by or to any Revolving Lender, and any LC Participation
      Fee or Fronting Fee owed pursuant to Section
      2.05(c)
      shall be
      calculated and due solely in Dollars. The exchange rate for conversion into
      Dollars utilized shall be the Dollar equivalent of the applicable foreign
      currency as reasonably determined by the Issuing Bank and the Administrative
      Agent based on the rate at which the Issuing Bank could convert or has converted
      any such foreign currency into Dollars taking into account all transaction
      costs. Any such exchange rate shall be updated at intervals reasonably
      determined by the Issuing Bank and the Administrative Agent.

     

    ARTICLE
      III  

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Each
      Loan
      Party represents and warrants to the Administrative Agent, the Collateral Agent,
      the Issuing Bank and each of the Lenders (with references to the Companies
      being
      references thereto after giving effect to the Fifth Amendment 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.

     

    
      
        
        

      

      
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    SECTION
      3.02  Authorization;
      Enforceability

     

    The
      Fifth
      Amendment 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
      Fifth Amendment 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)  U.S.
      Borrower has, prior to the Fifth Amendment Effectiveness Date, delivered to
      the
      Lenders the unaudited consolidated balance sheets and related statements of
      income, stockholders’ equity and cash flows of U.S. Borrower prepared in
      accordance with GAAP for each fiscal period ending after December 31, 2005
      and
      for the comparable periods of the preceding fiscal year. Such financial
      statements have been prepared in accordance with GAAP consistently applied
      and
      present fairly, in all material respects, the financial position of U.S.
      Borrower 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 U.S. Borrower 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.

     

    (b)  U.S.
      Borrower has, prior to the Fifth Amendment Effectiveness Date, delivered (x)
      to
      the Lenders who request not to receive material non-public information
      concerning the Loan Parties, U.S. Borrower’s unaudited pro
      forma
      statement of income and pro
      forma
      EBITDA
      for last twelve months ended September 30, 2006, as well as its
pro
      forma
      consolidated balance sheet as of September 30, 2006, and (y) to the other
      Lenders, U.S. Borrower’s unaudited pro
      forma
      statement of income and pro
      forma
      EBITDA
      for the fiscal year ended December 31, 2006, as well as its pro
      forma
      consolidated balance sheet as of December 31, 2006, in each case after
      giving effect to the Fifth Amendment 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 Fifth Amendment Effectiveness 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 Fifth Amendment Transactions, and present fairly
      in all material respects the pro
      forma
      consolidated financial position and results of operations of U.S. Borrower
      as of
      such date and for such periods, assuming that the Fifth Amendment Transactions
      had occurred at such dates.

     

    
      
        
        

      

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

     

    
      
        
        

      

      
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    (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 U.S. 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 Fifth Amendment Effectiveness Date and
      (ii) the number of each class of its Equity Interests authorized, and the
      number outstanding, on the Fifth Amendment Effectiveness Date and the number
      of
      shares covered by all outstanding options, warrants, rights of conversion or
      purchase and similar rights at the Fifth Amendment Effectiveness 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 U.S. Borrower, are owned by U.S. Borrower, directly or
      indirectly through Subsidiaries. All Equity Interests of U.S. 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 U.S. Security Agreement, free of any
      and all Liens, rights or claims of other persons, except the security interest
      created by the U.S. Security Agreement and any security interest created
      pursuant to Section
      6.02(r),
      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.

     

    
      
        
        

      

      
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    (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, U.S.
      Borrower and each Subsidiary on the Fifth Amendment Effectiveness Date, and
      after giving effect to the Fifth Amendment 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 Fifth
      Amendment 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 U.S.
      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.

     

    
      
        
        

      

      
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    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 or any Letter of Credit 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
      Borrowers will use the proceeds of (a) the Revolving Loans for general
      corporate purposes, (b) the U.S. Term B-3 Loans extended on the Fifth Amendment
      Effectiveness Date to effect the Second Lien Facility Refinancing and to pay
      related fees and expenses, and (c)  the Swingline Loans for general
      corporate purposes.

     

    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, LC
      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
      Fifth 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.

     

    
      
        
        

      

      
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    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 Fifth Amendment 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 Fifth Amendment Transactions on the Fifth
      Amendment Effectiveness 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.

     

    
      
        
        

      

      
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    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;

     

    
      
        
        

      

      
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    (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 Fifth Amendment Effectiveness 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
      U.S.
      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 U.S. 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 U.S. 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 U.S. Security
      Agreement), the Liens created by the U.S. Security Agreement shall constitute
      fully perfected Liens on, and security interests in, all right, title and
      interest of the grantors thereunder in the U.S. Security Agreement Collateral
      (other than (A) the Intellectual Property Collateral (as defined in the U.S.
      Security Agreement) and (B) such U.S. 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.

     

    (b)  The
      Canadian Security Agreement is effective to create in favor of the Collateral
      Agent for the benefit of the Canadian Secured Parties, legal, valid and
      enforceable Liens on, and security interests in, the Canadian 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 Canadian 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 Canadian
      Security Agreement), the Liens created by the Canadian Security Agreement shall
      constitute fully perfected Liens on, and security interests in, all right,
      title
      and interest of the grantors thereunder in the Canadian Security Agreement
      Collateral (other than (A) the Intellectual Property Collateral (as defined
      in
      the Canadian Security Agreement) and (B) such Canadian Security Agreement
      Collateral in which a security interest cannot be perfected under the PPSA
      as in
      effect at the relevant time in the relevant jurisdiction), in each case subject
      to no Liens other than Permitted Collateral Liens.

     

    
      
        
        

      

      
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    (c)  When
      the
      U.S. 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 U.S. Security Agreement shall constitute fully perfected 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.

     

    (d)  Each
      Mortgage granted by a U.S. 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 first priority Liens on, and security interests in, all
      of
      such U.S. Loan Party’s right, title and interest in and to the U.S. 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,
      5.11
      or
5.13,
      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,
      5.11
      or
5.13),
      such
      Mortgages shall constitute fully perfected Liens on, and security interests
      in,
      all right, title and interest of the Loan Parties in the U.S. 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.

     

    (e)  Each
      Mortgage granted by a Canadian Loan Party is effective to create, in favor
      of
      the Collateral Agent or its sub-agent, for its benefit and the benefit of the
      Canadian Secured Parties, legal, valid and enforceable first priority Liens
      on,
      and security interests in, all of such Canadian Loan Party’s right, title and
      interest in and to the Canadian 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,
      5.11
      or
5.13,
      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,
      5.11
      or
5.13),
      such
      Mortgages shall constitute fully perfected Liens on, and security interests
      in,
      all right, title and interest of the Loan Parties in the Canadian 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.

     

    (f)  Each
      Security Document delivered pursuant to Sections 5.10,
      5.11
      or
5.13
      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 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 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  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.

     

    
      
        
        

      

      
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    (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
      3.22  Subordination
      of Senior Subordinated Notes

     

    The
      Obligations are “Senior Debt,” the U.S. Guaranteed Obligations are “Guarantor
      Senior Debt” and the Obligations and U.S. 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.

     

    ARTICLE
      IV  

     

    CONDITIONS
      TO CREDIT EXTENSIONS

     

    SECTION
      4.01  Conditions
      to Initial Credit Extension

     

    The
      obligation of each Lender and, if applicable, each Issuing Bank to fund the
      initial Credit Extension requested to be made by it was subject to the prior
      or
      concurrent satisfaction of each of the conditions precedent set forth in this
      Section 4.01.

     

    (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, to
      the
      Issuing Bank and to the Administrative Agent and there shall have been delivered
      to the Administrative Agent an executed counterpart of each of the Loan
      Documents and the Perfection Certificate.

     

    
      
        
        

      

      
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    (b)  Officers’
      Certificate.
      The
      Administrative Agent shall have received a certificate, dated February 12,
      2004
      and signed by the chief executive officer and the chief financial officer of
      U.S. Borrower, confirming compliance with the conditions precedent set forth
      in
      this Section 4.01
      and
Sections 4.02(b),
      (c)
      and
(d).

     

    (c)  Financial
      Statements, Pro Forma Balance Sheet; Projections.
      The
      Lenders shall have received and shall be reasonably satisfied with the form
      and
      substance of the financial statements described in Section 3.04(b)
      and with
      the forecasts of the financial performance of Parent and its
      Subsidiaries.

     

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

     

    (i)  all
      certificates, agreements or instruments representing or evidencing the
      Securities Collateral accompanied by instruments of transfer and stock powers
      undated and endorsed in blank;

     

    (ii)  the
      Intercompany Note executed by and among Parent and each of its Subsidiaries
      (other than Canadian Borrower) and the Canadian Intercompany Note executed
      by
      and among Canadian Borrower, Parent and each of its Subsidiaries, each
      accompanied by instruments of transfer undated and endorsed in
      blank;

     

    (iii)  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 either Security Agreement and to the extent
      required by either Security Agreement);

     

    (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, Canada
      or any State or Province 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 U.S. 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),
      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

     

    
      
        
        

      

      
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    (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.

     

    (e)  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 applicable 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 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 first 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),
      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 U.S. 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;

     

    
      
        
        

      

      
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    (vi)  with
      respect to each Real Property or Mortgaged Property, copies of all Leases in
      which U.S. 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

     

    (viii)  Surveys
      with respect to each Mortgaged Property.

     

    SECTION
      4.02  Conditions
      to All Credit Extensions

     

    The
      obligation of each Lender and each Issuing Bank to make any Credit Extension
      (including any Credit Extension on the Fifth Amendment Effectiveness Date)
      shall
      be subject to, and to the satisfaction of, each of the conditions precedent
      set
      forth below.

     

    (a)  Notice.
      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)
      if
      Loans are being requested or, in the case of the issuance, amendment, extension
      or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent
      shall have received a notice requesting the issuance, amendment, extension
      or
      renewal of such Letter of Credit as required by Section 2.18(b)
      or, in
      the case of the Borrowing of a Swingline Loan, the Swingline Lender and the
      Administrative Agent shall have received a Borrowing Request as required by
      Section 2.17(b).

     

    (b)  No
      Default.
      The
      Borrowers 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 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.

     

    (c)  Representations
      and Warranties.
      Each of
      the representations and warranties made by any Loan Party set forth in
Article III
      hereof
      (other than, in the case of the Fifth Amendment Effectiveness Date only,
Section
      3.04(d))
      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 such 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.

     

    (d)  Lender
      Consents and Counterparts.
      The
      Administrative Agent shall have received counterparts hereof executed on behalf
      of (a) the Existing Lenders required pursuant to the terms of the Existing
      Credit Agreement to permit the amendments and other modifications thereto
      provided for herein and (b) the New Lenders.

     

    (e)  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.

     

    
      
        
        

      

      
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    (f)  USA
      Patriot Act.
      With
      respect to Letters of Credit issued for the account of a Subsidiary only, the
      Lenders shall have received, 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.

     

    Each
      of
      the delivery of a Borrowing Request or notice requesting the issuance,
      amendment, extension or renewal of a Letter of Credit and the acceptance by
      a
      Borrower of the proceeds of such Credit Extension shall constitute a
      representation and warranty by such Borrower and each other Loan Party that
      on
      the date of such Credit Extension (both immediately before and after giving
      effect to such Credit Extension and the application of the proceeds thereof)
      the
      conditions contained in this Section 4.02
      have
      been satisfied. Each Borrower shall provide such information (including
      calculations in reasonable detail of the covenant in Section 6.10)
      as the
      Administrative Agent may reasonably request to confirm that the conditions
      in
      this Section 4.02
      have
      been satisfied.

     

    SECTION
      4.03  Conditions
      to Effectiveness of the Fifth Amendment and Restatement. 
The
      effectiveness of this Agreement shall be subject to, and occur upon the date
      of
      (the “Fifth Amendment
      Effectiveness Date”),
      the
      satisfaction of each of the conditions precedent set forth below.

     

    (a)  Financings
      and Other Fifth Amendment Transactions, Etc.
      The
      Fifth Amendment Transactions shall be consummated simultaneously on the Fifth
      Amendment Effectiveness Date, in each case in all material respects in
      accordance with the terms hereof and the terms of the Fifth Amendment
      Transaction Documents, without the waiver or amendment of any such terms unless
      approved by the UBSS (such approval not to be unreasonably
      withheld).

     

    (b)  Indebtedness
      and Minority Interests.
      After
      giving effect to the Fifth Amendment Transactions and the other transactions
      contemplated hereby, no Company shall have outstanding any Indebtedness or
      preferred stock other than (i) the Loans and Credit Extensions hereunder,
      (ii) the Supplemental Financing, (iii) Indebtedness permitted under
      the Existing Credit Agreement and (iv) Indebtedness owed to either Borrower
      or any Guarantor.

     

    (c)  Opinions
      of Counsel.
      The
      Administrative Agent shall have received, on behalf of itself, the other Agents,
      the Arrangers, the Lenders and the Issuing Bank, (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
      modified
      as appropriate for the Fifth Amendment Transactions, (ii) each local
      counsel listed on Schedule 4.01(g),
      substantially to the effect set forth in Exhibit N-2
      modified
      as appropriate for the Fifth Amendment Transactions, and (iii) Bennett
      Jones LLP, Canadian counsel for the Loan Parties substantially to the effect
      set
      forth in Exhibit N-3
      modified
      as appropriate for the Fifth Amendment Transactions, in each case (A) dated
      the Fifth Amendment Effectiveness Date and (B) addressed to the Agents, the
      Issuing Bank and the Lenders, and (y) a copy of each legal opinion
      delivered under the other Fifth Amendment Transaction Documents, accompanied
      by
      reliance letters from the party delivering such opinion authorizing the Agents,
      Lenders and the Issuing Bank to rely thereon as if such opinion were addressed
      to them.

     

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

     

    
      
        
        

      

      
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    (e)  Requirements
      of Law.
      The
      Lenders shall be satisfied that Parent, its Subsidiaries and the Fifth Amendment
      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.

     

    (f)  Consents.
      The
      Lenders shall be reasonably satisfied that all requisite Governmental
      Authorities and third parties shall have approved or consented to the Fifth
      Amendment 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 Fifth Amendment Transactions or the other transactions
      contemplated hereby.

     

    (g)  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, U.S. Borrower and their
      respective Subsidiaries to fully and timely perform their respective obligations
      under the Fifth Amendment Transaction Documents, or the ability of the parties
      to consummate the financings contemplated hereby or by the other Fifth Amendment
      Transactions.

     

    (h)  Fees.
      UBSS
      and the Administrative Agent shall have received all Fees and other amounts
      due
      and payable on or prior to the Fifth Amendment Effectiveness 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 either Borrower hereunder,
      under any other Loan Document or under the Engagement Letter.

     

    (i)  Collateral
      Requirements.
      (A) The Collateral Agent shall have received 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, Canada or any State
      or
      Province thereof; (B) the Collateral Agent shall have received the Perfection
      Certificate (together with all schedules thereto); and (C) the Borrowers
      shall have performed such other lien searches in relevant jurisdictions with
      respect to Parent and its Subsidiaries as the Collateral Agent may reasonably
      request.

     

    (j)  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.

     

    (k)  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, U.S. Borrower and
      their respective subsidiaries taken as a whole.

     

    
      
        
        

      

      
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    (l)  Authorization.
      The
      Administrative Agent shall have received evidence satisfactory to it that this
      amendment and restatement shall have been approved by the Required Lenders
      and
      the Term Loan Lenders in accordance with the provisions of Section
      11.02(b).

     

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

     

    (i)  a
      certificate of the secretary or assistant secretary of each Loan Party dated
      the
      Fifth Amendment Effectiveness 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 each 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 Administrative Agent may reasonably request.

     

    (n)  USA
      Patriot Act.
      The
      Lenders shall have received, sufficiently in advance of the Fifth Amendment
      Effectiveness 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.

     

    (o)  Officers’
      Certificate.
      The
      Administrative Agent shall have received a certificate, dated the Fifth
      Amendment Effectiveness Date and signed by the chief executive officer and
      the
      chief financial officer of U.S. Borrower, confirming compliance with the
      conditions precedent set forth in this Section 4.03
      and
Sections 4.02(b),
      (c)
      and
(e).

     

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

     

    (q)  Administrative
      Agent shall have received fully executed Lender Addendums for any Lender that
      is
      making a U.S. Term B-3 Loan hereunder that is not the result of a conversion
      of
      a U.S. Term Loan and for Increased Revolving Lenders and New Revolving
      Lenders.

     

    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:

     

    
      
        
        

      

      
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    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, U.S. 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, U.S. 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 U.S. 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;

     

    
      
        
        

      

      
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    (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 the 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
      U.S. Borrower, a budget in form reasonably satisfactory to the Administrative
      Agent (including budgeted statements of income for each of U.S. 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 U.S. 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 U.S.
      Borrower to the effect that the budget of Parent and U.S. 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.

     

    
      
        
        

      

      
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    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, Third Amendment Transaction Documents, Fourth Amendment
      Transaction Documents, Fifth Amendment 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.

     

    
      
        
        

      

      
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    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 U.S. 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.

     

    
      
        
        

      

      
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    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)  U.S.
      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 U.S.
      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 U.S. 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.

     

    
      
        
        

      

      
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    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
      and
      request the issuance of Letters of Credit only for the purposes set forth in
      the
      definition of Commercial Letter of Credit or Standby Letter of Credit, as the
      case may be.

     

    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 U.S. 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.

     

    
      
        
        

      

      
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    SECTION
      5.10  Additional
      Collateral; Additional Guarantors

     

    (a)  Subject
      to this Section 5.10,
      with
      respect to any property acquired after the Fifth Amendment Effectiveness 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 Lien on such property subject to no other Liens
      other than Permitted Collateral Liens, and (ii) take all actions necessary
      to cause such 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 Borrowers 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.

     

    (b)  With
      respect to any person that is or becomes a U.S. Subsidiary after the Fifth
      Amendment Effectiveness Date, promptly (and in any event within 30 days
      after such person becomes a U.S. Subsidiary) (i) deliver to the Collateral
      Agent the certificates, if any, representing all of the Equity Interests of
      such
      U.S. 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 U.S. 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
      U.S. Subsidiary (A) to execute a Joinder Agreement or such comparable
      documentation to become a U.S. Subsidiary Guarantor and a joinder agreement
      to
      the U.S. Security Agreement, substantially in the form annexed thereto or,
      in
      the case of a Foreign Subsidiary (other than a Canadian 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 U.S. 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 Fifth Amendment Effectiveness 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).

     

    (c)  With
      respect to any person that is or becomes a Canadian Subsidiary after the Fifth
      Amendment Effectiveness Date, promptly (and in any event within 30 days
      after such person becomes a Canadian Subsidiary) (i) deliver to the
      Collateral Agent, a pledge agreement in a form reasonably satisfactory to the
      Collateral Agent, the certificates, if any, representing all of the Equity
      Interests of such Canadian Subsidiary owned by Canadian Borrower or a Canadian
      Subsidiary, 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
      Canadian 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 Canadian Subsidiary Guarantor
      and a
      joinder agreement to the Canadian Security Agreement, substantially in the
      form
      annexed thereto or, in the case of a Subsidiary not organized under the laws
      of
      Canada, execute a security agreement compatible with the laws of such
      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 such security document 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.

     

    
      
        
        

      

      
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    (d)  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 U.S. Loan Party as is acquired by such U.S. Loan Party after February
      12,
      2004 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).
      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. 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. Such U.S. 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).

     

    (e)  Promptly
      grant to the Collateral Agent, within 60 days of the acquisition thereof, a
      security interest in and Mortgage creating a Lien on (i) each Real Property
      owned in fee by such Canadian Loan Party as is acquired by such Canadian Loan
      Party after Fifth Amendment Effectiveness Date and that, together with any
      improvements thereon, individually has a fair market value of at least $1.0
      million, and (ii) unless the Collateral Agent otherwise consents, each
      leased Real Property of such Canadian Loan Party which lease individually has
      a
      fair market value of at least $1.0 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).
      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. 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. Such Canadian 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 (if available in the relevant jurisdiction), Survey and local
      counsel opinion (including as to title if a Title Policy is unavailable and
      otherwise in form and substance reasonably satisfactory to the Administrative
      Agent and the Collateral Agent) in respect of such Mortgage).

     

    
      
        
        

      

      
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    (f)  The
      parties hereto agree that the provisions of this Section
      5.10
      (other
      than this Section 5.10(f)) shall not apply to Non-Guarantor Subsidiaries. Either
      Borrower may designate any of its Subsidiaries acquired or formed after the
      Fifth Amendment Effectiveness Date as a Non-Guarantor Subsidiary by written
      notice to the Administrative Agent; provided
      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 such 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

     

    Promptly,
      upon the reasonable request of the Administrative Agent, the Collateral Agent
      or
      any Lender, at U.S. 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 Borrowers 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, (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) or (vi)
      in
      the case of tangible personal property in Canada, the Province in which such
      property is located, unless a PPSA financing statement has already been filed
      in
      respect of the Loan Party in the province to which the property is re-located
      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.

     

    
      
        
        

      

      
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    (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 U.S. 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 Obligations

     

                To
      the extent such
      items have not been delivered as of the Closing Date, the applicable Loan Party
      shall use its commercially reasonable efforts to deliver to the Collateral
      Agent, with respect to the Mortgaged Property located at 100 Cellwood Road,
      Gaffney, South Carolina, the following items, within ninety (90) days after
      the
      Closing Date, unless waived or extended by the Collateral Agent in its sole
      discretion, or unless landlord consent, if necessary, has not been obtained
      for
      such Mortgage (such landlord consent to be obtained through commercially
      reasonable efforts):

     

    (i)  a
      Mortgage, encumbering the 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)  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)  a
      Title
      Policy;

     

    
      
        
        

      

      
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    (iv)  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)  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 the 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; 

     

    (viii)  a
      flood
      certificate; and

     

    (ix)  a
      favorable written opinion of South Carolina local counsel.

     

     

     

     

     

     

     

     

     

    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 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, no Loan Party will, nor will they cause or permit
      any Subsidiaries to:

     

    SECTION
      6.01  Indebtedness

     

    Directly
      or indirectly, create, incur, issue, assume, guarantee or otherwise become
      directly or indirectly liable, contingently or otherwise (collectively,
“incur”
and
      collectively, an “incurrence”),
      with
      respect to any Indebtedness, and will not issue any shares of Disqualified
      Capital Stock; provided
      that so
      long as no Event of Default has occurred and is continuing, such Loan Party
      may
      incur Indebtedness (including, for the avoidance of doubt and without
      duplication, Indebtedness assumed in connection with any Permitted Acquisition)
      or issue shares of Disqualified Capital Stock, if U.S. Borrower’s Consolidated
      Interest Coverage Ratio for U.S. Borrower’s most recently ended four full fiscal
      quarters for which financial statements have been delivered pursuant to
Section
      5.01
      would
      have been at least 2.00 to 1.00, determined on a pro
      forma
      basis
      (including a pro
      forma
      application of the net proceeds therefrom), as if the additional Indebtedness
      had been incurred, or the Disqualified Stock had been issued, as the case may
      be, and the application of the proceeds therefrom had occurred, at the beginning
      of such four-quarter period; provided further
      that the
      Loan Parties may also incur the following items:

     

    
      
        
        

      

      
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    (a)  Indebtedness
      incurred under this Agreement and the other Loan Documents;

     

    (b)  (i)  Indebtedness
      outstanding on the Fifth Amendment Effectiveness 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, (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 and (D) any such refinancing Indebtedness shall not have any greater
      security interest in any Collateral or have better priority Liens than 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) and (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);

     

    (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 $25.0
      million at any time outstanding;

     

    (f)  Indebtedness
      incurred by Foreign Subsidiaries in an aggregate amount not to exceed $30.0
      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 $25.0 million at
      any
      time outstanding;

     

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

     

    
      
        
        

      

      
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    (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 $50.0 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 $50 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 U.S. Borrower or any Subsidiary of U.S. Borrower or
      Equity Interests of any Subsidiary of U.S. 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,
      $20 million (provided
      that the
      amount of such liability shall be deemed to be the amount thereof, if any,
      reflected on the balance sheet of U.S. 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 U.S. 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(i),
      not to
      exceed $12.5 million at any time outstanding; and

     

    (p)  unsecured
      Indebtedness of Parent (“Permitted
      Parent Debt”)
      that
      (A) is not subject to any Guarantee by U.S. Borrower or any of its
      Subsidiaries, (B) will not mature prior to the date that is 181 days after
      the Term Loan Maturity Date, (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 Fifth Amendment Effectiveness
      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.

     

    
      
        
        

      

      
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    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 Fifth Amendment Effectiveness 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 Fifth Amendment Effectiveness Date and (ii) does not
      encumber any property other than the property subject thereto on the Fifth
      Amendment Effectiveness Date (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;

     

    
      
        
        

      

      
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    (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;

     

    
      
        
        

      

      
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    (l)  Liens
      granted pursuant to the Security Documents to secure the
      Obligations;

     

    (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); 

     

    (q)  Liens
      incurred in the ordinary course of business of any Company with respect to
      obligations that do not in the aggregate exceed $10 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; and

     

    (r)  Liens
      securing Indebtedness permitted to be incurred pursuant to the Consolidated
      Interest Coverage Ratio test set forth in Section 6.01;
      provided
      that the
      Liens on such Indebtedness are on terms and conditions reasonably acceptable
      to
      the Administrative Agent, including an intercreditor agreement containing terms
      and conditions acceptable to the Administrative Agent (it being understood
      and
      agreed than an intercreditor agreement substantially in the form of the
      Intercreditor Agreement will be acceptable), and, 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 Liens securing Indebtedness permitted to be incurred pursuant
      to
      the Consolidated Interest Coverage Ratio test set forth in Section 6.01;
      provided
      that the
      Liens on such Indebtedness are on terms and conditions acceptable to the
      Administrative Agent, including an intercreditor agreement containing terms
      and
      conditions reasonably acceptable to the Administrative Agent (it being
      understood and agreed than an intercreditor agreement substantially in the
      form
      of the Intercreditor Agreement will be acceptable), and, to the extent covering
      any Collateral, are junior to the Liens granted pursuant to the 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:

     

    
      
        
        

      

      
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    (a)  Investments
      outstanding on the Fifth Amendment Effectiveness Date and identified on
Schedule 6.04(b);

     

    (b)  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;

     

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

     

    (d)  loans
      and
      advances to directors, employees and officers of U.S. 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 $10 million at any time
      outstanding;

     

    (e)  Investments
      (i) by Parent, U.S. Borrower or any U.S. Subsidiary Guarantor in U.S.
      Borrower or any U.S. Subsidiary Guarantor, (ii) by Canadian Borrower or any
      Canadian Subsidiary Guarantor in Canadian Borrower or any Canadian Subsidiary
      Guarantor and (iii) 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;

     

    (f)  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;

     

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

     

    (h)  (x)
      Investments in Foreign Subsidiaries in an aggregate amount not to exceed $25
      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;

     

    (i)  loans
      and
      advances to suppliers, licensees, franchisees or customers of U.S. 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 $12.5 million at any time outstanding;

     

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

     

    
      
        
        

      

      
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    (k)  Guarantees
      of Indebtedness not prohibited by Section
      6.01;
      

     

    (l)  other
      investments in an aggregate amount not to exceed $35.0 million at any time
      outstanding; and

     

    (m)  Investments
      and purchases not otherwise permitted under Section
      6.11(a)
      in an
      amount not to exceed the Applicable Amount; provided
      that at
      the time any such Investment or purchase pursuant to this clause (m) is made
      and
      after giving effect to such Investment (x) no Default has occurred and is
      continuing and (y) the U.S. Borrower would be permitted to incur at least $1.00
      of Indebtedness pursuant to the Consolidated Interest Coverage Ratio test in
      Section
      6.01.

     

    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 Canadian Borrower or any Canadian Subsidiaries) may merge
      or
      consolidate with or into U.S. Borrower or any U.S. Subsidiary Guarantor (as
      long
      as U.S. Borrower or a U.S. 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)  Canadian
      Borrower or any Canadian Subsidiaries may merge or consolidate with or into
      Canadian Borrower or any Canadian Subsidiary Guarantor (as long as Canadian
      Borrower or a Canadian 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

     

    (e)  any
      Subsidiary (other than Canadian Borrower) 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

     

    (f)  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 Agents shall take all actions they
      deem appropriate in order to effect the foregoing.

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

    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 U.S. 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 Canadian Borrower);
provided
      that the
      aggregate consideration received in respect of all Asset Sales pursuant to
      this
      clause (b) shall not exceed $75.0 million in any four consecutive fiscal
      quarters of U.S. Borrower;

     

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

     

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

     

    (e)  Investments
      in compliance with Section 6.04;

     

    (f)  Permitted
      Sale and Leaseback Transactions;

     

    (g)  the
      sale
      of (X) (i) all, but not less than all, of the Equity Interests in Canadian
      Borrower or (ii) all or substantially all of the assets of Canadian Borrower;
      provided
      that, in
      the case of (ii), the sale yields Net Cash Proceeds that would be sufficient
      to
      redeem all Canadian Term Loans 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.;

     

    (h)  U.S.
      Borrower and the Subsidiaries may sell Cash Equivalents in the ordinary course
      of business;

     

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

     

    (j)  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 U.S. Borrower or any of the Subsidiaries; and

     

    (k)  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 Agents shall take all actions they
      deem appropriate in order to effect the foregoing.

     

    
      
        
        

      

      
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    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 U.S. Borrower and the Subsidiaries;

     

    (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)  Permitted
      Acquisitions; and

     

    (f)  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 U.S. Borrower, Canadian Borrower or any Subsidiary of U.S.
      Borrower and to minority equityholders of any Subsidiary paid
      ratably;

     

    (b)  payments
      by U.S. 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 U.S. 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) $10.0 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 U.S. Borrower from the issuance and
      sale
      after February 12, 2004 of Qualified Capital Stock of Parent, Holdings, Super
      Holdings or U.S. 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 U.S. 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 U.S. 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 $750,000 in any fiscal year; 

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

    (d)  Permitted
      Tax Distributions by U.S. 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; 

     

    (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; and

     

    (g)  Dividends
      in an amount not to exceed the Applicable Amount; provided
      that at
      the time any such Dividend pursuant to this clause (g) is paid and after giving
      effect to such Dividend (x) no Default has occurred and is continuing and (y)
      the U.S. Borrower would be permitted to incur at least $1.00 of Indebtedness
      pursuant to the Consolidated Interest Coverage Ratio test in Section
      6.01.

     

    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 U.S. Borrower and one or more U.S.
      Subsidiary Guarantors or between or among Canadian Borrower and one or more
      Canadian 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 U.S. Borrower not
      otherwise prohibited by the Loan Documents and the granting of registration
      and
      other customary rights in connection therewith;

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    (j)  any
      transaction with a joint venture or similar entity which would constitute a
      transaction with an Affiliate solely because U.S. 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 U.S. Borrower or any of its Subsidiaries other than U.S. Borrower
      or any Subsidiary of U.S. Borrower shall have a beneficial interest in such
      joint venture or similar entity;

     

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

     

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

     

    (m)  (i)
      any
      agreement in effect on the Fifth Amendment Effectiveness Date listed on
Schedule
      6.09(m),
      as in
      effect on the Fifth Amendment Effectiveness 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 Fifth Amendment Effectiveness Date or (ii) any transaction
      pursuant to any agreement referred to in the immediately preceding clause
      (i).

     

    SECTION
      6.10  Financial
      Covenant

     

    Maximum
      Total Leverage Ratio.
      U.S.
      Borrower shall not 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

              
	
                Fourth
                  Amendment Effectiveness Date – December 31, 2007

              	
                6.75
                  to 1.0

              
	
                January
                  1, 2008 – December 31, 2008

              	
                6.75
                  to 1.0

              
	
                January
                  1, 2009 and thereafter

              	
                6.25
                  to 1.0

              


      

    

     

    


    
      
        
        

      

      
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    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, 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 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 covenant in Section
      6.10
      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;

     

    (b)  amend
      or
      modify, or permit the amendment or modification of, any provision of any Fifth
      Amendment Transaction Document 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 U.S. 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 U.S. Borrower or any
      Subsidiary, or pay any Indebtedness owed to U.S. Borrower or a Subsidiary,
      (b) make loans or advances to U.S. Borrower or any Subsidiary or
      (c) transfer any of its properties to U.S. 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 U.S.
      Borrower, so long as such agreement was not entered into in connection with
      or
      in contemplation of such person becoming a Subsidiary of U.S. 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 U.S. Borrower,
      materially impair either Borrower’s ability to make payment on the Obligations
      when due; or (xv) any indebtedness secured pursuant to Section
      6.02(r).

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

    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 U.S. 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 U.S. Borrower or any Subsidiaries
      in
      any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of
      U.S. Borrower formed after February 12, 2004 in accordance with Section 6.14
      may
      issue Equity Interests to U.S. Borrower or the Subsidiary of Borrower which
      is
      to own such Equity Interests; and (iii) U.S. 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, U.S. Borrower may (i) establish or create one or more
      Wholly Owned Subsidiaries of U.S. Borrower, (ii) establish, create or
      acquire one or more Subsidiaries in connection with an Investment made pursuant
      to Section 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.

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

    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 U.S.
      Borrower, (ii) obligations under the Loan Documents, the Senior
      Subordinated Note Documents and the New Senior Subordinated Note Documents,
      (iii) obligations under loan documents evidencing indebtedness incurred pursuant
      to Section
      6.01
      and
      (iv) activities and properties incidental, ancillary or complementary to
      the foregoing clauses (i), (ii) and (iii).

     

    (b)  With
      respect to U.S. Borrower and the Subsidiaries, engage (directly or indirectly)
      in any business other than those businesses in which U.S. Borrower and its
      Subsidiaries are engaged on the Fifth Amendment Effectiveness Date as described
      in the Fifth 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 Fifth Amendment Effectiveness 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 Fifth Amendment Effectiveness Date, such obligations that would cause
      the direct and contingent liabilities of U.S. Borrower and its Subsidiaries,
      on
      a consolidated basis, in respect of all such obligations created, incurred,
      assumed or suffered to exist after the Fifth Amendment Effectiveness Date not
      to
      exceed the sum of (i) $10.0 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) 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; (5) Liens
      created pursuant to Section
      6.02(r);
      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 U.S. Borrower or a Subsidiary,
      (d) exists in any agreement in effect at the time such Subsidiary becomes a
      Subsidiary of U.S. 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) 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.

     

    
      
        
        

      

      
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    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 U.S. Subsidiary Guarantor (the “U.S.
      Guarantors”)
      hereby, jointly and severally guarantee, as a primary obligor and not as a
      surety to each U.S. 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,
      U.S.
      Borrower, and all other U.S. Obligations from time to time owing to the Secured
      Parties by any U.S. Loan Party under any Loan Document in each case strictly
      in
      accordance with the terms thereof (such obligations being herein collectively
      called the “U.S.
      Guaranteed Obligations”).
      Parent, the U.S. Borrower and each Canadian Subsidiary Guarantor (the
“Canadian
      Guarantors”)
      hereby, jointly and severally guarantee, as a primary obligor and not as a
      surety to each Canadian 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
      or
      other applicable bankruptcy or insolvency legislation after any bankruptcy
      or
      insolvency petition under Title 11 of the United States Code or other applicable
      bankruptcy or insolvency legislation) on the Loans made by the Lenders to,
      and
      the Notes held by each Lender of, Canadian Borrower, and all other Canadian
      Obligations from time to time owing to the Canadian Secured Parties by any
      Canadian Loan Party under any Loan Document in each case strictly in accordance
      with the terms thereof (such obligations being herein collectively called the
      “Canadian
      Guaranteed Obligations”).
      The
      U.S. Guarantors hereby jointly and severally agree that if U.S. Borrower or
      other U.S. Guarantor(s) shall fail to pay in full when due (whether at stated
      maturity, by acceleration or otherwise) any of the U.S. Guaranteed Obligations,
      the U.S. 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 U.S. 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. The
      Canadian Guarantors hereby jointly and severally agree that if Canadian Borrower
      or other Canadian Guarantor(s) shall fail to pay in full when due (whether
      at
      stated maturity, by acceleration or otherwise) any of the Canadian Guaranteed
      Obligations, the Canadian 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 Canadian 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.

     

    
      
        
        

      

      
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    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 Borrowers 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 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;

     

    
      
        
        

      

      
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    (iv)  any
      Lien
      or security interest granted to, or in favor of, Issuing Bank or 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 either Borrower under
      this
      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 Borrowers 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 either 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 Borrowers 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 either 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

     

    The
      Guarantors jointly and severally agree that, as between the Guarantors and
      the
      Lenders, the obligations of either 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 either 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 either Borrower) shall forthwith
      become due and payable by the applicable Guarantors for purposes of Section 7.01.

     

    
      
        
        

      

      
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    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 U.S. 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.

     

    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 or any Reimbursement
      Obligation when and as the same shall become due and payable, whether at the
      due
      date thereof (including a Term Loan Repayment Date) 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;

     

    
      
        
        

      

      
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    (c)  any
      representation or warranty made or deemed made in or in connection with any
      Loan
      Document or the borrowings or issuances of Letters of Credit 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 paragraph (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 U.S. 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 (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 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 $17.5 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);

     

    (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;

     

    
      
        
        

      

      
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    (i)  one
      or
      more judgments, orders or decrees for the payment of money in an aggregate
      amount in excess of $17.5 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 first 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 U.S. Borrower or any other Loan Party not to be, a valid,
      perfected, first 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; or

     

    (n)  the
      failure by either 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 either
      Borrower described in paragraph (g) or (h) above), and at any time
      thereafter during the continuance of such event, the Administrative Agent may,
      and at the request of the Required Lenders shall, by notice to the Borrowers,
      take either or both of the following actions, at the same or different times:
      (i) terminate forthwith the Commitments and (ii) declare the Loans and
      Reimbursement Obligations then outstanding to be forthwith due and payable
      in
      whole or in part, whereupon the principal of the Loans and Reimbursement
      Obligations so declared to be due and payable, together with accrued interest
      thereon and any unpaid accrued Fees and all other liabilities of the Borrowers
      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 Borrowers 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 either
      Borrower described in paragraph (g) or (h) above, the Commitments shall
      automatically terminate and the principal of the Loans and Reimbursement
      Obligations then outstanding, together with accrued interest thereon and any
      unpaid accrued Fees and all other liabilities of the Borrowers 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 Borrowers and the Guarantors, anything
      contained herein or in any other Loan Document to the contrary
      notwithstanding.

     

    
      
        
        

      

      
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    ARTICLE
      IX  

     

    COLLATERAL
      ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS

     

    SECTION
      9.01  Collateral
      Account

     

    (a)  The
      Collateral Agent is hereby authorized to establish and maintain at its office
      at
      677 Washington Boulevard, Stamford, Connecticut 06901, in the name of the
      Collateral Agent, a restricted deposit account designated “Ply Gem Industries,
      Inc. U.S. Collateral Account.” Each U.S. Loan Party shall deposit into the U.S.
      Collateral Account from time to time (i) the cash proceeds of any of the
      U.S. Security Agreement Collateral (including pursuant to any disposition
      thereof) to the extent contemplated herein or in any other Loan Document,
      (ii) the cash proceeds of any Casualty Event with respect to U.S. Security
      Agreement Collateral, to the extent contemplated herein or in any other Loan
      Document, and (iii) any cash such U.S. Loan Party is required to pledge as
      additional collateral security hereunder pursuant to the Loan
      Documents.

     

    The
      Collateral Agent is hereby authorized to establish and maintain at its office
      at
      677 Washington Boulevard, Stamford, Connecticut 06901, in the name of the
      Collateral Agent, a restricted deposit account designated “CWD Windows and
      Doors, Inc. Canadian Collateral Account.” Each Canadian Loan Party shall deposit
      into the Canadian Collateral Account from time to time (i) the cash
      proceeds of any of the Canadian Security Agreement Collateral (including
      pursuant to any disposition thereof) to the extent contemplated herein or in
      any
      other Loan Document, (ii) the cash proceeds of any Casualty Event with
      respect to Canadian Security Agreement Collateral, to the extent contemplated
      herein or in any other Loan Document, and (iii) any cash such Canadian Loan
      Party is required to pledge as additional collateral security hereunder pursuant
      to the Loan Documents.

     

    (b)  The
      balance from time to time in either Collateral Account shall constitute part
      of
      the relevant Collateral and shall not constitute payment of the Obligations
      until applied as hereinafter provided. So long as no Event of Default has
      occurred and is continuing or will result therefrom, the Collateral Agent shall
      within two Business Days of receiving a request of the applicable Loan Party
      for
      release of cash proceeds (i) from the Collateral Account constituting Net
      Cash Proceeds relating to any Casualty Event or Asset Sale remit such cash
      proceeds on deposit in either Collateral Account to or upon the order of such
      Loan Party, so long as such Loan Party has satisfied the conditions relating
      thereto set forth in Section 9.02
      and
      (ii) with respect to the LC Sub-Account, remit such Net Cash Proceeds on
      deposit in the LC Sub-Account to or upon the order of such U.S. Loan Party
      (x) at such time as all Letters of Credit shall have been terminated and
      all of the liabilities in respect of the Letters of Credit have been paid in
      full or (y) otherwise in accordance with Section 2.18(i).
      At any
      time following the occurrence and during the continuance of an Event of Default,
      the Collateral Agent may (and, if instructed by the Required Lenders as
      specified herein, shall) in its (or their) discretion apply or cause to be
      applied (subject to collection) the balance from time to time outstanding to
      the
      credit of either Collateral Account to the payment of the applicable Obligations
      in the manner specified in Section 9.03
      hereof
      subject, however, in the case of amounts deposited in the LC Sub-Account, to
      the
      provisions of Sections 2.18(i)
      and
9.03.
      The
      Loan Parties shall have no right to withdraw, transfer or otherwise receive
      any
      funds deposited in either Collateral Account except to the extent specifically
      provided herein.

     

    
      
        
        

      

      
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    (c)  Amounts
      on deposit in either Collateral Account shall be invested and reinvested from
      time to time in Cash Equivalents as the applicable Loan Party (or, after the
      occurrence and during the continuance of an Event of Default, the Collateral
      Agent) shall determine by written instruction to the Collateral Agent, or if
      no
      such instructions are given, then as the Collateral Agent, in its sole
      discretion, shall determine which Cash Equivalents shall be held in the name
      and
      be under the control of the Collateral Agent (or any sub-agent); provided
      that at
      any time after the occurrence and during the continuance of an Event of Default,
      the Collateral Agent may (and, if instructed by the Required Lenders as
      specified herein, shall) in its (or their) discretion at any time and from
      time
      to time elect to liquidate any such Cash Equivalents and to apply or cause
      to be
      applied the proceeds thereof to the payment of the applicable Obligations in
      the
      manner specified in Section 9.03
      hereof
      subject, however, in the case of amounts deposited in the LC Sub-Account, to
      the
      provisions of Section 2.18(i).

     

    (d)  Amounts
      deposited into the U.S. Collateral Account as cover for liabilities in respect
      of Letters of Credit under any provision of this Agreement requiring such cover
      shall be held by the Administrative Agent in a separate sub-account designated
      as the “LC Sub-Account” (the “LC
      Sub-Account”)
      and,
      subject to Section 2.18(i),
      all
      amounts held in the LC Sub-Account shall constitute collateral security to
      be
      applied in accordance with Section 2.18(i).

     

    (e)  Earnings
      on the amounts deposited in any Collateral Account shall be for the account
      of
      the applicable Loan Party and absent any Default will be released to the
      applicable Borrower upon its request.

     

    SECTION
      9.02  Proceeds
      of Destruction, Taking and Collateral Dispositions

     

    So
      long
      as no Event of Default shall have occurred and be continuing, in the event
      the
      applicable Loan Party elects to reinvest Net Cash Proceeds in respect of any
      Asset Sale or Casualty Event in accordance with the provisions of Sections 2.10(c)
      and
2.10(f),
      as
      applicable, the Collateral Agent shall receive at least 10 days’ prior
      notice of each request for payment and shall not release any part of such Net
      Cash Proceeds, until the applicable Loan Party has furnished to the Collateral
      Agent (i) an Officers’ Certificate setting forth: (A) a brief
      description of the reinvestment to be made, (B) the dollar amount of the
      expenditures to be made, or costs incurred by such Loan Party in connection
      with
      such reinvestment and (C) evidence that the properties acquired in
      connection with such reinvestment have a fair market value at least equal to
      the
      amount of such Net Cash Proceeds requested to be released from the applicable
      Collateral Account and (ii) all security agreements and Mortgages and other
      items required by the provisions of Sections 5.10
      and
5.11
      to,
      among other things, subject such reinvestment properties to the Lien of the
      Security Documents in favor of the Collateral Agent, for its benefit and for
      the
      benefit of the other Secured Parties.

     

    SECTION
      9.03  Application
      of Proceeds

     

    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;

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

    (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 and Reimbursement Obligations) 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 (including Reimbursement
      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.

     

    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 U.S.
      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 U.S. 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 a 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.

     

    
      
        
        

      

      
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    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 either 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, the Issuing Bank and U.S. 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 and
      the
      Issuing Bank, 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 U.S.
      Borrower to a successor Agent shall be the same as those payable to its
      predecessor unless otherwise agreed between U.S. 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.

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

    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.

     

    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 Borrowers or the Guarantors and without limiting
      the obligation of the Borrowers 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 and Reimbursement Obligations)
      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:

     

    
      
        
        

      

      
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    (a)  if
      to any
      Loan Party, to U.S. 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, the Collateral Agent or the Issuing Bank, to it
      at:

     

    UBS
      AG,
      Stamford Branch

                    677
      Washington
      Boulevard

                    Stamford,
      Connecticut
      06901

                    Attention:
      Brian
      Costa

                    Telecopy
      No.: (203)
      719-4176;

     

    (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; and

     

    (d)  if
      to the
      Swingline Lender, to it at:

     

    UBS
      Loan
      Finance LLC

                    677
      Washington
      Boulevard

                    Stamford,
      Connecticut
      06901

                    Attention:
      Brian
      Costa

                    Telecopy
      No.: (203)
      719-4176.

     

    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, the Issuing Bank 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, the Issuing Bank
      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
      or
      issuance of a Letter of Credit shall not be construed as a waiver of any
      Default, regardless of whether any Agent, any Lender or the Issuing Bank may
      have had notice or knowledge of such Default at the time.

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

    (b)  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 Borrowers 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 LC Disbursement 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 Term Loan under
Section 2.09,
      or the
      required date of payment of any Reimbursement Obligation, 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)),
      or
      postpone the scheduled date of expiration of any Commitment or postpone the
      scheduled date of expiration of any Letter of Credit beyond the Revolving
      Maturity Date, 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 (or Lenders of any Class) 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 (or each Lender of such
      Class, as the case may be);

     

    (vi)  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)  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)  change
      any provisions of any Loan Document in a manner that by its terms adversely
      affects the rights in respect of payments due to Lenders holding Loans of any
      Class differently than those holding Loans of any other Class, without the
      written consent of Lenders holding a majority in interest of the outstanding
      Loans and unused Commitments of each affected Class;

     

    (ix)  without
      the consent of the Required Lenders and Term Loan Lenders holding more than
      50%
      of the principal amount of the outstanding Term Loans, extend the date of any
      scheduled payment on the Term Loans required to be made under Section 2.09,
      change
      the order of application of prepayments among Term Loans and Revolving
      Commitments under Section 2.10(h)
      or
      change the application of prepayments of Term Loans set forth in Section 2.10(h)
      to the
      remaining scheduled amortization payments to be made thereon under Section 2.09;
      

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

    (x)  without
      the consent of Term Loan Lenders holding more than 50% of the principal amount
      of each of the outstanding U.S. Term B-3 Loans and Canadian Term Loans, change
      the order of application of prepayments amounts of the U.S. Term B-3 Loans
      and
      the Canadian Term Loans under Section
      2.10(h);
      or

     

    (xi)  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, the Collateral Agent, the Issuing Bank
      or
      the Swingline Lender without the prior written consent of the Administrative
      Agent, the Issuing Bank or the Swingline Lender, as the case may be,
      (2) any waiver, amendment or modification of this Agreement that by its
      terms affects the rights or duties under this Agreement of the Revolving Lenders
      (but not the Term Loan Lenders), the Term Loan Lenders (but not the Revolving
      Lenders), or one Class of Term Loan Lenders (but no other Lenders) may be
      effected by an agreement or agreements in writing entered into by the Borrowers
      and requisite percentage in interest of the affected Class of Lenders that
      would
      be required to consent thereto under this Section if such Class of Lenders
      were
      the only Class of Lenders hereunder at the time, and (3) (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 any intercreditor agreement entered into
      pursuant to Section
      6.02
      may be
      effected by an agreement or agreements in writing entered into among the
      Collateral Agent, the Administrative Agent and the other agents party to any
      such intercreditor agreement (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 consent of the Required Lenders).
      Notwithstanding the foregoing, any provision of this Agreement may be amended
      by
      an agreement in writing entered into by the Borrowers, the Required Lenders
      and
      the Administrative Agent (and, if their rights or obligations are affected
      thereby, the Issuing Bank and the Swingline Lender) 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 Borrowers
      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 and so long as the Borrowers comply
      with Section
      2.10(k).

     

    (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 U.S. Term
      B-3 Loans or to establish additional Classes of U.S. Term B-3 Loans
      (collectively, “Additional
      Term Loans”)
      by an
      agreement in writing entered into by the Borrowers, the Administrative Agent,
      the Collateral Agent and each person (including any Lender) that shall agree
      to
      make an Additional Term 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 Term Loans
      set forth in such agreement); provided
      that
      (1) no more than an amount equal to $250 million of Additional Term Loans
      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
      First Lien Leverage Ratio shall be no greater than 4.25:1.0 after giving effect
      thereto and (4) after giving effect thereto, the U.S. Borrower would be
      permitted to incur at least $1.00 of Indebtedness pursuant to the Consolidated
      Interest Coverage Ratio test in Section
      6.01.
      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 Term Loans established thereby
      (including the amount and final maturity thereof (which shall not be earlier
      than the Term Loan 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 Term 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 Term Loans shall not be more
      than 25 basis points higher than the Applicable Margins with respect to the
      Term
      Loans and that all other payment rights shall be pari passu with the Term
      Loans)) and effect such other changes (including changes to the provisions
      of
      this Section, Section
      2.14
      and the
      definition of “Required Lenders”) as U.S. Borrower and the Administrative Agent
      shall deem necessary or advisable in connection with the Additional Term Loans;
      provided
      that no
      such agreement shall (i) effect any change described in Sections
      11.02(b)(i)
      through
(ix)
      without
      the consent of each person required to consent to such change under such clause
      (it being agreed, however, that the Additional Term Loans will not, of
      themselves, be deemed to effect any of the changes described in Sections 11.02(b)(vi)
      through
(viii)
      and
(1)),
      (ii)
      amend Article
      V,
      VI
      or
VIII
      to
      establish any affirmative or negative covenant, Event of Default or remedy
      that
      by its terms benefits one or more Classes, but not all Classes, of Loans or
      Borrowings without the prior written consent of Lenders holding a majority
      in
      interest of the Loans and Commitments of each Class not so benefited (it being
      agreed that no provision requiring either Borrower to prepay Term Loans of
      one
      or more Classes pursuant to Sections
      2.10(c)
      through
(h)
      shall be
      deemed to violate this clause) or (iii) change any other provision of this
      Agreement or any other Loan Document that creates rights in favor of Lenders
      holding Loans or Commitments of any existing Class, 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 Term 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 Term
      Loans.

     

    
      
        
        

      

      
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    (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.

     

    (f)  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 the
      Revolving Commitment by up to $25.0 million in the aggregate (the “Incremental
      Revolving Commitment”)
      in
      excess of the Revolving Commitment on the Fifth Amendment Effectiveness Date
      by
      an agreement in writing entered into by the Borrowers, the Administrative Agent,
      the Collateral Agent and each person (including any Lender) that shall agree
      to
      commit to a portion of the Incremental Revolving Commitment (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 Revolving Commitment set forth in such agreement);
      provided
      that (1)
      no Default or Event of Default has occurred and is continuing or would occur
      after giving effect thereto, (2) the First Lien Leverage Ratio shall be no
      greater than 4.25:1.0 after giving effect to any Revolving Loans made on such
      date pursuant to the Incremental Revolving Commitment and (3) after giving
      effect thereto, the U.S. Borrower would be permitted to incur at least $1.00
      of
      Indebtedness pursuant to the Consolidated Interest Coverage Ratio test in
Section
      6.01.
      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 Revolving Loans to be made pursuant to the
      Incremental Revolving Commitment established thereby (which shall be the same
      as
      those of the Revolving Loans under this Agreement) and effect such other changes
      (including changes to the provisions of this Section, Section
      2.14
      and the
      definition of “Required Lenders”) as U.S. Borrower and the Administrative Agent
      shall deem necessary or advisable in connection with the Incremental Revolving
      Commitment; provided
      that no
      such agreement shall (i) effect any change described in Sections
      11.02(b)(i)
      through
(ix)
      without
      the consent of each person required to consent to such change under such clause
      (it being agreed, however, that the Incremental Revolving Commitment and any
      Revolving Loans made pursuant thereto will not, of themselves, be deemed to
      effect any of the changes described in Sections
      11.02(b)(vi)
      through
(viii)
      and
(1)),
      (ii)
      amend Article
      V,
      VI
      or
VIII
      to
      establish any affirmative or negative covenant, Event of Default or remedy
      that
      by its terms benefits one or more Classes, but not all Classes, of Loans or
      Borrowings without the prior written consent of Lenders holding a majority
      in
      interest of the Loans and Commitments of each Class not so benefited or (iii)
      change any other provision of this Agreement or any other Loan Document that
      creates rights in favor of Lenders holding Loans or Commitments of any existing
      Class, 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 a portion of the
      Incremental Revolving Commitment. The Loans and Borrowings established pursuant
      to the Incremental Revolving Commitment 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 such Incremental Revolving
      Commitment.

     

    
      
        
        

      

      
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    (g)  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 refinance the Revolving Commitments then in effect
      (the
“Revolver
      Refinancing”)
      by an
      agreement in writing entered into by the Borrowers, the Administrative Agent,
      the Collateral Agent and each person (including any Lender) that shall agree
      to
      commit to a portion of the Revolving Commitment (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 Revolving Commitment set forth in such agreement); provided
      that the
      amount of Revolving Commitments that are provided hereunder are not increased,
      the Applicable Margin with respect to the Revolving Commitment is not increased
      and the amendment does not contain terms that are more adverse (as determined
      by
      the Administrative Agent in good faith, but in its sole discretion) to any
      Loan
      Party or the Term Loan Lenders than the terms of this Agreement as in effect
      or
      as this Agreement could be amended by the Required Revolving Lenders prior
      to
      the time of such amendment (it being understood that any such prior amendment
      shall not be in conflict with the terms of this proviso). Any such agreement
      shall set forth the terms of the Revolving Loans to be made pursuant to the
      Revolver Refinancing and effect such other changes (including changes to the
      provisions of this Section, Section
      2.14
      and the
      definition of “Required Lenders”) as U.S. Borrower shall deem necessary or
      advisable in connection with the Revolver Refinancing; provided
      that no
      such agreement shall (i) effect any change described in Sections
      11.02(b)(i)
      through
(ix)
      without
      the consent of each person required to consent to such change under such clause
      (it being agreed, however, that the Revolver Refinancing and any Revolving
      Loans
      made pursuant thereto will not, of themselves, be deemed to effect any of the
      changes described in Sections
      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 Loans or Commitments of any existing
      Class, other than as necessary or advisable in the judgment of the U.S. Borrower
      to cause such provision to take into account, or to make the benefits of such
      provision available to, Lenders holding a portion of the Revolving Commitment
      pursuant to the Revolver Refinancing. The Loans and Borrowings established
      pursuant to the Revolver Refinancing 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 such Revolving Commitment
      pursuant to the Revolver Refinancing.

     

    
      
        
        

      

      
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    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 UBSS, the Administrative Agent, the
      Collateral Agent, the Swingline Lender and the Issuing Bank, including the
      reasonable fees, charges and disburse-ments of Advisors for UBSS, the
      Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing
      Bank, 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 UBSS, the Administrative Agent, the Collateral Agent,
      the Swingline Lender, the Issuing Bank or any Lender, including the reasonable
      fees, charges and disburse-ments of Advisors for UBSS, the Administrative Agent,
      the Collateral Agent, the Swingline Lender, the Issuing Bank 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 or Letters of Credit issued 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.

     

    
      
        
        

      

      
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    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 U.S. 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,
      the
      Issuing Bank and the Swingline 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 actual or proposed use of the proceeds of the Loans or
      issuance of Letters of Credit, (iii) any claim, litigation, investigation
      or proceeding relating to any of the foregoing, whether or not any Indemnitee
      is
      a party thereto, or (iv) 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 and Reimbursement Obligations, the release
      of
      all or any portion of the Collateral, the expiration of the Commitments, the
      expiration of any Letter of Credit, 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, the Issuing Bank 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 either Borrower fails to promptly pay any amount required to be
      paid
      by it to the Agents, the Issuing Bank or the Swingline Lender under
      paragraph (a) or (b) of this Section, each Lender severally agrees to pay
      to the Agents, the Issuing Bank or the Swingline Lender, as the case may be,
      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, the Issuing Bank or the Swingline Lender 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 Revolving
      Exposure, outstanding Term Loans and unused Commitments 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
      (including any Affiliate of the Issuing Bank that issues any Letter of Credit),
      except that the Borrowers 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, the Issuing Lender, the Swingline Lender and each
      Lender (and any attempted assignment or transfer by either 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 (including any
      Affiliate of the Issuing Bank that issues any Letter of Credit) 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.

     

    
      
        
        

      

      
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    (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 Borrowers, 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 U.S. Borrower (and,
      in the case of an assignment of all or a portion of a Revolving Commitment
      or
      any Lender’s obligations in respect of its LC Exposure or Swingline Exposure,
      the Issuing Bank and the Swingline Lender) 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 UBSS 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 (x) with respect to U.S. Term B-3 Loan Commitments and Term Loans, $1.0
      million and (y) with respect to Revolving Commitments and Revolving Loans,
      $2.5
      million, unless each of U.S. 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, except that this clause (iii) shall not be construed to
      prohibit the assignment of a proportionate part of all the assigning Lender’s
      rights and obligations in respect of one Class of Commitments or Loans other
      than an assignment of any rights and obligations with respect to any Term Loans
      which may be assigned only on a pro
      rata
      basis
      between (x) U.S. Term B-1 Loans and (y) Canadian Term Loans
      (i.e.,
      an
      assignment of U.S. Term B-1 Loans representing a percentage of the total
      principal amount of U.S. Term B-1 Loans then outstanding shall be accompanied
      by
      an assignment of Canadian Term Loans representing the same percentage of the
      total principal amount of Canadian Term Loans then outstanding), (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 of the applicable
      Class, its Loans and Commitments shall be disregarded for purposes of
      determining the requisite percentage or number of Lenders (or Lenders of any
      Class) 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 U.S. 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 either 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 such
      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).

     

    
      
        
        

      

      
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    (c)  The
      Administrative Agent, acting for this purpose as an agent of the Borrowers,
      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 and LC
      Disbursements 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 Borrowers, the Administrative Agent, the Issuing Bank 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 Borrowers, the Issuing Bank, the Collateral Agent, the
      Swingline Lender 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 either Borrower,
      the Administrative Agent, the Issuing Bank or the Swingline Lender, 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 Borrowers, the
      Administrative Agent, the Issuing Bank 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
      Borrowers agree 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 Borrowers, 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 Borrowers 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 applicable
      Borrower (which consent shall not be unreasonably withheld or
      delayed).

     

    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    

    (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 Borrowers 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 and issuance of any Letters of Credit, regardless of any investigation
      made by any such other party or on its behalf and notwithstanding that the
      Agents, the Issuing Bank 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 or any Letter of Credit
      is outstanding 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 payment
      of
      the Reimbursement Obligations, the expiration or termination of the Letters
      of
      Credit and 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 4.03
      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. The
      Borrowers, the Guarantors, the Agents and the Lenders agree that (a) all
      obligations under the Existing Credit Agreement, that is amended and restated
      hereby, shall continue to exist under and be evidenced by this Agreement and
      the
      other Loan Documents and shall constitute Obligations, (b) except as expressly
      stated herein or amended, the other Loan Documents are ratified and confirmed
      as
      remaining unmodified and in full force and effect with respect to all present
      and future Obligations, (c) without limiting the foregoing, the existing
      Security Documents shall continue to secure all present and future Obligations
      (or such part of them as is described in the respective Security Documents),
      (d)
      this Agreement is an amendment and restatement, not a novation or rescission,
      of
      the Existing Credit Agreement and (e) this Agreement shall not be or shall
      not
      be deemed to be a discharge, rescission, extinguishment, novation or
      substitution of any Canadian Term Loan and any Canadian Term Loan outstanding
      immediately before the Fifth
      Amendment Effectiveness Date and this Agreement shall continue to be the same
      obligation and not a new obligation.
      The
      Borrower, the Guarantors, the Agent and the Lenders agree that notwithstanding
      the foregoing or anything else herein to the contrary the provisions of
Article X
      and
Section
      11.03
      of the
      Original Credit Agreement survive and remain in full force and effect for the
      benefit of the Original Agents. 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.

     

    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    

    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

     

    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 either Borrower against any and all of the obligations
      of such 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, the Issuing
      Bank
      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.

     

    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    

    (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, the Issuing Bank 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 applicable 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
      U.S. 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, the Issuing Bank or any Lender on a nonconfidential basis from a source
      other than U.S. Borrower or any Subsidiary. For the purposes of this Section,
      “Information”
means
      all information received from U.S. Borrower or any Subsidiary relating to U.S.
      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, the Issuing Bank or any Lender on a nonconfidential
      basis prior to disclosure by U.S. 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.

     

    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    

    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 Fifth Amendment Effectiveness
      Date shall do so by delivering to the Administrative Agent a Lender Addendum
      duly executed by such Lender, the applicable 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  Judgment
      Currency.

     

     

     

    (a)  Each
      Borrower’s obligation hereunder and under the other Loan Documents to make
      payments in dollars shall not be discharged or satisfied by any tender or
      recovery pursuant to any judgment expressed in or converted into any currency
      other than dollars, except to the extent that such tender or recovery results
      in
      the effective receipt by the Administrative Agent or the respective Lender
      of
      the full amount of dollars expressed to be payable to the Administrative Agent
      or such Lender under this Agreement or the other Loan Documents. If, for the
      purpose of obtaining or enforcing judgment against a Borrower in any court
      or in
      any jurisdiction, it becomes necessary to convert into or from any currency
      other than dollars (such other currency being hereinafter referred to as the
      “Judgment
      Currency”)
      an
      amount due in dollars, the conversion shall be made at the rate of exchange
      (as
      quoted by the Administrative Agent or if the Administrative Agent does not
      quote
      a rate of exchange on such currency, by a known dealer in such currency
      designated by the Administrative Agent) determined, in each case, as of the
      Business Day immediately preceding the day on which the judgment is given (such
      Business Day being hereinafter referred to as the “Judgment
      Currency Conversion Date”).

     

    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    

    (b)  If
      there
      is a change in the rate of exchange prevailing between the Judgment Currency
      Conversion Date and the date of actual payment of the amount due, each Borrower
      covenants and agrees to pay, or cause to be paid, such additional amounts,
      if
      any (but in any event not a lesser amount) as may be necessary to ensure that
      the amount paid in the Judgment Currency, when converted at the rate of exchange
      prevailing on the date of payment, will produce the amount of dollars which
      could have been purchased with the amount of Judgment Currency stipulated in
      the
      judgment or judicial award at the rate of exchange prevailing on the Judgment
      Currency Conversion Date.

     

    (c)  For
      purposes of determining any rate of exchange for this Section 11.16,
      such
      amounts shall include any premium and costs payable in connection with the
      purchase of dollars.

     

    SECTION
      11.17  USA
      PATRIOT Act Notice

     

    Each
      Lender, the Swingline Lender and each Issuing Bank that is subject to the Act
      (as hereinafter defined) and the Administrative Agent (for itself and not on
      behalf of any Lender) hereby notifies Borrowers (and any Subsidiary in whose
      account a Letter of Credit is issued) 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 Borrowers
      (and
      any Subsidiary in whose account a Letter of Credit is issued), which information
      includes the name, address and tax identification number of Borrowers or such
      Subsidiary and other information regarding Borrowers or such Subsidiary that
      will allow such Lender or the Administrative Agent, as applicable, to identify
      Borrowers or such Subsidiary in accordance with the Act. This notice is given
      in
      accordance with the requirements of the Act and is effective as to the Lenders,
      the Swingline Lender, each Issuing Bank and the Administrative
      Agent.

     

    [Signature
      Pages Follow]

    



    
      
        
          


        

        
        

      

      
        134

        
          

        

      

       

    


    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

     

     

    CWD
      WINDOWS AND DOORS, INC.

     

    By:   

      
        

      

    

                                    Name: Shawn
      K.
      Poe

                                    Title: Vice
      President, 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.

                                    VARIFORM,
      INC.

     

    By:   

      
        

      

    

                                    Name: Shawn
      K.
      Poe

                                    Title: Vice
      President, Treasurer and Secretary

     

     

    MWM
      HOLDING, INC.

                                    MW
      MANUFACTURERS
      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: 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    UBS
      AG,
      STAMFORD BRANCH, as Issuing Bank,

     

        Administrative
      Agent and Collateral Agent

     

     

    By:   

      
        

      

    

                                    Name: 

                                    Title: 

     

     

    By:   

      
        

      

    

                                    Name: 

                                    Title: 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    UBS
      LOAN
      FINANCE LLC, as Swingline Lender

     

     

    By:   

      
        

      

    

                                    Name: 

                                    Title: 

     

     

    By:   

      
        

      

    

                                    Name: 

                                    Title: 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex I

     

    Applicable
      Margin

     

     

    
      Revolving
        Loans/Swingline Loans  

      
        	 	 	 	 	 	
                Applicable

              
	
                Total

              	 	
              	
              	 	
                Fee

              
	
                Leverage
                  Ratio

              	 	
                Eurodollar

              	
                ABR

              	 	 
	
                Level
                  I

              	 	
                3.00%

              	
                2.00%

              	 	
                0.5%

              
	
                ≥4.50:1.0

              	 	 	 	 	 
	
                Level
                  II

              	 	
                2.75%

              	
                1.75%

              	 	
                0.5%

              
	
                <4.50:1.0
                  but

              	 	 	 	 	 
	
                ≥3.75:1.0

              	 	
                 

              	 	 	 
	
                Level
                  III

              	 	
                2.50%

              	
                1.50%

              	 	
                0.375%

              
	
                <3.75:1.0
                  but

              	 	 	 	 	 
	
                ≥3.00:1.0

              	 	 	 	 	 
	
                Level
                  IV

              	 	
                2.25%

              	
                1.25%

              	 	
                0.375%

              
	
                <3.00:1.0

              	 	 	 	 	 
	 	 	 	 	 	 


      

       

       

                                                               
                    Term
        Loans         
        

    

    
      
        	 	 	 	 
	
                Total

              	 	
                 

              	 
	
                Leverage
                  Ratio

              	 	
                Eurodollar

              	
                ABR

              
	
                Level
                  I

              	 	
                3.00%

              	
                2.00%

              
	
                ≥6.0:1.0

              	 	 	 
	
                Level
                  II

              	 	
                2.75%

              	
                1.75%

              
	
                <6.0:1.0

              	 	 	 


      



     

    


    Each
      change in the Applicable Margin or Applicable Fee resulting from a change in
      the
      Total Leverage Ratio shall be effective with respect to all Loans and Letters
      of
      Credit outstanding on and after the date of delivery to the Administrative
      Agent
      of the financial statements and certificates required by Section 5.01(a)
      or
(b)
      and
Section 5.01(c),
      respectively, indicating such change until the date immediately preceding the
      next date of delivery of such financial statements and certificates indicating
      another such change. Notwithstanding the foregoing, the Leverage Ratio shall
      be
      deemed to be in Level I at any time during which U.S. Borrower has failed to
      deliver the financial statements and certificates required by Section 5.01(a)
      or
(b)
      and
Section 5.01(c),
      respectively, and (ii) subject to Section
      8.01(d),
      at any
      time during the existence of an Event of Default.

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Annex
      II

     

    Amortization
      Table

    

      
        	
                Date

              	
                U.S.
                  Term B-3 Loan Amount

              	
                Canadian
                  Term Loan Amount

              
	
                30-Jun-07

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                30-Sep-07

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                31-Dec-07

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                31-Mar-08

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                30-Jun-08

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                30-Sep-08

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                31-Dec-08

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                31-Mar-09

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                30-Jun-09

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                30-Sep-09

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                31-Dec-09

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                31-Mar-10

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                30-Jun-10

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                30-Sep-10

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                31-Dec-10

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                31-Mar-11

              	
                $1,655,787
                  

              	
                $62,500
                  

              
	
                15-Aug-11

              	
                $635,822,408
                  

              	
                $23,750,000
                  

              
	
                Total

              	
                $662,315,000
                  

              	
                $24,750,000
                  

              


      

    

     

    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    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.     2008-48
      Street SE, Calgary, Alberta, Canada

    7.    
100
      Cellwood Road, Gaffney, SC;
      mortgagor: Alcoa Home Exteriors, Inc.

    8.    
1601
      Commerce Boulevard, Denison, TX;
      mortgagor: Alcoa Home Exteriors, Inc.

    9.     185
      Johnson
      Drive, Stuarts Draft, VA;
      mortgagor: Alcoa Home Exteriors, Inc.

    10.    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. Variform,
      Inc.

    5. MWM
      Holding, Inc.

    6. MW
      Manufacturers Inc.

    7. AWC
      Holding Company

    8. Alenco
      Holding Corporation

    9. Alenco
      Extrusion Management, L.L.C.

    10. New
      Alenco Extrusion, Ltd.

    11. Alenco
      Extrusion GA, L.L.C.

    12. Aluminum
      Scrap Recycle, L.L.C.

    13. Alenco
      Building Products Management, L.L.C.

    14. New
      Alenco Window, Ltd.

    15. Alenco
      Window GA, L.L.C.

    16. Alenco
      Trans, Inc.

    17. Glazing
      Industries Management, L.L.C.

    18. New
      Glazing Industries, Ltd.

    19. Alenco
      Interests, L.L.C.

    20. AWC
      Arizona, Inc.

    21.
       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.

            
	 	
              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

            


    

     

    
      

        

      

      
        
          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.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

    
      	
              CWD
                Windows and Doors, Inc.

            
	 	
              2008
                - 48th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Lease
                Agreement by and between PG-NOM (ALBERTA) INC., an Alberta corporation,
                as
                nominee for PG-TRUST (DE), a trust formed under the laws of the State
                of
                Delaware (“Canadian Landlord”), as Landlord and CWD Windows and Doors,
                Inc., as Tenant, dated as of August 27, 2004 (“Canadian Sale and Leaseback
                Agreement”).

            
	 	
              2110
                - 48th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2264
                - 48th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2007
                - 48th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2015
                - 48th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2035
                - 48th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2101
                - 50th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2109/17
                - 50th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2121
                - 50th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2125
                - 50th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              2139
                - 50th St. S.E., Calgary, AB

            	
              Leased

            	
              Canadian
                Landlord

            	
              No

            	
              Canadian
                Sale and Leaseback Agreement.

            
	 	
              18703
                - 111th
                Ave, N.W., Edmonton, AB

            	
              Leased

            	
              J.K.
                McKenzie Holdings Ltd.

            	
              No

            	
              Lease
                between J.K. McKenzie and CWD Windows and Doors dated June 14, 2006,
                10
                year term

            
	 	
              Bay
                106, 7002 - 98th
                St., Clairmont, AB

            	
              Leased

            	
              CRD
                Properties Corp

            	
              No

            	
              Lease
                between CRD Properties Corp. and CWD Windows and Doors, Inc., dated
                June
                5, 2006, 5 year term.

            
	 	
              1889
                - 6th Ave., Medicine Hat, AB

            	
              Leased

            	
              Century
                Homes Ltd.

            	
              No

            	
              Lease
                between Century Homes Ltd. and CWD Windows and Doors (Division of
                Broan-Nutone Canada Inc.), dated December 30, 2003.

            
	 	
              8,4622
                - 61st St., Red Deer, AB

            	
              Leased

            	
              Alberta
                Financial Consultants Limited and Ramco Development Corp.
                Ltd.

            	
              No

            	
              Lease
                between Alberta Financial Consultants Limited and Ramco Development
                Corp.
                Ltd., and Broan-Nutone Canada Inc., dated March 22,
                2001.

            
	 	
              664
                and 666 Henderson Dr., Regina, SK

            	
              Leased

            	
              Chestemere

              Industrial
                Park Ltd.

            	
              No

            	
              Lease
                between 101032426 Saskatchewan Ltd. and Broan-Nutone Canada Inc.
                operating
                as CWD Windows and Doors, dated January 1, 2000.

            
	 	
              197
                Leaonard St. N., Regina SK

            	
              Leased

            	
              Chestemere
                Industrial Park Ltd.

            	
              No

            	
              Lease
                between Chestemere Industrial Park Ltd. and CWD Windows and Doors,
                Inc.,
                dated May 26, 2005, 5 year term.

            
	 	
              331
                - 105 St., Saskatoon, SK

            	
              Owned

            	 	 	 
	
              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 Roller 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. 

            
	 	
               

              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

            
	
              Variform,
                Inc.

            	
              Missouri

            	
              67,000
                - 3,000 common stock; 64,000 preferred stock

            	
              2,732
                common stock

            	
              None

            
	
              CWD
                Windows and Doors, Inc.

            	
              Canada

            	
              Unlimited
                number of common stock

            	
              200

            	
              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

            
	
              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. (now merged into Great Lakes Window, 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. (now merged into Great Lakes Window, 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.  	
              Letter
                agreement between North American Profiles Group and CWD Windows and
                Doors
                dated February 14, 2002.

            


    

     

    
      	43.  	
              Collective
                Agreement between and CWD Windows and Doors, Inc. dated and United
                Brothers of Carpenters and Joiners of America, Local Union No. 2010
                dated
                September 5, 2006, effective January 1, 2006 through December 31,
                2007.

            


    

     

    
      	44.  	
              Product
                Supply Agreement between AGA Gas, Inc. and Great Lakes Windows, Inc.
                dated
                January 1, 2003.

            


    

     

    
      	45.  	
              Letter
                Agreement between Truth Hardware and Great Lakes Window, Inc. dated
                July
                30, 2003.

            


    

     

    
      	46.  	
              Supply
                Contract and Amendment dated January 2, 2002 and January 9, 2003,
                respectively between Crompton Corporation and Variform,
                Inc.

            


    

     

    
      	47.  	
              Letter
                Agreement dated September 4, 2003 between Kroy Building Products,
                Inc. and
                Hawk Fastener Corporation.

            


    

     

    
      	48.  	
              Volume
                Incentive Agreement dated as of January 1, 2002 between BASF Corporation
                and Napco, Inc.

            


    

     

    
      	49.  	
              Supply
                Agreement between Kings Company and Variform, Inc. dated June 19,
                2002.

            


    

     

    
      	50.  	
              License
                Agreement between JD Edwards and Variform, Inc. dated January 31,
                1995.

            


    

     

    
      	51.  	
              Motor
                Contract Carrier Transportation Agreement dated as of November 19,
                2002 between Variform, Inc. and Annett Holdings,
                Inc.

            


    

     

    
      	52.  	
              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.

            


    

     

    
      	53.  	
              Letter
                agreement dated October 14, 2002 between DuPont Dow Elastomers L.L.C.
                and
                Variform, Inc.

            


    

     

    
      	54.  	
              Letter
                agreement dated February 13, 2002 between Indiana Dimension Products,
                LLC
                and Variform, Inc. together with purchase order and
                attachments.

            


    

     

    
      	55.  	
              Award
                letter/supply contract dated November 6, 2002 between Variform, Inc.
                (and
                Napco, Inc.) and Jupiter
                Aluminum.

            


    

     

    
      	56.  	
              Transportation
                Agreement between Variform, Inc. and Landstar, Inc. dated August
                7,
                2000.

            


    

     

    
      	57.  	
              Supply
                Agreement between OMYA, Inc. and Variform, Inc. dated October 9,
                2002.

            


    

     

    
      	58.  	
              Container
                Sales Agreement between Packaging Corporation of America and Variform,
                Inc. dated January 1,
                2002.

            


    

     

    
      	59.  	
              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.

            


    

     

    
      	60.  	
              Three
                (3) Supply Agreements between Rohm & Haas Company, Variform, Inc. and
                Kroy Building Products, Inc. dated March 12, 2002 for multiple products.
                

            


    

     

    
      	61.  	
              Purchase
                and Supply Agreement dated January 15, 1999 between Variform, Inc.
                and
                Nailite International, Inc. and letter agreement dated July 26,
                1999.

            


    

     

    
      	62.  	
              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.
                

            


    

     

    
      	63.  	
              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.

            


    

     

    
      	64.  	
              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.

            


    

     

    
      	65.  	
              Agreement
                by and between Napco, Inc. and United Steelworkers of America AFL-CIO-CLC
                2001- 2006 (Valencia, PA).

            


    

     

    
      	66.  	
              Employment
                Agreement dated as of January 17, 2003 between MW Manufacturers Inc.
                and
                Michael P. Haley.

            


    

     

    
      	67.  	
              Employment
                Agreement dated as of January 17, 2003 between MW Manufacturers Inc.
                and
                Lynn A. Morstad.

            


    

     

    
      	68.  	
              Employment
                Agreement dated as of June 16, 2003 between MW Manufacturers Inc.
                and Mark
                Montgomery.

            


    

     

    
      	69.  	
              Truck
                Lease and Service Agreement dated December 31, 2001 between Old Dominion
                Truck Leasing, Inc. and MW Manufacturers Inc.
                

            


    

     

    
      	70.  	
              Contract
                Carrier Agreement dated October 30, 2001 between J.B. Hunt
                Transport,
                Inc. and Patriot Manufacturing Inc. (now merged into MW
                Manufacturers,
                Inc.).

            


    

     

    
      	71.  	
              Vehicle
                Lease Service Agreement dated April 24, 2000 between Penske Truck
                Leasing
                and MW Manufacturers Inc.

            


    

     

    
      	72.  	
              Equipment
                Lease dated August 13, 1999 between MW Manufacturers Inc. and CCA
                Financial, Inc.

            


    

     

    
      	73.  	
              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).

            


    

     

    
      	74.  	
              Purchase
                Agreement effective December 17, 2003 between Lineal Technologies,
                Inc.
                and PolyOne Corporation.

            


    

     

    
      	75.  	
              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. (now merged into
                MW
                Manufacturers, Inc.), Lineal Technologies, Inc. and Veka,
                Inc.

            


    

     

    
      	76.  	
              Purchase
                Agreement effective January 1, 2003 between MW Manufacturers Inc.
                and
                Pinelli Universal.

            


    

     

    
      	77.  	
              Agreement
                dated as of April 30, 1999 by and among MW Manufacturers Holding,
                Inc., MW
                Manufacturers, Inc., Patriot Manufacturing, Inc. (now merged into
                MW
                Manufacturers, Inc.) and The GeMROI Company. 

            


    

     

    
      	78.  	
              Purchase
                Agreement effective February 16, 2004 between MW Manufacturers Inc.
                and
                H.B. Fuller Co. 

            


    

     

    
      	79.  	
              Purchase
                Agreement effective January 9, 2004 between MW Manufacturers Inc.
                and
                Hygrade Metal Moulding Manufacturing Corp.
                

            


    

     

    
      	80.  	
              License
                Agreement dated November 8, 1994 between Patriot Manufacturing
                Inc. (now merged into MW Manufacturers, Inc.) and PPG
                Industries, Inc. 

            


    

     

    
      	81.  	
              License
                Agreement dated September 15, 1993 between MW Manufacturers Inc.
                and PPG
                Industries, Inc. with respect to Intercept technology.
                

            


    

     

    
      	82.  	
              Purchase
                Agreement effective March 1, 2004 between MW Manufacturers Inc. and
                Phifer
                Wire Products.

            


    

     

    
      	83.  	
              Purchase
                Agreement effective December 1, 2003 between MW Manufacturers Inc.
                and
                Southeastern Aluminum Sourcing, Inc.


            


    

     

    
      	84.  	
              Purchase
                Agreement effective January 1, 2004 between MW Manufacturers Inc.
                and
                Ultra Hardware Products LLC
                .

            


    

     

    
      	85.  	
              Purchase
                Agreement effective March 1, 2004 between MW Manufacturers Inc. and
                TruSeal Technologies, Inc.

            


    

     

    
      	86.  	
              Purchase
                Agreement effective June 12, 2003 between MW Manufacturers Inc. and
                TG
                Manufacturing.

            


    

     

    
      	87.  	
              Purchase
                Agreement effective through December 31, 2004 between MW Manufacturers
                Inc. and Packaging Corporation of
                America.

            


    

     

    
      	88.  	
              Purchase
                Agreement effective July 1, 2003 between MW Manufacturers Inc. and
                Astro
                Shapes.

            


    

     

    
      	89.  	
              Purchase
                Agreement effective March 1, 2004 between MW Manufacturers Inc. and
                Builders Hardware. 

            


    

     

    
      	90.  	
              Purchase
                Agreement effective February 16, 2004 between MW Manufacturers Inc.
                and
                H.B. Fuller Co.

            


    

     

    
      	91.  	
              Purchase
                Agreement effective October 14, 2003 between Lineal Technologies,
                Inc. and
                Aurora Plastics, Inc.

            


    

     

    
      	92.  	
              Purchase
                Agreement effective January 1, 2004 between MW Manufacturers Inc.
                and AFG
                Industries, Inc.

            


    

     

    
      	93.  	
              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.

            


    

     

    
      	94.  	
              Equipment
                Lease dated October 2, 2003 between Patriot Manufacturing
                Inc.
                (now merged into MW Manufacturers,
                Inc.) and
                IBM Credit LCC.

            


    

     

    
      	95.  	
              Equipment
                Lease dated September 25, 2003 Patriot
                Manufacturing Inc. (now merged into MW Manufacturers, Inc.)
                and
                CIT Communications Finance
                Corporation.

            


    

     

    
      	96.  	
              Services
                Agreement dated September 14, 2006 between MW Manufacturers,
                Inc and IBM Global
                Services.

            


    

     

    
      	97.  	
              Service
                Agreement effective May 17, 2004 between MW
                Manufacturers,Inc.
                and Integrated Logistics 2000,
                LLC.

            


    

     

    
      	98.  	
              Carrier
                Agreement effective April 17, 2006 between Ply Gem Industries,
                Inc. and United Parcel Service
                Inc.

            


    

     

    
      	99.  	
              Security
                Services Agreement effective January 1, 2006 between MW
                Manufacturers
                Inc. and Fender Guard
                Service.

            


    

     

    
      	100.  	
              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.

            


    

     

    
      	101.  	
              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.

            


    

     

    
      	102.  	
              Sales
                Representative Agreement dated May 27, 2003 between Alcoa Home Exteriors,
                Inc. and Quigley Reps.

            


    

     

    
      	103.  	
              Sales
                Representative Agreement dated October 30, 2003 between Alcoa Home
                Exteriors, Inc. and Peak Sales and
                Marketing.

            


    

     

    
      	104.  	
              Sales
                Representative Agreement dated July 19, 2006 between Alcoa Home Exteriors,
                Inc. and The Begley Group.

            


    

     

    
      	105.  	
              Sales
                & Distribution Agreement dated September 22, 2003 between Alcoa Home
                Exteriors, Inc. and Dayton Technologies,
                L.L.C.

            


    

     

    
      	106.  	
              Progressive
                Lamination Services Agreement dated April 2, 2004 between Progressive
                Foam
                Technologies, Inc. and Alcoa Home Exteriors,
                Inc.

            


    

     

    
      	107.  	
              Sales
                Representative Agreement; July 2006; Alcoa Home Exteriors, Inc.
                (“Company”); C&D Sales
                (“Representative”).

            


    

     

    
      	108.  	
              Sales
                Representative Agreement dated March 10, 1997 between Richwood Building
                Products, Inc. and R.L. Gildner & Co.,
                Inc.

            


    

     

    
      	109.  	
              Sales
                Representative Agreement dated January 1, 2002 between Richwood Building
                Products, Inc. and Midlantic Group
                LLC.

            


    

     

    
      	110.  	
              Sales
                Representative Agreement dated May 1, 1996 between Richwood Building
                Products, Inc. and Dave Jones &
                Associates.

            


    

     

    
      	111.  	
              Sales
                Representative Agreement dated April 18, 2006 between Alcoa Home
                Exteriors, Inc. and Growth Marketing
                Inc.

            


    

     

    
      	112.  	
              Sales
                Representative Agreement dated May 1, 1996 between Alcoa Home Exteriors,
                Inc. and Cox, Hall &
Boguskie.

            


    

     

    
      	113.  	
              Sales
                Representative Agreement dated May 1, 1996 between Alcoa Home Exteriors,
                Inc. and Terry Wolverton.

            


    

     

    
      	114.  	
              Sales
                Representative Agreement dated April 1, 2004 between Alcoa Home Exteriors,
                Inc. and Alba Sales.

            


    

     

    
      	115.  	
              Sales
                Representative Agreement dated April 1, 2004 between Alcoa Home Exteriors,
                Inc. and Darco Sales
                Group.

            


    

     

    
      	116.  	
              Sales
                Representative Agreement dated February 27, 2004 between Alcoa Home
                Exteriors, Inc. and Edco Products,
                Incorporated.

            


    

     

    
      	117.  	
              Sales
                Representative Agreement dated July 2006 between Alcoa Home Exteriors,
                Inc. and C&D Sales.

            


    

     

    
      	118.  	
              Sales
                Representative Agreement dated July 14, 2006 between Alcoa Home Exteriors,
                Inc. and Midatlantic
                Group.

            


    

     

    
      	119.  	
              Sales
                Representative Agreement dated July 14, 2006 between Alcoa Home Exteriors,
                Inc. and Delta Sales &
Marketing.

            


    

     

    
      	120.  	
              Sales
                Representative Agreement dated August 4, 2006 between Alcoa Home
                Exteriors, Inc. and Resource
                Sales.

            


    

     

    
      	121.  	
              Sales
                Representative Agreement dated August 8, 2006 between Alcoa Home
                Exteriors, Inc. and Pro South
                Marketing.

            


    

     

    
      	122.  	
              Independent
                Sales Representative Agreement dated August 17, 2006 between Alcoa
                Home
                Exteriors, Inc. and Factory Direct Sales Consultants,
                Inc

            


    

     

    
      	123.  	
              Mutual
                Release and Settlement Agreement between TAPCO International Corporation
                and Alcoa Building Products, Inc. dated December 1,
                1999.

            


    

     

    
      	124.  	
              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.
                

            


    

     

    
      	125.  	
              Sales
                & Distribution Agreement dated September 22, 2003 between Alcoa Home
                Exteriors, Inc. and Dayton Technologies,
                L.L.C.

            


    

     

    
      	126.  	
              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.

            


    

     

    
      	127.  	
              Master
                Lease Agreement between ePlus Group, Inc. and Alcoa Inc. dated June
                15,
                2001, and all Schedules thereto pertaining to leased Company Personal
                Property.

            


    

     

    
      	128.  	
              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.

            


    

     

    
      	129.  	
              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).

            


    

     

    
      	130.  	
              Lease
                Agreement between Automotive Rentals, Inc. and Alcoa Inc. (f/k/a
                Aluminum
                Company of America) dated March 23, 1992, as
                amended.

            


    

     

    
      	131.  	
              Master
                Lease Agreement between ICX Corporation and Alcoa Inc. (f/k/a Aluminum
                Company of America) dated January 1,
                2997.

            


    

     

    
      	132.  	
              Master
                Lease Agreement between CIT Communications Finance Corporation (f/k/a
                AT&T Credit Corp.) and Alcoa Inc. dated August 4,
                1997.

            


    

     

    
      	133.  	
              Master
                Lease Agreement between Cisco Systems Capital Corporation and Alcoa
                Inc.
                dated February 14, 2001.

            


    

     

    
      	134.  	
              Portman
                Equipment Company Lease Agreement dated July 3, 2000 between Richwood
                Building Products and Portman Equipment
                Company.

            


    

     

    
      	135.  	
              Master
                Lease Agreement dated July 31, 1998 between Aluminum Company of America
                and General Electric Capital Corporation d.b.a. Tennant Financial
                Services.

            


    

     

    
      	136.  	
              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.

            


    

     

    
      	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.  	
              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.

            


    

     

    
      	139.  	
              Pricing
                and Supply Agreement dated March 22, 2006 between Alcoa Home Exteriors,
                Inc. and NVR, Inc. t/a NVR Building Products
                Co.

            


    

     

    
      	140.  	
              Plastics
                Additive Supply Agreement dated April 28, 2005 between Alcoa Home
                Exteriors, Inc. and Rohm and Haas
                Company.

            


    

     

    
      	141.  	
              Oasis
                Distribution Agreement dated December 17, 2004 between Alcoa Home
                Exteriors, Inc. and Weyerhaeuser
                Company.

            


    

     

    
      	142.  	
              Sales
                and Distribution Agreement dated September 22, 2004 between Alcoa
                Home
                Exteriors, Inc. and Dayton Technologies,
                L.L.C.

            


    

     

    
      	143.  	
              Wholesaler
                Agreement dated May 10, 2006 between Alcoa Home Exteriors, Inc. and
                Tri
                State Forest Products.

            


    

     

    
      	144.  	
              Wholesaler
                Agreement dated May 10, 2006 between Alcoa Home Exteriors, Inc. and
                Reserve Warehouse
                Corporation.

            


    

     

    
      	145.  	
              Wholesaler
                Agreement dated May 10, 2006 between Alcoa Home Exteriors, Inc. and
                McClure-Johnston Company.

            


    

     

    
      	146.  	
              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.

            


    

     

    
      	147.  	
              Sales
                and Distribution Agreement dated April 8, 2003 between Alcoa Home
                Exteriors, Inc. and Alu-Rex
                Inc.

            


    

     

    
      	148.  	
              PVC
                Siding Resin Supply Agreement dated October 1, 2002 between Alcoa
                Inc. and
                Shintech Incorporated, as
                amended.

            


    

     

    
      	149.  	
              Strategic
                Alliance Agreement dated December 18, 2003 between Alcoa Home Exteriors,
                Inc. and the Dow Chemical
                Company.

            


    

     

    
      	150.  	
              Georgia
                Gulf Chemicals & Vinyls, LLC dated January 1, 2005 between Alcoa Home
                Exteriors, Inc. and Georgia Gulf Chemicals & Vinyls,
                LLC.

            


    

     

    
      	151.  	
              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.

            


    

     

    
      	152.  	
              Purchase
                Agreement dated April 13, 2004 between Alcoa Home Exteriors, Inc.
                and
                Commonwealth Aluminum Metals,
                LLC.

            


    

     

    
      	153.  	
              Supply
                Agreement dated June 1, 1997 between Alcoa Building Products, Inc.
                and
                Omya, Inc.

            


    

     

    
      	154.  	
              Wholesales
                Agreement dated April 28, 2005 between Alcoa Home Exteriors, Inc.
                and
                Allied Midwest Merchandiser
                Inc.

            


    

     

    
      	155.  	
              Alcoa
                Home Exteriors Distributor Agreement dated February 7, 2005 between
                Alcoa
                Home Exteriors Inc. and Exterior Building
                Supply.

            


    

     

    
      	156.  	
              Wholesaler
                Agreement dated May 10, 2006 between Alcoa Home Exteriors, Inc. and
                Reserve Warehouse
                Corporation.

            


    

     

    
      	157.  	
              Wholesaler
                Agreement dated May 10, 2006 between Alcoa Home Exteriors, Inc. and
                Rocco
                Building Supplies, LLC

            


    

     

    
      	158.  	
              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.  	
              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
      agree ment
      has
      yet been reached on a proposed remediation plan. Ply Gem is indem ified
      by
      Nortek with respect to this liability.

     

    
      	3.  	
              CWD
                Windows and Doors (“CWD”), Calgary, Alberta.

            


    

     

    The
      CWD
      facility in Calgary utilized a pentachlorophenol (“PCP”)
      dip
      tank to  treat
      wood in the past. The dip tank was intended to be contained in a concrete
 vault.
      Samples taken in the vicinity of the vault have revealed PCP and other
 contaminants
      in the soil and groundwater as set forth in the Supplemental Phase II
 Environmental
      Site Assessment, dated September 21, 2001, prepared by Jacques  Whitford
      Environment Limited. In 2004, CWD submitted a proposal to Alberta  Environment
      for further subsurface investigation. Alberta Environment has not  yet
      responded to this proposal.

     

    
      	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
      un derground
      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. (now merged into MW Manufacturers, Inc.). (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.

            


    

    
      	 	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16. Schedule
      3.19 - Insurance

     

    Please
      see attached.


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              Coverage

            	
              Carrier

            	
              Policy
                No

            	
              Effective
                Dates

            	 	
              Limits
                of Insurance

            
	 	 	 	 	 	 	 
	
              Automobile
                Liability

            	
              Zurich-American
                Ins. Co.

            	
              BAP9378822-03

            	
              10/31/06
                to 2/12/08

            	
              $

            	
              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)

            
	
              $547,354

            	 	 	 	 	
              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

            	
              2/12/07
                to 2/12/08

            	
              $

            	
              5,000,000

            	
              Employee
                Theft

            
	 	 	 	 	
              $

            	
              5,000,000

            	
              Premises

            
	
              $35,175

            	 	 	 	
              $

            	
              5,000,000

            	
              In
                Transit

            
	 	 	 	 	
              $

            	
              5,000,000

            	
              Forgery

            
	 	 	 	 	
              $

            	
              5,000,000

            	
              Computer
                Fraud

            
	 	 	 	 	
              $

            	
              5,000,000

            	
              Funds
                Transfer Fraud

            
	 	 	 	 	
              $

            	
              5,000,000

            	
              Money
                Orders

            
	 	 	 	 	 	 	 
	 	 	 	 	
              $

            	
              100,000

            	
              DEDUCTIBLE

            
	
               

            	
               

            	
               

            	
               

            	 	
               

            	
               

            
	 	 	 	 	 	 	 
	
              Directors
                & Officers / Employment Practices Liability

            	
              American
                International Specialty Lines Ins. Co.

            	
              9666613

            	
              2/28/07
                to 2/12/08

            	
              $

               

              $

            	
              20,000,000

               

              10,000,000

            	
              Limit
                of Liability 

               

              Sublimit
                Employment Practices liability

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Retention

            
	
              $194,986

            	 	 	 	
              $

            	
              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

            	
              American
                International Specialty Lines Ins. Co.

            	
              9666613

            	
              2/28/07
                to 2/28/08

            	
              $

            	
              1,000,000

            	
              Maximum
                Aggregate Limit of Liability

            
	 	 	 	 	 	 	 
	
              $6,692

            	 	 	 	
              $

            	
              -

            	
              DEDUCTIBLE

            
	 	 	 	 	 	 	 
	 	 	 	 	 	
              2/12/04

            	
              Prior
                & Pending Litigation Dates

            
	
               

            	
               

            	
               

            	
               

            	 	
               

            	
               

            
	 	 	 	 	 	 	 
	
              General
                Liability

              US
                and Puerto Rico

            	
              Lexington
                Insurance Company

            	
              6762238

            	
              2/12/07
                to 2/12/08

            	
              $

            	
              1,000,000

            	
              Each
                Occurrence

            
	 	 	 	 	
              $

            	
              2,000,000

            	
              General
                Aggregate (other than Products/Completed Operations)

            
	
              $600,000

            	 	 	 	
              $

            	
              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.

            	
              PHFD
                36827348

            	
              2/12/07
                to 2/12/08

            	
              $

            	
              1,000,000

            	
              General
                Liability Occurrence, Bodily Injury and Property Damage

            
	 	 	 	 	
              $

            	
              1,000,000

            	
              Products/Completed
                Ops Aggregate

            
	
              $5,000

            	 	 	 	
              $

            	
              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

            	
              FL361

            	
              2/12/07
                to 2/12/08

            	
              $

            	
              1,000,000,000

            	
              Policy
                Limit

            
	 	 	 	 	
              $

            	
              10,000,000

            	
              Accounts
                Receivable

            
	
              $993,305

            	 	 	 	 	
              90
                Days

            	
              Business
                Interruption $20,000,000, BUT not to exceed $10,000,000 per location
                -
                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

            
	 	 	 	 	
              $

            	
              Policy
                Limit

            	
              Data,
                Programs or Software and Computer Systems - Non Physical Damage -
                Combined
                

            
	 	 	 	 	 	
              Policy
                Limit

            	
              Debris
                Removal

            
	 	 	 	 	 	
              Policy
                Limit

            	
              Decontamination
                Costs

            
	 	 	 	 	
              $

            	
              10,000,000

            	
              Deferred
                Payments

            
	 	 	 	 	
              $

            	
              100,000.000

            	
              Earth
                Movement, 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*
                

            
	 	 	 	 	 	 	 
	 	 	 	 	 	
              30
                Days

            	
              But
                not to Exceed $1,000,000 per occurrence and location 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

            
	 	 	 	 	
              $

            	
              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

            	
              Time
                Element limits

            
	 	 	 	 	
              $

            	
              25,000,000

            	
              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

            
	 	 	 	 	 	
              Policy
                Limit

            	
              Temporary
                Removal of Property

            
	 	 	 	 	
              $

            	
              10,000,000

            	
              Transportation

            
	 	 	 	 	
              $

            	
              10,000,000

            	
              Valuable
                Papers and Records

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              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

            	
              4/5/07
                to 4/5/08

            	
              $

            	
              250,000

            	
              Limit

            
	
              $2,525

            	 	 	 	
              $

            	
              1,000

            	
              Deductible

            
	 	 	 	 	 	 	 
	
               

            	
               

            	
               

            	
               

            	 	
               

            	
               

            
	
              Underground
                Tank Liability

            	
              ACE
                USA Ins Co.

            	
              G21838858
                002

            	
              2/13/07
                to 2/13/08

            	
              $

            	
              1,000,000

            	
              Limit

            
	 	 	 	 	
              $

            	
              5,000

            	
              Deductible
                - Covers MW Mfg location in Virginia

            
	
              $2,385

            	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              Umbrella
                Liability

            	
              American
                Guarantee

            	
              AUC-9378827-03

            	
              2/12/07
                to 2/12/08

            	
              $

            	
              25,000,000

            	
              Per
                Occurrence

            
	
              $720,131

            	
              &
                Liability Insurance Co.

            	 	 	
              $

            	
              25,000,000

            	
              General
                Aggregate - Per Location

            
	 	 	 	 	
              $

            	
              25,000,000

            	
              Products/Completed
                Operation Aggregate

            
	 	 	 	 	 	 	 
	
               

            	
               

            	
               

            	
               

            	 	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	 	
               

            	
               

            
	
              Excess
                Umbrella

            	
              Great
                American Assurance Co.

            	
              EXC9256904

            	
              2/11/07
                to 2/12/08

            	 	
              0

            	
              Limit
                of Excess Insurance

            
	
              $120,000

            	 	 	 	
              $

            	
              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.

            	
              WC9378818-03

            	
              10/31/06
                to 2/12/08

            	 	 	
              Coverage
                A:

            
	
              $1,105,337

            	 	
              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

            
	 	 	 	 	
              $

            	
              250,000

            	
              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.

            	
               

              PHFD
                36827348

            	
               

              2/12/07
                to 2/12/08

            	 	 	
               

              General
                Liability

            
	
               

              $38,983

            	 	 	 	
               

              $

            	
               

              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

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
               

              Money
                and Securities

            
	 	 	 	 	
               

              $

            	
               

              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)

            
	 	 	 	 	
               

              $

            	
               

              1,000,000

            	
               

              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

            	
               

              2/12/07
                to 2/12/08

            	
               

              $

            	
               

              1,000,000

            	
               

              Limit

            
	
               

              $3,000

            	 	 	 	
               

              $

            	
               

              zero

            	
               

              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. Mississippi   Brunini,
      Grantham, Grower & Hewes, PLLC

    1400
      Trustmark Building

    248
      East
      Capitol Street

    Jackson,
      Mississippi 39201

    Attn:
      Robert D. Drinkwater

    601-948-3101

     

    4. North
      Carolina 
Helms
      Mulliss Wicker

    201
      North
      Tryon Street

    PO
      Box
      31247 (28231)

    Charlotte,
      NC 28202

    Attn:
      Manley W. Roberts

    704-343-2000

     

    5. 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

     

    6. Virginia      McGuireWoods
      LLP

    One
      James
      Center

    901
      East
      Cary Street

    Richmond,
      Virginia 23219-4030

    Attn:
      Charles R. Swartz

    804-775-1000

     

    7. Canada   Bennett
      Jones LLP

    4500
      Bankers Hall East

    855
      2nd
      Street SW

    Calgary
      Alberta

    Canada
      T2P 4K7

    403-298-3100

    Attn:
      Ronald M. Barron


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      4.01(n)(vi) - Landlord Access Agreements

     

    The
      following is a list of all properties for which landlord access agreements
      have
      been requested: 

     

    CWD
      Windows and Doors

    18703
      111th
      Avenue NW, Edmonton, Alberta, Canada
      - Lease
      Agreement between J.K. McKenzie Holdings, Ltd, and CWD Windows and Doors, a
      Division of NuTone Canada Inc. dated June 14, 2006.

    


    4622
      61st
      Street, Red Deer, Alberta, Canada
      - Lease
      Agreement among Ramco Development Corporation Ltd. and Tisdale Holdings Ltd.
      (“Lessors”), and CWD Windows and Doors, Inc., dated May 11, 2006.

    


    1889
      6th
      Avenue SW, Medicine Hat, Alberta, Canada
      - Lease
      Agreement between Century Homes Ltd., and CWD Windows and Doors (Division of
      Broan-NuTone Canada Inc.) dated December 6, 2001. Lease Amendment dated December
      30, 2003.

    


    197
      Leonard Street North, Regina, Saskatoon, Saskatchewan
      - Lease
      Agreement between Chestemere Industrial Park Ltd., and CWD Windows and Doors,
      Inc., dated May 26, 2005. 

    


    Bay
      106, 7002 98th Street, Clairmont, Alberta, Canada
      - Lease
      Agreement between CRD Properties Corporation and CWD Windows and Doors, Inc.,
      dated June 5, 2006.

    


    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.  	
              Equipment
                Lease Agreement, dated as of April 2001, between the Bank of Nova
                Scotia
                and CWD Windows and Doors, Inc. (the agreement was initially entered
                into
                by Broane-Nutone Canada, Inc. was assumed by CWD Windows and Doors,
                Inc.
                on February 2004) for the lease of 4-point vinyl welding
                machine.

            


    

     

    
      	3.  	
              Equipment
                Lease Agreement, dated as of June 28 2001, between the Bank of Nova
                Scotia
                and CWD Windows and Doors, Inc. (the agreement was initially entered
                into
                by Broane-Nutone Canada, Inc. was assumed by CWD Windows and Doors,
                Inc.
                on February 2004) for the lease of insulated glass assembly
                line.

            


    

     

    
      	4.  	
              Equipment
                Lease Agreement, dated as of March 5, 2003, between the Bank of Nova
                Scotia and CWD Windows and Doors, Inc. (the agreement was initially
                entered into by Broane-Nutone Canada, Inc. was assumed by CWD Windows
                and
                Doors, Inc. on February 2004) for the lease of 4-point vinyl welding
                machine.

            


    

     

    
      	5.  	
              Various
                lease agreements between Shaw GMC Pontiac Buick Hummer Ltd. and CWD
                Windows and Doors, Inc. with respect to 9
                vehicles.

            


    

     

    
      	6.  	
              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) commitment no. WCO0000870, dated January 21, 2004, referring
                to the
                premises located in Saskatoon, Saskatchewan, Canada; (viii) commitment
                no.
                WCO0000870, dated January 21, 2004, referring to the premises located
                on
                48th Street S.E., Calgary, Alberta, Canada; (ix) policy no. WCO0000324,
                dated January 21, 2004, referring to the premises located on 50th
                Street
                S.E., Calgary, Alberta, Canada; 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; (vi) Project No. 20040011/Site
                5,
                dated February 16, 2004, prepared by B&C, depicting the premises
                located in Fairbluff, North Carolina; (vii) Project No. 20040011/Site
                10,
                dated January 20, 2004, prepared by B&C, depicting the premises
                located in Saskatoon, Saskatchewan, Canada; (viii) Project No. 04R010274,
                dated January 26, 2004, prepared by Global Surveys Corp., depicting
                the
                premises located on 48th Street S.E., Calgary, Alberta, Canada; and
                (ix)
                Project No. 04R010274, dated January 26, 2004, prepared by Global
                Surveys
                Corp., depicting the premises located on 50th Street S.E., Calgary,
                Alberta, Canada.

            


    

    


    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.  	
              The
                following liens registered under CWD Windows and Doors, Inc. personal
                property:

            


    

    


    
      	
              (a)  Registration
                Number:

            	
              04073018386

            
	 	
              Registration
                Date:

            	
              July 30,
                2004

            
	 	
              Expiry
                Date:

            	
              July 30,
                2009

            
	 	
              Registration
                Type

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Shaw
                GMC Pontiac Buick Hummer Ltd.

            
	 	
              Collateral
                Claimed:

            	
              A
                2004 Infiniti G35 Sedan motor vehicle bearing Serial Number
                JNKCV51564M705963 registered by Serial Number.

            
	 	 	 


    

    *
      Please note that this registration was made on April 18, 2001 against
      Broan-Nutone Canada Inc. and CWD Windows & Doors and was amended on
      February 18, 2004 to delete CWD Windows & Doors and to add CWD Windows
      and Doors Inc. as a debtor thereto.

     

    
      	
              (b)  Registration
                Number:

            	
              01062004039

            
	 	
              Registration
                Date:

            	
              June 20,
                2001

            
	 	
              Expiry
                Date:

            	
              June 20,
                2007

            
	 	
              Registration
                Type

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Bank
                of Nova Scotia 

            
	 	
              Collateral
                Claimed:

            	
              A
                vertical left to right insulated glass assembly line including all
                associated parts and accessories and all present and after-acquired
                attachments, accessories, repair or replacement parts and other personal
                or moveable property placed on or added to the collateral and proceeds
                in
                all present and after-acquired personal property.

            
	 	 	 


    

    *
      Please
      note that this registration was made on June 20, 2001 against Broan-Nutone
      Canada Inc. and CWD Windows & Doors and was amended on February 18,
      2004 to delete CWD Windows & Doors and to add CWD Windows and Doors Inc. as
      a debtor thereto. 

     

    
      	
              (c)  Registration
                Number:

            	
              03022822997

            
	 	
              Registration
                Date:

            	
              February 28,
                2003

            
	 	
              Expiry
                Date:

            	
              February 28,
                2009

            
	 	
              Registration
                Type

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Bank
                of Nova Scotia

            
	 	
              Collateral
                Claimed:

            	
              A
                four point welding machine and all present and after-acquired attachments,
                accessories, repair or replacement parts and other personal or moveable
                property placed on or added to the collateral and proceeds in all
                present
                and after-acquired personal property.

            
	 	 	 


    

    *
      Please note that this registration was made on February 28, 2003 against
      Broan-Nutone Canada Inc. and was amended on February 18, 2004 to delete
      Broan-Nutone Canada Inc. as a debtor thereto and to add CWD Windows and Doors
      Inc. as a debtor thereto. 

     

    
      	
              (d)  Registration
                Number:

            	
              04022321089

            
	 	
              Registration
                Date:

            	
              February 23,
                2004

            
	 	
              Expiry
                Date:

            	
              February 23,
                2008

            
	 	
              Registration
                Type

            	
              Security
                Agreement 

            
	 	
              Secured
                Party:

            	
              Shaw
                GMC Pontiac Buick Hummer Ltd.

            
	 	
              Collateral
                Claimed:

            	
              A
                2004 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25R94B589950
                registered by Serial Number.

            
	 	 	 
	
              (e)  Registration
                Number:

            	
              04032229371

            
	 	
              Registration
                Date:

            	
              March
                22, 2004

            
	 	
              Expiry
                Date:

            	
              March
                22, 2010

            
	 	
              Registration
                Type:

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Shaw
                GMC Pontiac Buick Hummer Ltd.

            
	 	
              Collateral
                Claimed:

            	
              A
                2004 International 4300 motor vehicle bearing Serial Number
                1HTMMAAP85H680118 and a 2005 International 4300 motor vehicle bearing
                Serial Number 1HTMMAAP85H680118, both of which are registered by
                Serial
                Number.

            
	 	 	 
	
              (f)  Registration
                Number:

            	
              04051226100

            
	 	
              Registration
                Date:

            	
              May 12,
                2004

            
	 	
              Expiry
                Date:

            	
              May 12,
                2007

            
	 	
              Registration
                Type:

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Shaw
                GMC Pontiac Buick Hummer Ltd.

            
	 	
              Collateral
                Claimed:

            	
              A
                2005 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25965B122857
                registered by Serial Number.

            
	 	 	 
	
              (g)  Registration
                Number:

            	
              04052527639

            
	 	
              Registration
                Date:

            	
              May
                25, 2004

            
	 	
              Expiry
                Date:

            	
              May
                25, 2009

            
	 	
              Registration
                Type:

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Shaw
                GMC Pontiac Buick Hummer Ltd.

            
	 	
              Collateral
                Claimed:

            	
              A
                2004 Chevrolet Express Cargo motor vehicle bearing Serial Number
                1GCGG25V541181185 registered by serial number.

            
	 	 	 
	
              (h)  Registration
                Number:

            	
              04052532100

            
	 	
              Registration
                Date:

            	
              May 25,
                2004

            
	 	
              Expiry
                Date:

            	
              May
                25, 2008

            
	 	
              Registration
                Type:

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Shaw
                GMC Pontiac Buick Hummer Ltd.

            
	 	
              Collateral
                Claimed:

            	
              A
                2005 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25R65B122969
                registered by Serial Number.

            
	 	 	 
	
              (i)  Registration
                Number:

            	
              04052610955

            
	 	
              Registration
                Date:

            	
              May 26,
                2004

            
	 	
              Expiry
                Date:

            	
              May 26,
                2007

            
	 	
              Registration
                Type:

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Shaw
                GMC Pontiac Buick Hummer Ltd.

            
	 	
              Collateral
                Claimed:

            	
              A
                2005 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25R75B115013
                registered by Serial Number.

            
	 	 	 
	
              (j)  Registration
                Number:

            	
              04052611037

            
	 	
              Registration
                Date:

            	
              May
                26, 2004

            
	 	
              Expiry
                Date:

            	
              May
                26, 2008

            
	 	
              Registration
                Type:

            	
              Security
                Agreement

            
	 	
              Secured
                Party:

            	
              Shaw
                GMC Pontiac Buick Hummer Ltd.

            
	 	
              Collateral
                Claimed:

            	
              A
                2005 Dodge Caravan motor vehicle bearing Serial Number 1D4GP25R75B122916
                registered by Serial Number.

            


    

    


    
      	5.  	
              See
                attached table. 

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	 	
              Type
                of

            	
              Secured

            	 	
              Original

            	
              Original

            	
              Amdt.

            	
              Amdt.

            
	
              Debtor

            	
              Jurisdiction

            	
              filing found

            	
              Party   

            	
              Collateral

            	
              File
                Date

            	
              File
                Number

            	
              File
                Date

            	
              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

            	
              6137049

            	
              6/9/2005

            	
              5060971465

            
	
              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

            	
              3/23/2006

            	
              OH000100021601

            	 	 
	
              Alenco
                Holding Corporation

            	
              Delaware
                SOS

            	
              UCC-1

            	
              IBM
                Credit LLC

            	
              Equipment

            	
              1/8/2004

            	
              40282220

            	 	 
	
              Alenco
                Holding Corporation

            	
              Delaware
                SOS

            	
              UCC-1

            	
              National
                City Commercial Capital Corporation

            	
              Equipment

            	
              8/25/2005

            	
              52644699

            	 	 
	
              Great
                Lakes Window, Inc.

            	
              Ohio
                SOS

            	
              UCC-1

            	
              Fifth
                Third Bank, Central Ohio

            	
              Equipment

            	
              6/22/2001

            	
              AP350925

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Great
                Lakes Window, Inc.

            	
              Ohio
                SOS

            	
              UCC-1

            	
              Fifth
                Third Bank, Central Ohio

            	
              Equipment

            	
              6/22/2001

            	
              AP350926

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Great
                Lakes Window, Inc.

            	
              Ohio
                SOS

            	
              UCC-1

            	
              LeaseNet
                Group, Inc.

            	
              Equipment

            	
              5/7/2004

            	
              OH00076984711

            	 	 
	
              Great
                Lakes Window, Inc.

            	
              Ohio
                SOS

            	
              UCC-1

            	
              US
                Bancorp

            	
              Equipment

            	
              11/3/2004

            	
              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

            	
              Equipment

            	
              3/8/2001

            	
              9901122656

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              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

            	
              5/6/2002

            	
              9902213730-5

            	 	 
	
              Kroy
                Building Products, Inc.

            	
              Nebraska
                Business Services Division

            	
              UCC-1

            	
              American
                Enterprise Leasing, Inc.

            	
              Equipment

            	
              1/6/2004

            	
              9904311135-6

            	 	 
	
              Kroy
                Building Products, Inc.

            	
              Nebraska
                Business Services Division

            	
              UCC
                Assignment

            	
              Leaf
                Funding, Inc.

            	
              Equipment

            	
              1/6/2004

            	
              9904311135-6

            	
              2/19/2004

            	
              9904318822-0

            
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Kroy
                Building Products, Inc.

            	
              Nebraska,
                York County

            	
              UCC-1

            	
              General
                Electric Capital Corporation, Commercial Asset Funding

            	
              Equipment

            	
              3/8/2001

            	
              Book
                340, P. 367

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              MW
                Manufacturers Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              IOS
                Capital, LLC

            	
              Equipment

            	
              5/21/2003

            	
              31292484

            	 	 
	
              MW
                Manufacturers Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              IOS
                Capital, LLC

            	
              Equipment

            	
              7/7/2003

            	
              31711822

            	 	 
	
              MW
                Manufacturers Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              CCA
                Financial, LLC

            	
              Equipment

            	
              7/8/2003

            	
              31718991

            	 	 
	
              MW
                Manufacturers Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              IOS
                Capital

            	
              Equipment

            	
              10/8/2003

            	
              32732082

            	 	 
	
              MW
                Manufacturers Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              Atlas
                Copco Compressors Inc.

            	
              Equipment

            	
              4/27/2004

            	
              41169293

            	 	 
	
              MW
                Manufacturers Inc.

            	
              Virginia
                SCC

            	
              UCC-1

            	
              CIT
                Communications Finance Corporation

            	
              Equipment

            	
              9/17/2003

            	
              3091772238

            	 	 
	
              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

            	
              UCC-1

            	
              The
                Royal Bank of Scotland plc. as Collateral Agent

            	
              Fixtures

            	
              2/19/2004

            	
              400000011

            	 	 
	 	
              (Real
                estate records)

            	 	 	 	
               

            	
               

            	 	 
	
              Napco
                Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              Toyota
                Motor Credit Corporation

            	
              Equipment

            	
              4/18/2002

            	
              21140833

            	 	 
	
              Napco,
                Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              5/29/2002

            	
              21596786

            	 	 
	
              Napco
                Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              Toyota
                Motor Credit Corporation

            	
              Equipment

            	
              8/6/2002

            	
              22052771

            	 	 
	
              Napco,
                Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              2/12/2003

            	
              30623044

            	 	 
	
              Napco
                Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              National
                City Leasing Corporation

            	
              Equipment

            	
              5/14/2003

            	
              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

            	
              1/13/2004

            	
              40090151

            	 	 
	
              Napco,
                Inc.

            	
              Delaware
                SOS

            	
              UCC-1

            	
              US
                Bancorp

            	
              Equipment

            	
              11/2/2004

            	
              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.

            	
              Equipment

            	
              10/10/1996

            	
              25940845

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Napco,
                Inc.

            	
              Pennsylvania
                SOS

            	
              UCC
                Continuation

            	
              The
                CIT Group/ Equipment Financing, Inc.

            	
              Equipment

            	
              10/10/1996

            	
              25940845

            	
              6/26/2001

            	
              34100224

            
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Napco,
                Inc.

            	
              Pennsylvania
                SOS

            	
              UCC-1

            	
              CFC
                Investment Company

            	
              Equipment

            	
              4/8/2002

            	
              36100385

            	 	 
	
              Napco
                Inc.

            	
              Pennsylvania
                SOS

            	
              UCC-1

            	
              CFC
                Investment Company

            	
              Equipment

            	
              7/5/2002

            	
              36420652

            	 	 
	
              Napco

            	
              Pennsylvania
                SOS

            	
              UCC-1

            	
              International
                Material Control Systems, Inc.

            	
              Equipment

            	
              8/19/2002

            	
              36551024

            	 	 
	
              Napco
                Inc.

            	
              Pennsylvania
                SOS

            	
              UCC-1

            	
              Motion
                Industries Inc.

            	
              Consigned
                inventory

            	
              8/15/2003

            	
              20030777299

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611070

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611070

            	
              4/21/2005

            	
              05-00126449

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611181

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611181

            	
              4/21/2005

            	
              05-00126447

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611414

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611414

            	
              4/21/2005

            	
              05-00126445

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611525

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611525

            	
              4/21/2005

            	
              05-00126442

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611636

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611636

            	
              4/21/2005

            	
              05-00126441

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611858

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611858

            	
              4/21/2005

            	
              05-00126439

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611969

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007611969

            	
              4/21/2005

            	
              05-00126401

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007612091

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007612091

            	
              4/21/2005

            	
              05-00126402

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007612213

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007612213

            	
              4/21/2005

            	
              05-00126404

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007612324

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007612324

            	
              4/21/2005

            	
              05-00126405

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621192

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621192

            	
              4/21/2005

            	
              05-00126407

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621203

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621203

            	
              4/21/2005

            	
              05-00126410

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621314

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621314

            	
              4/21/2005

            	
              05-00126412

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621425

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621425

            	
              4/21/2005

            	
              05-00126413

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621536

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621536

            	
              4/21/2005

            	
              05-00126415

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621869

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621869

            	
              4/21/2005

            	
              05-00126416

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC-1

            	
              Mobilease,
                Inc.

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621970

            	 	 
	
              New
                Alenco Window, Ltd.

            	
              Texas
                SOS

            	
              UCC
                Amendment

            	
              Mobilease,
                Inc. and Hibernia National Bank

            	
              Equipment

            	
              3/10/2005

            	
              05-0007621970

            	
              4/21/2005

            	
              05-00126417

            
	 	 	
              Adds
                secured party 

            	 	 	
               

            	
               

            	 	 
	
              Patriot
                Manufacturing, Inc.

            	
              New
                Jersey Dept. of Treasury Commercial Recording

            	
              UCC-1

            	
              Leasevest
                Capital Corp.

            	
              Equipment

            	
              8/5/1999

            	
              1922271

            	 	 
	
              Patriot
                Manufacturing, Inc.

            	
              New
                Jersey Dept. of Treasury Commercial Recording

            	
              UCC
                Continuation

            	
              Leasevest
                Capital Corp.

            	
              Equipment

            	
              8/5/1999

            	
              1922271

            	
              8/4/2004

            	
              1922271

            
	
              Patriot
                Manufacturing, Inc.

            	
              New
                Jersey Dept. of Treasury Commercial Recording

            	
              UCC-1

            	
              Associates
                Commercial Corporation

            	
              Equipment

            	
              3/16/2001

            	
              2030719

            	 	 
	
              Patriot
                Manufacturing, Inc.

            	
              New
                Jersey Dept. of Treasury Commercial Recording

            	
              UCC-1

            	
              IBM
                Credit LLC

            	
              Equipment

            	
              10/8/2003

            	
              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)

            	
              9/5/2001

            	
              11108104

            	 	 
	
              Ply
                Gem Industries, Inc.

            	
              Delaware
                SOS

            	
              UCC
                Assignment

            	
              Chase
                Manhattan Trust Company, N.A. 

            	
              Mortgaged
                property (original filing in Wood County, Ohio)

            	
              9/5/2001

            	
              11108104

            	
              2/8/2002

            	
              20565154

            
	 	 	 	
              [Assignee]

            	 	
               

            	
               

            	 	 
	
              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

            	
              8/30/2004

            	
              42435743

            	 	 
	
              Variform,
                Inc. (Defendant)

            	
              Maryland
                U.S. Northern District Court

            	
              Suit
                re: diversity, breach of contract

            	
              D.M.
                Bowman, Inc. (Plaintiff)

            	
              $359,000
                

            	
              4/1/2005

            	
              1:05-cv-00892-BEL

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Wells
                Fargo Financial

            	
              Equipment

            	
              1/2/2001

            	
              20018070700A

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Wells
                Fargo Financial

            	
              Equipment

            	
              1/2/2001

            	
              20018070702C

            	 	 
	
              Variform

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Conseco
                Finance Vendor Services

            	
              Equipment

            	
              2/9/2001

            	
              4133063

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corp. 

            	
              Equipment

            	
              6/4/2001

            	
              4172405

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              7/19/2001

            	
              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

            	
              3/8/2002

            	
              20020035745G

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Winthrop
                Resources Corporation

            	
              Equipment

            	
              5/2/2002

            	
              20020061726H

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              6/21/2002

            	
              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

            	
              2/3/2003

            	
              20030011455B

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              3/17/2003

            	
              20030026774B

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              General
                Electric Capital Corporation

            	
              Equipment

            	
              3/19/2003

            	
              20030027871A

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Winthrop
                Resources Corporation

            	
              Equipment

            	
              3/31/2003

            	
              20030033179K

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              4/11/2003

            	
              20030037810F

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              5/30/2003

            	
              20030037438C

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              GATX
                Technology Services Corporation

            	
              Equipment

            	
              8/4/2003

            	
              20030080735K

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC
                Amendment

            	
              GATX
                Technology Services Corporation

            	
              Equipment

            	
              8/4/2003

            	
              20030080735K

            	
              10/6/2003

            	
              20030104278J

            
	 	 	
              Restates
                collateral

            	 	 	
               

            	
               

            	 	 
	
              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

            	
              1/5/2004

            	
              20040000440F

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              GATX
                Technology Services Corporation

            	
              Equipment

            	
              1/30/2004

            	
              20040010757H

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              3/19/2004

            	
              20040029243H

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              General
                Electric Capital Corporation

            	
              Equipment

            	
              3/26/2004

            	
              20040032061K

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              6/8/2004

            	
              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

            	
              1/6/2005

            	
              20050004786C

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              2/17/2005

            	
              20050016313B

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              2/17/2005

            	
              20050016314C

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              4/21/2005

            	
              20050043026C

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation

            	
              Equipment

            	
              6/23/2005

            	
              20050066037M

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Toyota
                Motor Credit Corporation

            	
              Equipment

            	
              8/8/2005

            	
              20050081465B

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              Winthrop
                Resources Corporation

            	
              Equipment

            	
              12/1/2005

            	
              20050120610J

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              ADCO
                Technology Solutions, LLC

            	
              Equipment

            	
              1/24/2006

            	
              20060011029B

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              ADCO
                Technology Solutions, LLC

            	
              Equipment

            	
              1/24/2006

            	
              20060011030E

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              ADCO
                Technology Solutions, LLC

            	
              Equipment

            	
              1/24/2006

            	
              20060011032G

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              ADCO
                Technology Solutions, LLC

            	
              Equipment

            	
              1/24/2006

            	
              20060011033H

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              ADCO
                Technology Solutions, LLC

            	
              Equipment

            	
              1/24/2006

            	
              20060011034J

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              ADCO
                Technology Solutions, LLC

            	
              Equipment

            	
              1/24/2006

            	
              20060011035K

            	 	 
	
              Variform,
                Inc.

            	
              Missouri
                SOS

            	
              UCC-1

            	
              ADCO
                Technology Solutions, LLC

            	
              Equipment

            	
              1/24/2006

            	
              20060011036M

            	 	 
	
              Variform,
                Inc.

            	
              Tennessee
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation 

            	
              Equipment

            	
              4/10/2001

            	
              101-023651

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Variform,
                Inc.

            	
              Tennessee
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation 

            	
              Equipment

            	
              8/13/2001

            	
              201-076118

            	 	 
	
              Variform,
                Inc.

            	
              Tennessee
                SOS

            	
              UCC-1

            	
              Green
                Tree Vendor Services Grp

            	
              Equipment

            	
              1/21/2000

            	
              300-004512

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Variform,
                Inc.

            	
              Tennessee
                SOS

            	
              UCC
                Assignment

            	
              Wells
                Fargo Financial Leasing, Inc.

            	
              Equipment

            	
              1/21/2000

            	
              300-004512

            	
              2/12/2001

            	
              201-051392

            
	 	 	 	
              [assignee]

            	 	
               

            	
               

            	 	 
	
              Variform,
                Inc.

            	
              Tennessee
                SOS

            	
              UCC-1

            	
              Pitney
                Bowes Credit Corporation

            	
              Equipment

            	
              3/31/2000

            	
              300-018892

            	 	 
	
              Variform,
                Inc.

            	
              Tennessee
                SOS

            	
              UCC-1

            	
              Raymond
                Leasing Corporation 

            	
              Equipment

            	
              11/3/2000

            	
              300-059595

            	 	 
	 	 	 	
              [assignee]

            	 	
               

            	 	 	 
	
              Variform,
                Inc.

            	
              Tennessee,
                Marion County Register of Deeds

            	
              UCC-1

            	
              General
                Electric Capital Corporation

            	
              Equipment

            	
              3/19/2003

            	
              70927;
                Book 320, P. 549

            	 	 
	 	
              (Real
                estate records)

            	 	 	 	
               

            	
               

            	 	 
	
              Variform,
                Inc.

            	
              West
                Virginia, Berkeley County

            	
              UCC-1

            	
              General
                Electric Capital Corporation

            	
              Equipment

            	
               

            	
              Book
                01215, P.539

            	 	 
	 	
              (Real
                estate records)

            	 	 	 	
               

            	
               

            	 	 


    


    


     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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-Operations  

                	
                   Name:


                	 
	
                	
                  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

                	
                  Account
                    Administrator

                	
                  Secondary
                    Contact

                
	
                  677
                    Washington Boulevard

                	
                  Attn:
                    Brian Costa

                	
                  Attn:
                    Juan Zuniga

                
	
                  Stamford,
                    Connecticut 06901

                	
                  Tel:
                    (203) 719-6403

                	
                  Tel:
                    (203) 719-5993

                
	
                  Main
                    Telephone: (203) 719-3000

                	
                  Fax:
                    (203) 719-4176

                	
                  Fax:
                    (203) 719-4176

                
	
                  Wire
                    Instructions:

                	
                  The
                    Agent’s wire instructions will be disclosed at the time of
                    closing. 

                	 


        

      

    

    

       

    

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    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 (including participations in any Letters of Credit and
      Swingline Loans included in such facilities) 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.

      

    

     

     

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    5. Credit
      Agreement: The
      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, fourth amended and restated as of October
      31, 2006 and further amended and restated as of April 5, 2007 (as amended,
      amended and restated, supplemented or otherwise modified from time to time),
      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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank.

     

    6. Assigned
      Interest:

     

    
      	
              Facility
                Assigned

            	
              Aggregate
                Amount of Commitment/Loans for all Lenders

            	
              Amount
                of Commitment/

              Loans
                Assigned2 

            	
              Percentage
                Assigned of Commitment/

              Loans3 

            
	
              U.S.
                B-3 Term Loan

            	
              $

            	
              $

            	
              %

            
	
              Canadian
                Term Loan

            	
              $

            	
              $

            	
              %

            
	
              Revolving
                Loans

            	
              $

            	
              $

            	
              %

            


    

    


    
      

      
         

      

      
        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


      

    

    


    [Page
      break]


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    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 [and Issuing Bank]6 

     

    By: ______________________________

    Name: 

    Title: 

     

     

    By: ______________________________   

    Name:

    Title:

     

    


    
 

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    [UBS
      LOAN
      FINANCE,

     

    as
      Swingline Lender

     

    
      By: ______________________________

      Name: 

      Title: 

    

     

    
      By: ______________________________

      Name: 

      Title:]7 

    

     

     

     

     

    

    
       

    

    
      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).

       

    

    
      6 Reference
        to Issuing Bank required for an assignment of Revolving
        Commitments.

       

    

    
      7 Reference
        to Swingline Lender required for an assignment of Revolving
        Commitments.

       

    


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    ANNEX
      1
      to Assignment and Assumption

    


    PLY
      GEM
      INDUSTRIES, INC. AND CWD WINDOWS AND DOORS, 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.

    


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

    

 

    EXHIBIT
      C

     

    [Form
      of]

    U.S.
      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 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, fourth amended and restated
      as of October 31, 2006 and further amended and restated as of April 5, 2007
      (as
      amended, amended and restated, supplemented or otherwise modified from time
      to
      time, the “Credit
      Agreement”),
      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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank. U.S. 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:

     

    
      
        C-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (A) Class
                of Borrowing

            	
              [U.S.
                B-3 Term Loan Borrowing]

              [Swingline
                Loan]

            
	
              (B) Principal
                amount of

              Borrowing1 

            	 
	
              (C) Date
                of Borrowing

              (which
                is a Business Day)

            	 
	
              (D) Type
                of Borrowing

            	
              [ABR]
                [Eurodollar]2 

            
	
              (E) Interest
                Period and the last day thereof3 

            	 
	
              (F) Funds
                are requested to be disbursed to U.S. Borrower’s account with


              UBS
                AG, Stamford Branch (Account No.).

            


    

    


    U.S.
      Borrower hereby represents and warrants that the conditions to lending specified
      in Sections 4.02(b), (c) and (e) of the Credit Agreement are satisfied as
      of the date hereof.

     

    [Signature
      Page Follows]

     

    

      

      
         

         

        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
          ABR for Swingline Loans.

         

      

      
        3 Shall
          be
          subject to the definition of “Interest
          Period”
in
          the
          Credit Agreement.

         

      

    



    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    PLY
      GEM
      INDUSTRIES, INC.

     

    
      By: ______________________________   

      Name:

      Title:

    

     

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    [Form
      of]

     

    COMPLIANCE
      CERTIFICATE

     

    I,
      [ ],
      the [Financial Officer] of U.S. BORROWER (in such capacity and not in my
      individual capacity), hereby certify that, with respect to that certain 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, fourth amended and restated as of October
      31,
      2006 and further amended and restated as of April 5, 2007 (as amended, amended
      and restated, supplemented or otherwise modified 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 (“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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank:

     

    a. [Attached
      hereto as Schedule
      1
      are
      detailed calculations1
      demonstrating compliance by U.S. Borrower with Section[s] 6.07(e) [and 6.10]
      of
      the Credit Agreement. U.S. Borrower is in compliance with such Sections as
      of
      the date hereof.] [Attached hereto as Schedule
      2
      are
      detailed calculations setting forth the U.S. 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 the covenants set forth in Section 6.10 of
      the
      Credit Agreement at all times during and since
      [                         ].4 ]

     

    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.5 

     

     

     

     

     

    
      

      
         

         

        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
          the
          aggregate amount of any outstanding Revolving Loans and Reimbursement
          Obligations is in excess of $8.0 million as of the last day of such fiscal
          quarter/year. 

         

      

      
        5 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.

      

    

     

     

     

    
 

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    Dated
      this [ ] day of
      [                 ],
      20[  ].

    
      PLY
        GEM
        INDUSTRIES, INC.

       

      
        By: ______________________________   

        Name:

        Title:

      

    


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    Maximum
      First Lien Leverage Ratio

     

    
      	 	
              (A) First
                Lien Leverage Ratio: Consolidated First Lien Indebtedness to Consolidated
                EBITDA

               

            	 
	 	
              Consolidated
                First Lien Indebtedness for the four quarter period ended [ ], 20[
                ]

               

            	 
	 	
              Consolidated
                EBITDA

               

            	 
	 	
              Consolidated
                First Lien Indebtedness to Consolidated EBITDA

               

            	
              [
                ]:1.00

               

            
	 	
              Covenant
                Requirement6 

               

            	
              No
                more than [    ]:1.00

               

            


    

     

     

     

     

     

    

      

      
         

      

    

     

    
      6 This
        requirement shall remain in effect for so long as the aggregate amount of
        any
        outstanding Revolving Loans and Reimbursement Obligations is in excess of
        $8.0
        million as of the last day of any fiscal quarter.

    

     


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    [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)
                Capital Expenditures that U.S. 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;

               

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

               

            	 
	 	
              (e)
                taxes of U.S. 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 U.S. Borrower or any of its Subsidiaries
                on a consolidated basis during such Excess Cash Flow Period; 

               

            	 
	 	
              (k)
                permanent repayments and prepayments of Indebtedness (other than
                the
                Obligations) made by U.S. 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 U.S. 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(d),
                (h),
                (j)
                or
                (l)
                (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 U.S. 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

      

      
         

        
          
            
            

          

          
            D-4

            
              

            

          

          
            
            

          

        

      

    


    EXHIBIT
      E

    [Form
      of]

    INTEREST
      ELECTION REQUEST

    


    [INTENTIONALLY
      OMITTED]

    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    
       

      [Form
        of]

    

     

    JOINDER
      AGREEMENT

     

    Reference
      is made to the 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, fourth amended and
      restated as of October 31, 2006 and further amended and restated as of April
      5,
      2007 (as amended, amended and restated, supplemented or otherwise modified
      from
      time to time, the “Credit
      Agreement”),
      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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank.

     

    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 and the Issuing Bank to issue
      Letters of Credit to or for the benefit of the Borrowers;

     

    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 [in order to induce the U.S. Lenders to make additional
      Revolving Loans and the Issuing Bank to issue Letters of Credit and] as
      consideration for the Loans previously made [and Letters of Credit previously
      issued].

     

    NOW,
      THEREFORE, the Administrative Agent, Collateral Agent and the New Guarantor
      hereby agree as follows:

     

    1. Guarantee.
      In
      accordance with Section 5.10[(b)][(c)] of the Credit Agreement, the New
      Guarantor by its signature below becomes a [Canadian Subsidiary Guarantor]
      [U.S.
      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 [Canadian] 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 [Canadian Subsidiary Guarantor] [U.S. 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. 

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

    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]


    
      
        F-2

      

      
        
        

        
          

        

      

      
        
        

      

    


    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: 


    
      
        
        

      

      
        F-3

        
          

        

      

      
        
        

      

    


    [Note:
      Schedules to be attached.]

    


    


    
      
        
        

      

      
        F-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

     

    [Form
      of]

    U.S.
      LANDLORD ACCESS AGREEMENT

     

    [Provided
      under Separate Cover]

     

    



    
      
        
          G-1-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      G-2

     

    [Form
      of]

    CANADIAN
      LANDLORD ACCESS AGREEMENT

     

    [Provided
      under Separate Cover]

     

    



    
      
        
          G-2-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT H

     

    [Form
      of]

     

    RESTATED
      LC REQUEST [AMENDMENT]

     

    Dated (1)

     

    UBS AG,
      Stamford Branch, as Administrative Agent under the Fifth 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, fourth amended and restated as of October
      31, 2006 and further amended and restated as of April 5, 2007 (as amended,
      amended and restated, supplemented or otherwise modified from time to time,
      the
“Credit
      Agreement”),
      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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank,

     

    677
      Washington Boulevard

    Stamford,
      Connecticut 06901

    Attention:
      [         ]

     

    [Name
      and
      Address of Issuing Bank

    if
      different from Administrative Agent]

     

    Ladies
      and Gentlemen:

     

    We
      hereby
      request that [UBS AG, STAMFORD BRANCH][name of proposed Issuing Bank], as
      Issuing Bank under the Credit Agreement, [issue] [amend] [renew] [extend] [a]
      [an existing] [Standby] [Commercial][Auto-Renewal] Letter of Credit for the
      account of the undersigned(2)
      on
      (3)
      (the
“Date
      of [Issuance] [Amendment] [Renewal] [Extension]”)
      in the
      aggregate stated amount of (4).
      [Such
      Letter of Credit was originally issued on [date].] 

     

     

     

     

    

      

      
        1 Date
          of
          LC Request.

         

      

      
        2 Note
          that
          if the LC Request is for the account of a Subsidiary, U.S. Borrower shall
          be a
          co-applicant, and be jointly and severally liable, with respect to each
          Letter
          of Credit issued for the account or in favor of any Subsidiary.

        
          
             

            3 Date
              of Issuance [Amendment] [Renewal] [Extension] which shall be at
              least three Business Days after the date of this LC Request, if this
              LC Request
              is delivered to the Issuing Bank by 11:00 a.m., New York City time
              (or such
              shorter period as is acceptable to the Issuing
              Bank).

          

        

      

    

    
      
         

        
          4
            Aggregate
            initial stated amount of Letter of Credit.

        

      

    

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

    For
      purposes of this LC Request, unless otherwise defined herein, all capitalized
      terms used herein which are defined in the Credit Agreement shall have the
      respective meaning provided therein.

     

    The
      beneficiary of the requested Letter of Credit [will be] [is] (5),
      and
      such Letter of Credit [will be] [is] in support of (6)
      and
      [[will have] [has] a stated expiration date of (7)][will
      have automatic renewal provisions; provided
      that the
      Issuing Bank shall be permitted to prevent any such renewal at least once in
      each twelve-month period (commencing with the date of issuance of this Letter
      of
      Credit) by giving prior notice to the beneficiary thereof not later than [a
      day
      in each such twelve-month period to be agreed upon at the time this Letter
      of
      Credit is issued]. Unless otherwise directed by the Issuing Bank, U.S. Borrower
      shall not be required to make a specific request to the Issuing Bank for any
      such renewal.]. [Describe the nature of the amendment, renewal or extension.]
      

     

    We
      hereby
      certify that:

     

    (1) [Each
      of
      U.S. Borrower and each other Loan Party is in compliance in all material
      respects with all the terms and provisions set forth in each Loan Document
      on
      its part to be observed or performed, and, as of today and at the time of and
      immediately after giving effect to the [issuance] [amendment] [renewal]
      [extension] of the Letter of Credit requested herein, no Default has or will
      have occurred and be continuing.

     

    (2) Each
      of
      the representations and warranties made by any Loan Party set forth in any
      Loan
      Document are true and correct in all material respects (except that any
      representation and warranty that is qualified as to “materiality” or “Material
      Adverse Effect” is true and correct in all respects) on and as of today’s date
      and with the same effect as though made on and as of today’s date, except to the
      extent such representations and warranties expressly relate to an earlier
      date.

     

    (3) No
      order,
      judgment or decree of any Governmental Authority purports to restrain any Lender
      from taking any actions to be made hereunder or from making any Loans to be
      made
      by it. No injunction or other restraining order has been issued, is 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 LC Request, the
      Credit Agreement or the making of Loans thereunder.

     

    (4) After
      giving effect to the request herein, the LC Exposure will not exceed the LC
      Commitment and the total Revolving Exposures will not exceed the total Revolving
      Commitments.

     

    Copies
      of
      all relevant documentation with respect to the supported transaction are
      attached hereto.

     

    [                                                ]

     

    By: ____________________________

       

    Name: 

    Title: 

    


    

      

      
        5 Insert
          name and address of beneficiary.

         

      

      
        6 Insert
          description of the obligation to which it relates in the case of Standby
          Letters
          of Credit and a description of the commercial transaction which is being
          supported in the case of Commercial Letters of Credit.

         

      

      
        7 Insert
          last date upon which drafts may be presented which may not be later than
          (i) in
          the case of a Standby Letter of Credit, (x) the date which is one year
          after the date of the issuance of such Standby Letter of Credit (or, in
          the case
          of any renewal or extension thereof, one year after such renewal or extension)
          and (y) the Letter of Credit Expiration Date and (ii) in the case of a
          Commercial Letter of Credit, (x) the date that is 180 days after the date
          of issuance of such Commercial Letter of Credit (or, in the case of any
          renewal
          or extension thereof, 180 days after such renewal or extension) and (y) the
          Letter of Credit Expiration Date. 

         

      

    


    
      
        H-2

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

     

    [Form
      of]

     

    LENDER
      ADDENDUM

     

    Reference
      is made to the 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, fourth amended and restated
      as of October 31, 2006 and further amended and restated as of April 5, 2007
      (as
      amended, amended and restated, supplemented or otherwise modified from time
      to
      time, the “Credit
      Agreement”),
      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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank.

     

    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.

     


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    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:

     


    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


    Accepted
      and agreed:

     

    [PLY
      GEM
      INDUSTRIES, INC.]

     

    [CWD
      WINDOWS AND DOORS, INC.]

     

    By: ____________________________

     

    Name:

     

    Title:

     

    UBS
      AG,
      STAMFORD BRANCH, as

     

    Administrative
      Agent

     

    By: __________________________

     

    Name:

     

    Title:

     

    By: __________________________

     

    Name:

     

    Title:

     


    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    


    Schedule
      1

     

    COMMITMENTS
      AND NOTICE ADDRESS

     

    1. Name
      of Lender: _______________________

    Notice
      Address:   _______________________

                _______________________

                _______________________

    Attention:     _______________________

    Telephone:  _______________________

    Facsimile:  _______________________

     

    2. U.S.
      B-3 Term Loan Commitment: ________________________

    Canadian
      Term Loan Commitment: _______________________

    Revolving
      Commitment:
      _________________________________

     

    



    
      
        
          I-4

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      J-1

     

    [Form
      of]

    MORTGAGE

     

    [Provided
      under Separate Cover]

    


    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J-1

     

    [Form
      of]

    CANADIAN
      MORTGAGE

    


    [Provided
      under Separate Cover]

    


    
      
        
        

      

      
        J-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J-3

     

    [Form
      of]

    LEASEHOLD
      MORTGAGE

    


    [Provided
      under Separate Cover]

    


    
      
        
        

      

      
        J-3-1

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      K-1

     

    [Form
      of]

    U.S.
      B-3
      TERM NOTE

     

    $_______________                                                                                              New
      York,
      New York

    [Date]

     

    FOR
      VALUE
      RECEIVED, the undersigned, PLY GEM INDUSTRIES, INC., a Delaware corporation
      (“U.S.
      Borrower”),
      hereby promises to pay to the order of
      [                                    ]
      (the “Lender”)
      on the
      Term Loan 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 ____________ DOLLARS ($____________), or, if less, the
      aggregate unpaid principal amount of all Existing U.S. Term Loans of the Lender
      outstanding under the Credit Agreement referred to below, which sum shall be
      due
      and payable in such amounts and on such dates as are set forth in the Credit
      Agreement referred to below. U.S. 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 Existing U.S. Term 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 U.S. Borrower hereunder or
      under the Credit Agreement.

     

    This
      Note
      is one of the Notes referred to in the 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, fourth amended and restated as of October 31, 2006 and further amended
      and
      restated as of April 5, 2007 (as amended, amended and restated, supplemented
      or
      otherwise modified from time to time, the “Credit
      Agreement”),
      among
      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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank, 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.

     

    
      
        
        

      

      
        K-1-1

        
          

        

      

      
        
        

      

    

    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]

     


    
      
        
        

      

      
        K-1-2

        
          

        

      

      
        
        

      

    


    PLY
      GEM
      INDUSTRIES, INC.,

     

    as
      U.S.
      Borrower

     

    By: ____________________________   

    Name: 

    Title: 

    


    
      
        
        

      

      
        K-1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K-2

     

    [Form
      of]

    CANADIAN
      TERM NOTE

     

    


     

    $_______________                                                                                              New
      York,
      New York

    [Date]

     

    FOR
      VALUE
      RECEIVED, the undersigned, CWD WINDOWS AND DOORS, INC., a corporation organized
      under the federal laws of Canada (the “Canadian
      Borrower”),
      hereby promises to pay to the order of
      [                                    ]
      (the “Lender”)
      on the
      Term Loan 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 ____________ DOLLARS ($____________), or, if less, the
      aggregate unpaid principal amount of all Term Loans of the Lender outstanding
      under the Credit Agreement referred to below, which sum shall be due and payable
      in such amounts and on such dates as are set forth in the Credit Agreement.
      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 Term 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 Borrower hereunder or under
      the
      Credit Agreement.

     

    This
      Note
      is one of the Notes referred to in the 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, fourth amended and restated as of October 31, 2006 and further amended
      and
      restated as of April 5, 2007 (as amended, amended and restated, supplemented
      or
      otherwise modified from time to time, the “Credit
      Agreement”),
      among
      Canadian Borrower, PLY GEM INDUSTRIES, INC., a Delaware corporation
      (“U.S.
      Borrower”
and,
      together with U.S. Borrower, each a “Borrower”
and
      collectively the “Borrowers”),
      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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank, 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.

     

    
      
        
        

      

      
        K-2-1

        
          

        

      

      
        
        

      

    

    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]

     


    
      
        
        

      

      
        K-2-2

        
          

        

      

      
        
        

      

    


    CWD
      WINDOWS AND DOORS, INC.,

     

    as
      Canadian Borrower

     

    By: ____________________________   

    Name: 

    Title: 

    


    
      
        
        

      

      
        K-2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K-3

     

    [Form
      of]

    REVOLVING
      NOTE

     

    $_________________                                                                                             New
      York,
      New York

    [Date]

     

    FOR
      VALUE
      RECEIVED, the undersigned, 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”),
      hereby promises to pay to the order of
      [                                    ]
      (the “Lender”)
      on the
      Revolving 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 Revolving 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 Revolving 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 each of the Borrowers hereunder
      or under the Credit Agreement.

     

    This
      Note
      is one of the Notes referred to in the 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, fourth amended and restated as of October 31, 2006 and further amended
      and
      restated as of April 5, 2007 (as amended, amended and restated, supplemented
      or
      otherwise modified from time to time, the “Credit
      Agreement”),
      among
      the Borrowers, 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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank, 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.

     

    
      
        
        

      

      
        K-3-1

        
          

        

      

      
        
        

      

    

    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]

     


    
      
        
        

      

      
        K-3-2

        
          

        

      

      
        
        

      

    


    PLY
      GEM
      INDUSTRIES, INC.,

     

    as
      U.S.
      Borrower

     

    By: ____________________________   

    Name: 

    Title:

    


    CWD
      WINDOWS AND DOORS, INC.,

     

    as
      Canadian Borrower

     

    By: ____________________________   

    Name: 

    Title: 

    


    
      
        
        

      

      
        K-3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K-4

     

    [Form
      of]

    SWINGLINE
      NOTE

     

    


     

    $____________                                                                                                New
      York,
      New York

    [Date]

     

    FOR
      VALUE
      RECEIVED, the undersigned, 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”),
      hereby promises to pay to the order of
      [                                    ]
      (the “Lender”)
      on the
      Revolving 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) ____________ ($____________) and
      (b) the aggregate unpaid principal amount of all Swingline Loans made by
      Lender to the undersigned pursuant to Section 2.17 of the Credit Agreement
      referred to below. Borrower further agrees to pay interest on the unpaid
      principal amount hereof in like money at such office specified in Section
      2.17(c) of the Credit Agreement from time to time from the date hereof at the
      rates and on the dates specified in Section 2.06 of the Credit Agreement.


     

    The
      holder of this Note may endorse and attach a schedule to reflect the date,
      the
      amount of each Swingline Loan and the date and amount of each payment or
      prepayment of principal thereof; provided
      that the
      failure of Lender to make such recordation (or any error in such recordation)
      shall not affect the obligations of each of the Borrowers hereunder or under
      the
      Credit Agreement.

     

    This
      Note
      is one of the Notes referred to in the 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, fourth amended and restated as of October 31, 2006 and further amended
      and
      restated as of April 5, 2007 (as amended, amended and restated, supplemented
      or
      otherwise modified from time to time, the “Credit
      Agreement”),
      among
      Borrowers, 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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank, 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.

     

    
      
        
        

      

      
        N-4-1

        
          

        

      

      
        
        

      

    

    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 may become, or may
      be
      declared to be, immediately due and payable as provided in the Credit
      Agreement.

     

    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]

     


    
      
        
        

      

      
        K-4-2

        
          

        

      

      
        
        

      

    


    PLY
      GEM
      INDUSTRIES, INC.,

     

    as
      U.S.
      Borrower

     

    By: ____________________________   

     

    Name: 

     

    Title:

     

    


     

    


     

    CWD
      WINDOWS AND DOORS, INC.,

     

    as
      Canadian Borrower

     

    By: ____________________________   

     

    Name: 

     

    Title:

     

    


    
      
        
        

      

      
        K-4-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L-1

     

    [Form
      of]

    PERFECTION
      CERTIFICATE

    [Provided
      under Separate Cover]

    
      
        
        

      

      
        L-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L-2

     

    [Form
      of]

    PERFECTION
      CERTIFICATE SUPPLEMENT

    


    [Provided
      under Separate Cover]

    
      
        
        

      

      
        L-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M-1

     

    [Form
      of]

    U.S.
      SECURITY AGREEMENT

     

    [Provided
      under Separate Cover]

     

    
      
        
        

      

      
        M-1-1

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      M-1

     

    [Form
      of]

    CANADIAN
      SECURITY AGREEMENT

     

    [Provided
      under Separate Cover]

     

    


    
      
        
        

      

      
        M-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

     

    [Form
      of]

    OPINION
      OF COMPANY COUNSEL

     

    [Provided
      under Separate Cover]

     

    


    
      
        
        

      

      
        N-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N-2

     

    [Form
      of]

    OPINION
      OF LOCAL COUNSEL

     

    [Provided
      under Separate Cover]

     

    
      
        
        

      

      
        N-2-1

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      N-3

     

    [Form
      of]

    OPINION
      OF CANADIAN COUNSEL

     

    [Provided
      under Separate Cover]

     

    


    
      
        
        

      

      
        N-3-1

        
          

        

      

      
        
        

      

    


    EXHIBIT O

     

    [Form
      of]

     

    SOLVENCY
      CERTIFICATE

     

    I,
      the
      undersigned, [financial officer] of PLY GEM INDUSTRIES, INC., a Delaware
      corporation (“U.S.
      Borrower”),
      DO
      HEREBY CERTIFY on
      behalf
      of U.S. Borrower that:

     

    1. This
      Certificate is furnished pursuant to Section 4.03(d) of the Fifth Amended and
      Restated Credit Agreement (the capitalized terms defined therein being used
      herein as therein defined), dated as April 5, 2007 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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank (the “Amended
      and Restated Credit Agreement”).

     

    2. Immediately
      following the consummation of the Fifth Amendment Transactions in connection
      with the Fifth Amended and Restated Credit Agreement, and after giving effect
      to
      the application of the proceeds of each Loan made 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 Fifth Amendment Effectiveness
      Date
      pursuant to the Amended and Restated Credit Agreement.

     

    [Signature
      Page Follows]

     


    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, I have hereunto set my hand this [ ]th day of
      [                  ].

     

    PLY
      GEM
      INDUSTRIES, INC.

     

    By: ____________________________   

    Name: 

    Title: 

    


    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P-1

     

    [Form
      of]

     

    AMENDED
      AND RESTATED U.S.
      INTERCOMPANY NOTE

     

    New
      York,
      New York

    [date]

     

    This
      note
      (“Note”)
      amends
      and restates the U.S. Intercompany Note executed by the parties hereto (other
      than the entities listed under the heading “New
      Subsidiaries”)
      on
      February 12, 2004, first amended and restated as of August 24, 2004, second
      amended and restated as of February 24, 2006 and further amended and restated
      as
      of 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 a U.S. Intercompany Note referred to in the 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, fourth amended and restated as of October 31, 2006 and
      further amended and restated as of April 5, 2007 (the “Credit
      Agreement”),
      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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank, 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 U.S. Borrower or a U.S. Guarantor to any Payee
      other than U.S. 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”):

     

    
      
        
        

      

      
        P-1-1

        
          

        

      

      
        
        

      

    

    (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, the Issuing Bank 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 Issuing Bank and the Lenders, proceed to enforce the subordination
      provisions herein.

     

    
      
        
        

      

      
        P-1-2

        
          

        

      

      
        
        

      

    

    The
      indebtedness evidenced by this Note owed by any Payor that is not U.S. Borrower
      or a U.S. 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.

     


    
      
        
        

      

      
        P-1-3

        
          

        

      

      
        
        

      

    


    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.

                                    VARIFORM,
      INC.

     

    By: ____________________________   

    Name:

    Title:

     

                                    MWM
      HOLDING,
      INC.

                                    MW
      MANUFACTURERS INC.


     

    By: ____________________________   

    Name: 

    Title: 


    
      
        
        

      

      
        P-1-4

        
          

        

      

      
        
        

      

    

     

    

      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


    
      
        
        

      

      
        P-1-5

        
          

        

      

      
        
        

      

    


    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

    


    
      
        
        

      

      
        P-1-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P-2

     

    [Form
      of]

     

    AMENDED
      AND RESTATED CANADIAN
      INTERCOMPANY NOTE

     

    New
      York,
      New York

    [date]

     

    This
      note
      (“Note”)
      amends
      and restates the Canadian Intercompany Note executed by the parties hereto
      (other than the entities listed under the heading “New
      Subsidiaries”)
      on
      February 12, 2004, first amended and restated as of August 24, 2004, second
      amended and restated as of February 24, 2006 and further amended and restated
      as
      of October 31, 2006, in its entirety.

     

    FOR
      VALUE
      RECEIVED, (i) each of the undersigned to the extent a borrower from time to
      time
      from Canadian Borrower or any Canadian Subsidiary Guarantor and (ii) Canadian
      Borrower or any Canadian Subsidiary Guarantor, to the extent a borrower from
      any
      other entity listed on the signature pages 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, but not including any amount under the subordinated promissory
      note dated February 12, 2004 issued by the Canadian Borrower in favour of the
      U.S. Borrower in the principal amount of U.S. $45,000,000) 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 a Canadian Intercompany Note referred to in the 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, fourth amended and restated as of October 31, 2006 and
      further amended and restated as of April 5, 2007 (the “Credit
      Agreement”),
      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 (“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”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      and
      UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      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 the Issuing Bank, and is subject to the terms thereof,
      and shall be pledged by each Payee to the extent required by the Security
      Documents. Each Payee hereby acknowledges and agrees that the Administrative
      Agent may exercise all rights provided in the Credit Agreement and the Security
      Documents with respect to this Note.

     

    
      
        
        

      

      
        P-2-1

        
          

        

      

      
        
        

      

    

    Anything
      in this Note to the contrary notwithstanding, the indebtedness evidenced by
      this
      Note owed by any Payor that is Canadian Borrower or a Canadian Subsidiary
      Guarantor to any Payee other than Canadian 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, the Issuing Bank 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 Issuing Bank and the Lenders, proceed to enforce the subordination
      provisions herein.

     

    The
      indebtedness evidenced by this Note owed by any Payor that is not Canadian
      Borrower or a Canadian Subsidiary Guarantor shall not be subordinated to, and
      shall rank pari
      passu
      in right
      of payment with, any other obligation of such Payor.

     

    
      
        
        

      

      
        P-2-2

        
          

        

      

      
        
        

      

    

    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.

     


    
      
        
        

      

      
        P-2-3

        
          

        

      

      
        
        

      

    


    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:

    


    CWD
      WINDOWS AND DOORS, INC.

    By: ____________________________   

    Name:

    Title:

     

    PLY
      GEM
      HOLDINGS, INC.

    By: ____________________________   

    Name:

    Title:

    


    GREAT
      LAKES WINDOW, INC.

    NAPCO,
      INC.

    VARIFORM,
      INC.

    KROY
      BUILDING PRODUCTS, INC.

    


    By: ____________________________   

    Name:

    Title:

    


    MWM
      HOLDING, INC.

                                    MW
      MANUFACTURERS
      INC.

     

    By: ____________________________   

    Name:

    Title:

     

    
      
        
        

      

      
        P-2-4

        
          

        

      

      
        
        

      

    

    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

     

    


    
      
        
        

      

      
        P-2-5

        
          

        

      

      
        
        

      

    

    


    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 

    


    
      
        
        

      

      
        P-2-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

    


    [Form
      of]

    U.S.
      TAX COMPLIANCE CERTIFICATE

    


    [Provided
      under Separate Cover]

     

     

    
      
        
        

      

      
        Q-1

        
          

        

      

       

    

    EXHIBIT
      R

    
       

      [Form
        of]

    

    INTERCREDITOR
      AGREEMENT

    


    [Provided
      under Separate Cover]

     

     

    


    
      
        
        

      

      
        R-1