WITNESSETH:Atrium Corp • April 1st, 2002 • New York
1 EXHIBIT 99(3) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 7th, 1997 • Atrium Corp • Millwood, veneer, plywood, & structural wood members • Delaware
1 EXHIBIT 99(1) JOINT FILING AGREEMENT The undersigned, and each of them, do hereby agree and consent to the filing of a single statement on behalf of all of them on Schedule 13D and amendments thereto, in accordance with the provisions of Rule...Joint Filing Agreement • July 7th, 1997 • Atrium Corp • Millwood, veneer, plywood, & structural wood members
RECITALS:Indemnification Agreement • January 22nd, 2001 • Atrium Corp • Delaware
ANDAsset Purchase Agreement • January 22nd, 2001 • Atrium Corp • Delaware
RECITALS:Escrow Agreement • January 22nd, 2001 • Atrium Corp • New York
WITNESSETH:Subscription Agreement • April 1st, 2002 • Atrium Corp • New York
ARTICLE I TERMLease Agreement • January 22nd, 2001 • Atrium Corp • North Carolina
CONTRIBUTION AGREEMENTContribution Agreement • May 9th, 2001 • Atrium Corp • New York
Exhibit 10.33 D AND W HOLDINGS, INC. Restricted Stock Agreement RESTRICTED STOCK AGREEMENT made this 25th day of October, 2000 (the "Grant Date"), between D AND W HOLDINGS, INC., a Delaware corporation (the "Company") and ARDSHIEL, INC. (the "Service...Restricted Stock Agreement • January 22nd, 2001 • Atrium Corp • New York
RECITALSEmployment Agreement • January 22nd, 2001 • Atrium Corp • Texas
TO LEASE DATED MAY 3, 1994 BY AND BETWEEN JOHN G. B. ELLISON, JR. ("LANDLORD") AND VES, INC., D/B/A VES EXTRUSIONS, INC. AND ELLISON EXTRUSION SYSTEMS, INC., ("TENANT") Effective July 1, 1999 this Second Amendment replaces ARTICLE V, Section 5.02, and...Atrium Corp • January 22nd, 2001
RECITALS :Subscription Agreement • January 22nd, 2001 • Atrium Corp • Delaware
RECITALSAgreement and Plan of Merger • January 22nd, 2001 • Atrium Corp • Delaware
D and W HOLDINGS, INC., as Issuer, andAtrium Corp • January 22nd, 2001 • New York
TO LEASE Dated May 3, 1994 ("Lease") By and Between John G. B. Ellison, Jr. ("Landlord") and The Ellison Company, Inc. ("Tenant")Atrium Corp • January 22nd, 2001
AMENDED AND RESTATED INDENTURE Dated as of June 29, 2001Indenture • April 1st, 2002 • Atrium Corp • New York
WITNESSETH:Subscription Agreement • April 1st, 2002 • Atrium Corp • New York
RECITALS:Indemnification Agreement • January 22nd, 2001 • Atrium Corp • Delaware
RECITALS:Employment and Non-Competition Agreement • January 22nd, 2001 • Atrium Corp • North Carolina
RECITALS:Indemnification Agreement • January 22nd, 2001 • Atrium Corp • Delaware
1 EXHIBIT 99(4) FINANCIAL ADVISORY AGREEMENT THIS FINANCIAL ADVISORY AGREEMENT (this "Agreement") is made and entered into as of November 27, 1996 among Atrium Corporation, a Delaware corporation, ("Holdings"), Atrium Companies, Inc., a Delaware...Financial Advisory Agreement • July 7th, 1997 • Atrium Corp • Millwood, veneer, plywood, & structural wood members • Texas
WITNESSETH:Sharing Agreement • January 22nd, 2001 • Atrium Corp • New York
RECITALS:Management Subscription Agreement • January 22nd, 2001 • Atrium Corp • New York
EXHIBIT 10.24 BUY-SELL AGREEMENT This BUY-SELL AGREEMENT (this "AGREEMENT") is dated as of October 25, 2000, by and among D and W Holdings, Inc., a Delaware corporation (the "COMPANY"), C. Douglas Cross (the "STOCKHOLDER"), and for the purposes of...Buy-Sell Agreement • January 22nd, 2001 • Atrium Corp
THIRD AMENDMENT TO LEASE Dated May 3, 1994 ("Lease") By and Between John G. B. Ellison, Jr. ("Landlord") and VES, Inc. (d/b/a) Ellison Extrusion Systems, Inc.) ("Tenant")Atrium Corp • January 22nd, 2001
EXHIBIT 10.25 EXCHANGE AND SUBSCRIPTION AGREEMENT This Exchange and Subscription Agreement, is made and entered into as of July 31, 2000 (this "Agreement"), by and among D and W Holdings, Inc., a Delaware corporation (the "Company"), GE Investment...Exchange and Subscription Agreement • January 22nd, 2001 • Atrium Corp • New York
RECITALS:Employment and Non-Competition Agreement • January 22nd, 2001 • Atrium Corp • Texas
ARTICLE I TERMNorth Carolina Lease Agreement • January 22nd, 2001 • Atrium Corp • North Carolina
OFStockholders Agreement • January 22nd, 2001 • Atrium Corp • New York
WITNESSETH:Assignment and Subscription Agreement • April 1st, 2002 • Atrium Corp • New York
TO LEASE DATED MAY 3, 1994 BY AND BETWEEN JOHN G. B. ELLISON, JR. ("LANDLORD") AND THE ELLISON COMPANY, INC. ("TENANT") Whereas Landlord completed a 183,210 square foot addition ("the Addition") to the manufacturing/warehouse facility located on the...Atrium Corp • January 22nd, 2001
Whereas Landlord completed a 183,210 square foot addition ("the Addition") to the manufacturing/warehouse facility located on the Premises, and whereas the Tenant occupied this additional space as of July 1, 1997; the parties hereby confirm their agreement as to the minimum rent which applies to the Addition.
RECITALSAsset Purchase Agreement • January 22nd, 2001 • Atrium Corp
FIRST SUPPLEMENTAL INDENTURE DATED AS OF May 5, 2003 TO THE AMENDED AND RESTATED INDENTURE DATED AS OF JUNE 29, 2001Indenture • August 14th, 2003 • Atrium Corp
FIRST SUPPLEMENTAL INDENTURE, dated as of May 5, 2003 (the “First Supplement”), by and between ATRIUM CORPORATION (the “Company”), as Issuer, and U.S. Bank, National Association as successor to STATE STREET BANK AND TRUST COMPANY, as Trustee (the “Trustee”).
WITNESSETH:And Nonsolicitation Agreement • January 22nd, 2001 • Atrium Corp
