0001284807-08-000034 Sample Contracts

PLY GEM INDUSTRIES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

Ply Gem Industries, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, and UBS Securities LLC, as representatives of the Initial Purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of June 2, 2008 (the “Purchase Agreement”), $700,000,000 aggregate principal amount of its 11.75% Senior Secured Notes due 2013 (the “Initial Securities”) to be unconditionally guaranteed on a senior secured basis by Ply Gem Holdings, Inc. (“Holdings”) and the entities designated as guarantors in Schedule B to the Purchase Agreement (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Initial Securities will be issued pursuant to an indenture, dated of even date herewith, among the Company, the Holdings, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (the “Indenture”). As an inducement to the Initial Purchasers to enter i

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Lien Subordination and Intercreditor Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of June 9, 2008, among GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee and Noteholder Collateral Agent, PLY GEM INDUSTRIES, INC. PLY GEM HOLDINGS, INC. and the Subsidiaries of Ply Gem Industries, Inc. listed on Schedule I hereto

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CANADIAN SECURITY AGREEMENT
Intellectual Property Security Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Alberta
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dated as of June 9, 2008 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the Subsidiaries of the Specified U.S. Borrower from time to time party hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent and CREDIT SUISSE, as...
Security Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
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COLLATERAL AGREEMENT dated as of June 9, 2008 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the GUARANTORS named herein and as Noteholder Collateral Agent
Collateral Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

Reference is made to the Lien Subordination and Intercreditor Agreement dated as of June 9, 2008, among General Electric Capital Corporation, as Collateral Agent for the Revolving Facility Secured Parties referred to therein; U.S. Bank National Association, as Trustee and as Noteholder Collateral Agent; Ply Gem Industries, Inc.; Ply Gem Holdings, Inc.; and the other subsidiaries of Ply Gem Industries, Inc. named therein (the “Intercreditor Agreement”). Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement and, to the extent provided therein, the applicable Senior Secured Obligations Security Documents (as defined in the Intercreditor Agreement). In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agr

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INTELLECTUAL PROPERTY COLLATERAL AGREEMENT
Intellectual Property Collateral Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

This INTELLECTUAL PROPERTY COLLATERAL AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Collateral Agreement”) dated June 9, 2008, is made by Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), Ply Gem Holdings, Inc., a Delaware Corporation (“Holdings”) and the Subsidiaries of the Issuer listed on the Annex hereto (the “Subsidiaries”, and together with the Issuer and Holdings, the “Grantors”) in favor of U.S. Bank National Association, as Noteholder Collateral Agent (the “Noteholder Collateral Agent”) for the Secured Parties (as defined in the Collateral Agreement referred to below).

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

FOURTH SUPPLEMENTAL INDENTURE, dated as of May 29, 2008, among Ply Gem Industries, Inc. (the “Company”), Ply Gem Pacific Windows Corporation (“Pacific Windows”) and U.S. Bank National Association, as trustee (the “Trustee”).

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U.S. GUARANTY dated as of June 9, 2008 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the Subsidiaries of the Specified U.S. Borrower from time to time party hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent
Credit Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

Reference is made to the Credit Agreement dated as of June 9, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Specified U.S. Borrower, Holdings, CWD Windows and Doors, Inc., the lenders from time to time party thereto (the “Lenders”), the Collateral Agent and Credit Suisse, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used in this Guaranty and not otherwise defined herein have the meanings set forth in the Credit Agreement.

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PLY GEM INDUSTRIES, INC. as Issuer, the GUARANTORS named herein, as Guarantors, and U.S. Bank National Association, as Trustee and Noteholder Collateral Agent INDENTURE Dated as of June 9, 2008 11.75% Senior Secured Notes due 2013
Covenants • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

INDENTURE dated as of June 9, 2008 among Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

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PLY GEM INDUSTRIES, INC. PURCHASE AGREEMENT
Collateral Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Arizona
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Contract
Intellectual Property Security Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • August 11th, 2008 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Alberta

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated June 9, 2008, is made by CWD Doors and Windows, Inc. (the “Canadian Borrower”) in favour of General Electric Capital Corporation, as Collateral Agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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