0001284807-11-000041 Sample Contracts

INCREMENTAL ASSUMPTION AGREEMENT
Incremental Assumption Agreement • November 14th, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

This Incremental Assumption Agreement (the “Agreement”) is dated as of the Effective Date set forth below and is entered into by and among Ply Gem Industries, Inc. (the “Specified U.S. Borrower”), UBS AG, Stamford Branch (the “Administrative Agent”) and Royal Bank of Canada (the “Incremental Revolving Credit Lender”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Incremental Revolving Credit Lender.

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INCREMENTAL ASSUMPTION AGREEMENT
Incremental Assumption Agreement • November 14th, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

This Incremental Assumption Agreement (the “Agreement”) is dated as of the Effective Date set forth below and is entered into by and among Ply Gem Industries, Inc. (the “Specified U.S. Borrower”), UBS AG, Stamford Branch (the “Administrative Agent”) and Credit Suisse AG, Cayman Islands Branch (the “Incremental Revolving Credit Lender”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Incremental Revolving Credit Lender.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • November 14th, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

This Amendment No. 1 to Credit Agreement, dated as of August 11, 2011 (this “Amendment”), is entered into by and among Ply Gem Industries, Inc. (the “Specified U.S. Borrower”), Ply Gem Canada, Inc. (the “Canadian Borrower”), Ply Gem Holdings, Inc. (“Holdings”), the other Guarantors listed on the signature pages hereto, the Lenders signatory hereto, UBS AG, Stamford Branch, as U.S. Administrative Agent (in such capacity, the “U.S. Administrative Agent”), UBS AG Canada Branch, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent” and together with the U.S. Administrative Agent, the “Administrative Agents”).

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