RECITALS:Indemnification Agreement • January 22nd, 2001 • Atrium Corp • Delaware
D and W HOLDINGS, INC., as Issuer, andAtrium Corp • January 22nd, 2001 • New York
ANDAsset Purchase Agreement • January 22nd, 2001 • Atrium Corp • Delaware
RECITALS:Escrow Agreement • January 22nd, 2001 • Atrium Corp • New York
EXHIBIT 10.26 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is made and entered into as of August 15, 2000 by and between D and W Holdings, Inc., a Delaware corporation (the "Company"), and GE Investment Private Placement...Subscription Agreement • January 22nd, 2001 • Atrium Corp • New York
ARTICLE I TERMLease Agreement • January 22nd, 2001 • Atrium Corp • North Carolina
Exhibit 10.36 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT, dated as of October 25, 2000, is entered into by and between D and W Holdings, Inc., a Delaware corporation ("Holdings") and Atrium Companies, Inc., a Delaware corporation ("Atrium")....Contribution Agreement • January 22nd, 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
RECITALS :Subscription Agreement • January 22nd, 2001 • Atrium Corp • Delaware
RECITALSAgreement and Plan of Merger • January 22nd, 2001 • Atrium Corp • Delaware
ATRIUM COMPANIES, INC., AS ISSUER, THE GUARANTORS NAMED HEREIN, AS GUARANTORS,Atrium Corp • January 22nd, 2001
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
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
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
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
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
WITNESSETH:And Nonsolicitation Agreement • January 22nd, 2001 • Atrium Corp
TO LEASE DATED MAY 3, 1994 BY AND BETWEEN JOHN G. B. ELLISON, JR. ("LANDLORD") AND THE ELLISON COMPANY, INC. ("TENANT") Effective July 1, 1999 this Second Amendment replaces ARTICLE V, Section 5.02, and adds to ARTICLE X, Section 10.02 of the Lease...Atrium Corp • January 22nd, 2001
Exhibit 10.34 Ardshiel, Inc. 230 Park Avenue - Suite 2527 New York, New York 10169 Phone: (212)697-8570 Fax: (212)972-1809 As of October 24, 2000 D and W Holdings, Inc. 230 Park Avenue Suite 2527 New York, New York 10169 Atrium Corporation 1341 West...Atrium Corp • January 22nd, 2001 • Delaware
EXHIBIT 10.18 AGREEMENT AND RELEASE Frank Sheeder (hereinafter "Executive") and Atrium Corporation, a Delaware corporation (together with its successors and permitted assigns, the "Company"), hereby enter into this Agreement and Release (hereinafter...Agreement and Release • 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 :Ellison Subscription Agreement • January 22nd, 2001 • Atrium Corp • New York
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")Atrium Corp • January 22nd, 2001
Whereas Landlord completed a 17,550 square foot addition ("the Addition") to the manufacturing/warehouse facility located on the Premises, and whereas the Tenant occupied this additional space as of June 23, 1999; the parties hereby confirm their agreement as to the minimum rent which applies to the Addition.
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
