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ATRIUM COMPANIES, INC.,
AS ISSUER,
WING INDUSTRIES HOLDINGS, INC.,
WING INDUSTRIES, INC.,
DOOR HOLDINGS, INC.,
X. X. XXXXX COMPANY, INC.
AND
TOTAL TRIM, INC.,
AS SUBSIDIARY GUARANTORS,
AND
UNITED STATES TRUST COMPANY OF NEW YORK,
AS TRUSTEE
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AMENDMENT NO. 2
DATED AS OF OCTOBER 2, 1998
TO THE
INDENTURE
DATED AS OF NOVEMBER 27, 1996 AND AMENDED AS OF MARCH 23, 1998
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$100,000,000
10 1/2% SENIOR SUBORDINATED NOTES DUE 2006
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AMENDMENT NO. 2, dated as of October 2, 1998 ("Amendment No. 2"), to the
INDENTURE, dated as of November 27, 1996 and amended as of March 23, 1998 (the
"Indenture"), among ATRIUM COMPANIES, INC., a Delaware Corporation, as Issuer
(the "Company"), WING INDUSTRIES HOLDINGS, INC., a Delaware corporation ("WIH"),
WING INDUSTRIES, INC., a Texas corporation ("Wing"), DOOR HOLDINGS, INC., a
Delaware corporation ("Door"), X. X. XXXXX COMPANY, INC., an Alabama corporation
("Xxxxx"), TOTAL TRIM, INC., an Alabama corporation ("Total Trim," and
collectively with WIH, Wing, Door and Xxxxx, the "Additional Subsidiary
Guarantors"), and UNITED STATES TRUST COMPANY OF NEW YORK, a New York
corporation, as trustee (the "Trustee").
Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Indenture.
Each party hereto agrees for the benefit of the other parties hereto and
for the equal and ratable benefit of the Holders of the Company's 10 1/2% Senior
Subordinated Notes due 2006 to amend, pursuant to Section 9.1(a)(5) of the
Indenture, the Indenture as follows:
1. WIH and Door are direct wholly-owned subsidiaries of the Company.
Wing is a direct wholly-owned subsidiary of WIH, and Xxxxx and Total Trim are
direct wholly-owned subsidiaries of Door. Pursuant to Section 11.7 of the
Indenture, the Additional Subsidiary Guarantors hereby agree to guarantee the
obligations of the Company under the Indenture as set forth in Article XI of the
Indenture by virtue of their execution of this Amendment No. 2 and hereby agree
that the defined term "Subsidiary Guarantor" contained in Section 1.1 of the
Indenture shall be deemed to include the Additional Subsidiary Guarantors.
2. This Amendment No. 2 supplements the Indenture and shall be a part and
subject to all the terms thereof. Except as supplemented hereby, the Indenture
and the Securities issued thereunder shall continue in full force and effect.
3. This Amendment No. 2 may be executed in counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.
4. This Amendment No. 2 shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to applicable
principles of conflict of laws thereunder.
5. The Trustee shall not be responsible for any recital herein, as such
recitals shall be taken as statements of the Company, or the validity of the
execution by the
Additional Subsidiary Guarantors of this Amendment No. 2. The Trustee makes no
representation as to the validity or sufficiency of this Amendment No. 2.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the
Indenture to be duly executed and attested as of the date and year first written
above.
ATRIUM COMPANIES, INC.
By: _______________________________
Name:
Title:
ADDITIONAL SUBSIDIARY GUARANTORS:
WING INDUSTRIES HOLDINGS, INC.
By: _______________________________
Name:
Title:
WING INDUSTRIES, INC.
By: _______________________________
Name:
Title:
DOOR HOLDINGS, INC.
By: _______________________________
Name:
Title:
X. X. XXXXX COMPANY, INC.
By: _______________________________
Name:
Title:
TOTAL TRIM, INC.
By: _______________________________
Name:
Title:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: _______________________________
Name:
Title:
