Dated as of June 27, 2006 AMENDMENT NO. 5 TO THE CREDIT AGREEMENT (this "Amendment No. 5") among Headwaters Incorporated, a Delaware corporation (the "Borrower"), the Lenders (as hereinafter defined) party hereto, Morgan Stanley & Co. Incorporated...Credit Agreement • July 27th, 2006 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York
