0001284807-11-000014 Sample Contracts

Contract
Lien Subordination and Intercreditor Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

AMENDED AND RESTATED LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of February 11, 2011, among UBS AG, STAMFORD BRANCH as Collateral Agent, WELLS FARGO 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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PLY GEM INDUSTRIES, INC. PURCHASE AGREEMENT
Purchase Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Arizona
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dated as of January 26, 2011 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the Subsidiaries of the Specified U.S. Borrower from time to time party hereto and UBS AG, STAMFORD BRANCH, as Collateral Agent
u.s. Guaranty • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
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CANADIAN SECURITY AGREEMENT
Canadian Security Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Alberta

CANADIAN SECURITY AGREEMENT, dated as of January 26, 2011, made by PLY GEM CANADA, INC., a Canada corporation (together with its successors and assigns, the “Canadian Borrower”) to UBS AG CANADA BRANCH, as Canadian Collateral Agent for the Canadian Secured Parties (as such terms are defined in the Credit Agreement referred to below) (together with its successors and assigns in such capacity, the “Collateral Agent”).

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dated as of January 26, 2011 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the Subsidiaries of the Specified U.S. Borrower from time to time party hereto, and UBS AG, STAMFORD BRANCH, as Collateral Agent and Administrative Agent
Security Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York
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COLLATERAL AGREEMENT dated as of February 11, 2011 among PLY GEM INDUSTRIES, INC., PLY GEM HOLDINGS, INC., the GUARANTORS named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Noteholder Collateral Agent
Collateral Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

Reference is made to the Amended and Restated Lien Subordination and Intercreditor Agreement dated as of February 11, 2011, among UBS AG, Stamford Branch, as Collateral Agent for the Revolving Facility Secured Parties referred to therein; Wells Fargo 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

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PLY GEM INDUSTRIES, INC., as Issuer, the GUARANTORS named herein, as Guarantors, and Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral Agent INDENTURE Dated as of February 11, 2011 8.25% Senior Secured Notes due 2018
Indenture • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

INDENTURE dated as of February 11, 2011 among Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).

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INTELLECTUAL PROPERTY COLLATERAL AGREEMENT
Intellectual Property Collateral Agreement • March 21st, 2011 • 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 February 11, 2011, 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 Wells Fargo 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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PLY GEM INDUSTRIES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 21st, 2011 • 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, as representative of the Initial Purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of February 9, 2011 (the “Purchase Agreement”), $800,000,000 aggregate principal amount of its 8.25% Senior Secured Notes due 2018 (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 (the “Indenture”), dated of even date herewith, among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers,

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SECOND AMENDED AND RESTATED TAX SHARING AGREEMENT
Tax Sharing Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • Delaware

THIS SECOND AMENDED AND RESTATED TAX SHARING AGREEMENT (the “Agreement”), dated as of March 17, 2011, and effective as of January 11, 2010, is entered into between Ply Gem Prime Holdings, Inc., a Delaware corporation (“Parent”), Ply Gem Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Holdings”), and Ply Gem Industries, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Industries”, and together with Holdings, the “Subsidiaries”).

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Contract
Intellectual Property Security Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated January 26, 2011, is made by Ply Gem Industries, Inc., a Delaware corporation (the “Specified U.S. Borrower”), Ply Gem Holdings, Inc., a Delaware Corporation (“Holdings”) and the Subsidiaries of the Specified U.S. Borrower listed on the Annex hereto (the “Subsidiaries”, and together with the Specified U.S. Borrower and Holdings, the “Grantors”) in favor of UBS AG, Stamford Branch, as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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Contract
Intellectual Property Security Agreement • March 21st, 2011 • Ply Gem Holdings Inc • Millwood, veneer, plywood, & structural wood members • New York

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated March 11, 2011, is made by Ply Gem Industries, Inc., a Delaware corporation (the “Specified U.S. Borrower”), Ply Gem Holdings, Inc., a Delaware Corporation (“Holdings”) and the Subsidiaries of the Specified U.S. Borrower listed on the Annex hereto (the “Subsidiaries”, and together with the Specified U.S. Borrower and Holdings, the “Grantors”) in favor of UBS AG, Stamford Branch, as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • March 21st, 2011 • 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, this “IP Security Agreement”) dated January 26, 2011, is made by Ply Gem Canada, Inc. (together with its successors and assigns, the “Canadian Borrower”) in favour of UBS AG Canada Branch, as Canadian Collateral Agent for the Canadian Secured Parties (as such terms are defined in the Credit Agreement referred to below) (together with its successors and assigns in such capacity, the “Collateral Agent”).

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