FOURTH SUPPLEMENTAL
INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of May
29, 2008, among Ply Gem Industries, Inc. (the
“Company”), Ply Gem Pacific Windows Corporation
(“Pacific Windows”) and U.S. Bank National Association,
as trustee (the “Trustee”).
WHEREAS, the Company, Ply Gem Holdings, Inc.,
Great Lakes Window, Inc., Kroy Building Products, Inc., Napco,
Inc., Napco Window Systems, Inc., Thermal-Gard, Inc., Variform,
Inc., and the Trustee entered into an indenture dated as of
February 12, 2004 to provide for the issuance of the
Company’s 9% Senior Subordinated Notes due 2012;
WHEREAS, the Company, MWM Holding, Inc.
(“MWM Holding”), MW Manufacturers Corp. (“MW
Manufacturers”), MW Manufacturers, Inc. (“MW”),
Patriot Manufacturing, Inc. (“Patriot”), Lineal
Technologies, Inc. (“Lineal”), and the Trustee entered
into the First Supplemental Indenture, dated as of August 27, 2004,
to provide for the addition of MWM Holding, MW Manufacturers, MW,
Patriot and Lineal as Guarantors under the indenture dated as of
February 12, 2004;
WHEREAS, the Company, AWC Holding Company
(“AWC”), Alenco Holding Corporation
(“Alenco”), Alenco Extrusion Management, L.L.C.
(“AEM”), New Alenco Extrusion, Ltd.
(“NAE”), Alenco Extrusion GA, L.L.C.
(“AEGA”), Aluminum Scrap Recycle, L.L.C.
(“ASR”), Alenco Building Products Management, L.L.C.
(“ABP”), New Alenco Window, Ltd. (“NAW”),
Alenco Window GA, L.L.C. (“AWGA”), Alenco Trans, Inc.
(“AT”), Glazing Industries Management, L.L.C.
(“GIM”), New Glazing Industries, Ltd.
(“NGI”), Alenco Interests, L.L.C. (“AI”),
and AWC Arizona, Inc. (“AWCA”), and the Trustee entered
into the Second Supplemental Indenture, dated as of February 24,
2006, to provide for the addition of AWC, Alenco, AEM, NAE, AEGA,
ASR, ABP, NAW, AWGA, AT, GIM, NGI, AI and AWCA as Guarantors under
the indenture dated as of February 12, 2004;
WHEREAS, the Company, Alcoa Home Exteriors, Inc.
(“Alcoa”), and the Trustee entered into the Third
Supplemental Indenture, dated as of October 31, 2006, to provide
for the addition of Alcoa as a Guarantor under the indenture dated
as of February 12, 2004 (as so supplemented, the
“Indenture”);
WHEREAS, the Company has acquired all of the
issued and outstanding stock of Pacific Windows;
WHEREAS, pursuant to Section 4.16 of the
Indenture, Pacific Windows, as a new Restricted Subsidiary, is
required to enter into this Supplemental Indenture (the
“Supplemental Indenture”) as a Guarantor;
WHEREAS, the Company, Pacific Windows and the
Trustee are authorized to enter into this Supplemental
Indenture;
NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants contained in this Supplemental
Indenture and for other good and valuable consideration, the
receipt and sufficiency of which are herein acknowledged, the
Company, Pacific Windows and the Trustee hereby agree for the
equal
