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EXHIBIT 10.5
INSTRUMENT OF AMENDMENT
INSTRUMENT OF AMENDMENT, dated as of March 31, 2006, by and
between
ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the
"Company"), and a
wholly owned indirect subsidiary of AMH Holdings II, Inc., a
Delaware
corporation ("AMH"), and TREVOR DEIGHTON (the "Executive"), to the
Employment
Agreement, dated as of November 28, 2005, between the Company and
the Executive
(the "Employment Agreement") (capitalized terms used but not
defined herein
shall have the respective meanings given such terms in the
Employment
Agreement).
WITNESSETH:
WHEREAS, the Company and the Executive have entered into the
Employment
Agreement;
WHEREAS, Section 12(g) of the Employment Agreement provides that
the
Employment Agreement may not be amended except in writing by the
Executive and
the Company; and
WHEREAS, the Company and the Executive desire to amend the
Employment
Agreement as provided herein.
NOW,
THEREFORE, the parties hereto agree as follows:
1.
Exhibit A to the
Employment Agreement is hereby deleted in its
entirety and replaced with a new Exhibit A, as attached hereto.
2.
(a) In the event of any conflict
between the terms of this Instrument
of Amendment and the terms of the Employment Agreement, the
terms
of this Instrument of Amendment shall take precedence. Except
as
expressly modified herein, the Employment Agreement shall
remain
in full force and effect throughout the entire Employment Term.
(b) The validity,
interpretation, construction and performance of
this Instrument of Amendment shall be governed by the laws of
the
State of
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New York applicable to contracts executed and to be performed
entirely within said State.
(c) This Instrument of
Amendment may be executed in two or more
counterparts, all of which taken together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound,
have hereunto executed this Instrument of Amendment, effective for
all purposes
as of the January 1, 2006.
ASSOCIATED MATERIALS INCORPORATED
Date: 4/3/06
By: /s/ K.
Lavanway
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Name:
D. K. Lavanway
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Title:
CFO
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