10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-52059

PGT, Inc.

1070 Technology Drive

North Venice, FL 34275

Registrant’s telephone number: 941-480-1600

State of Incorporation	IRS Employer Identification No.
Delaware	20-0634715

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o      Noþ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer o      Accelerated filer o      Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o      No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 par value – 25,958,667 shares, as of August 4, 2006.

PGT, INC.
INDEX

	Page
	Number
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations – Three months ended July 1, 2006 and July 2, 2005		3
Condensed Consolidated Statements of Operations – Six months ended July 1, 2006 and July 2, 2005		4
Condensed Consolidated Balance Sheets – July 1, 2006 and December 31, 2005		5
Condensed Consolidated Statements of Cash Flows — Six months ended July 1, 2006 and July 2, 2005		6
Condensed Consolidated Statement of Shareholders’ Equity		7
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		27
Item 4. Controls and Procedures		27
Part II. Other Information
Item 1. Legal Proceedings		28
Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds		28
Item 3. Defaults Upon Senior Securities		29
Item 4. Submission of Matters to a Vote of Security Holders		29
Item 5. Other Information		29
Item 6. Exhibits		29
EX-4.2: AMENDED AND RESTATED SECURITY HOLDERS AGREEMENT
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION

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PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

PGT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	July 1,			July 2,
Three months ended	2006			2005
	(unaudited)
Net sales	$	108,689		$	78,217
Cost of sales		61,579			50,800
Gross margin		47,110			27,417
Selling, general and administrative expenses		23,796			18,482
Income from operations		23,314			8,935
Other (expense) income, net		(357	)		157
Interest expense		7,282			3,203
Income before income tax expense		16,389			5,575
Income tax expense		6,365			1,851
Net income	$	10,024		$	3,724
Basic net income per common share	$	0.62		$	0.24
Diluted net income per common and common equivalent share	$	0.55		$	0.22
Weighted average common shares outstanding:
Basic		16,150,776			15,720,351
Diluted		18,173,432			17,221,477

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PGT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	July 1,			July 2,
Six months ended	2006			2005
	(unaudited)
Net sales	$	205,044		$	157,581
Cost of sales		122,213			100,436
Gross margin		82,831			57,145
Stock compensation expense related to dividends paid (includes expenses related to cost of sales and selling, general and administrative expense of $5,069, and $21,829, respectively)		26,898			—
Selling, general and administrative expenses		45,664			37,973
Income from operations		10,269			19,172
Other (expense) income, net		(766	)		77
Interest expense		17,641			6,346
(Loss) income before income taxes		(6,606	)		12,749
Income tax (benefit) expense		(2,554	)		4,234
Net (loss) income	$	(4,052	)	$	8,515
Basic net (loss) income per common share	$	(0.25	)	$	0.54
Diluted net (loss) income per common and common equivalent share	$	(0.25	)	$	0.49
Weighted average common shares outstanding:
Basic		15,950,129			15,720,351
Diluted		15,950,129			17,221,477

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PGT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	July 1,			December 31,
	2006			2005
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	39,692		$	3,270
Accounts receivable, net		41,508			45,193
Inventories		14,222			13,981
Deferred income taxes		6,497			3,133
Other current assets		12,309			11,360
Total current assets		114,228			76,937
Property, plant and equipment, net		79,504			65,508
Goodwill		169,648			169,648
Other intangible assets, net		104,703			107,760
Subscriptions receivable related to proceeds from IPO		114,882			—
Other assets, net		5,753			5,700
Total assets	$	588,718		$	425,553
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	34,763		$	31,137
Current portion of long-term debt		2,050			—
Total current liabilities		36,813			31,137
Long-term debt less current portion		317,437			183,525
Deferred income taxes		54,319			54,320
Total liabilities		408,569			268,982
Shareholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized; zero shares issued and outstanding at July 1, 2006		—			—
Common stock, $.01 par value, 200,000,000 shares authorized; 24,635,138 shares issued and 24,573,012 shares outstanding at July 1, 2006 and 15,749,483 shares issued and outstanding at December 31, 2005		245			157
Additional paid-in-capital		181,429			152,647
Retained earnings (accumulated deficit)		(4,052	)		—
Accumulated other comprehensive income		2,527			3,767
Total shareholders’ equity		180,149			156,571
Total liabilities and shareholders’ equity	$	588,718		$	425,553

The accompanying notes are an integral part of these condensed cosolidated financial statements.

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PGT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	July 1,			July 2,
Six months ended	2006			2005
	(unaudited)
Cash flows from operating activities:
Net (loss) income	$	(4,052	)	$	8,515
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation		4,634			3,380
Stock-based compensation		12			—
Amortization		2,957			4,010
Deferred Financing		4,993			521
Derivative financial instruments		(764	)		77
Deferred income taxes		(2,670	)		—
Loss on disposal of assets		9			260
Change in operating assets and liabilities:
Accounts receivable		1,620			(8,235	)
Inventories		(241	)		(1,169	)
Other current assets		(1,495	)		1,701
Accounts payable and accrued expenses		1,939			1,871
Net cash provided by operating activities		6,942			10,931
Cash flows from investing activities:
Purchases of property, plant and equipment		(18,639	)		(7,384	)
Proceeds from sales of equipment and intangibles		100			29
Net cash used in investing activities		(18,539	)		(7,355	)
Cash flows from financing activities:
Net increase in revolving line of credit		—			3,000
Proceeds from issuance of long-term debt		320,000			—
Payment of dividends		(83,484	)		—
Payment of financing costs		(4,459	)
Payment of long-term debt		(184,038	)		(6,000	)
Net cash provided by (used in) financing activities		48,019			(3,000	)
Net increase in cash		36,422			576
Cash and cash equivalents at beginning of period		3,270			2,525
Cash and cash equivalents at end of period	$	39,692		$	3,101
Supplemental cash flow information:
Interest paid	$	11,423		$	5,507
Income taxes paid	$	893		$	7,896

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PGT, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(in thousands except share amounts)

											Accumulated
					Additional						other
	Common stock				paid-in			Accumulated			comprehensive
	Shares		Amount		capital			deficit			income (loss)			Total
Balance at December 31, 2005		15,749,483	$	157	$	152,647		$	—		$	3,767		$	156,571
Dividends paid						(83,484	)								(83,484	)
Initial public offering, net of offering costs		8,823,529		88		112,254									112,342
Stock-based compensation						12									12
Amortization of ineffective interest rate swap												(156	)		(156	)
Change in fair value of interest rate swap, net of tax expense of $54												84			84
Change in fair value of aluminum forward contracts, net of tax benefit of $746												(1,168	)		(1,168	)
Net loss									(4,052	)					(4,052	)
Balance at July 1, 2006		24,573,012	$	245	$	181,429		$	(4,052	)	$	2,527		$	180,149

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PGT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the accounts of PGT, Inc. and its wholly-owned subsidiary (the “Company”) after elimination of intercompany accounts and transactions. These statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the remainder of the current year or for any future periods.

Stock Split

On June 5, 2006, our board of directors and our stockholders approved a 662.07889-for-1 stock split of our common stock and approved increasing the number of shares of common stock that the Company is authorized to issue to 200.0 million.

After the stock split, effective June 6, 2006, each holder of record held 662.07889 shares of common stock for every 1 share held immediately prior to the effective date. As a result of the stock split, the board of directors also exercised its discretion under the anti-dilution provisions of our 2004 Stock Incentive Plan to adjust the number of shares underlying stock options and the related exercise prices to reflect the change in the per share value and outstanding shares on the date of the stock split. The effect of fractional shares is not material.

Following the effective date of the stock split, the par value of the common stock remained at $0.01 per share. As a result, we have increased the common stock in our consolidated balance sheets and statements of shareholders’ equity included herein on a retroactive basis for all of our Company’s periods presented, with a corresponding decrease to additional paid-in capital. All share and per share amounts and related disclosures have also been retroactively adjusted for all of our Company’s periods presented to reflect the 662.07889-for-1 stock split.

New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes.” FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. In addition, FIN 48 clearly scopes out income taxes from Financial Accounting Standards Board Statement No. 5, Accounting for Contingencies. FIN 48 applies to all tax positions related to income taxes subject to Financial Accounting Standards Board Statement No. 109, Accounting for Income Taxes, (FAS 109). FIN 48 is effective for fiscal years beginning after December 15, 2006. Differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts reported after adoption are accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. The cumulative effect adjustment would not apply to those items that would not have been recognized in earnings. We believe that the adoption of FIN 48 will not have a material impact on our Company’s financial position or results of operations.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fiscal Period

Our Company’s fiscal quarter and first half of 2006 and 2005 consists of 13 weeks and 26 weeks, respectively.

Segment Information

Our Company operates in one operating segment: manufacturer and supplier of windows and doors.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates involved in applying our Company’s accounting policies are those that require management to make assumptions about matters that are uncertain at the time the accounting estimate was made and those for which different estimates reasonably could have been used for the current period, or changes in the accounting estimate are reasonably likely to occur from period to period, and would have a material impact on the presentation of our Company’s financial condition, changes in financial condition or results of operations. Actual results could materially differ from those estimates.

Revenue recognition

We recognize sales when all of the following criteria have been met: a valid customer order with a fixed price has been received; the product has been delivered and accepted by the customer; and collectibility is reasonably assured. All sales recognized are net of allowances for cash discounts and estimated returns, which are estimated using historical experience.

Warranty Expense

Our Company has warranty obligations with respect to most of our manufactured products. Warranty periods, which vary by product components, range from 1 to 10 years. However, the majority of the products sold have warranties on components which range from 1 to 3 years. The reserve for warranties is based on management’s assessment of the cost per service call and the number of service calls expected to be incurred to satisfy warranty obligations on recorded net sales. The reserve is determined after assessing our Company’s warranty history and specific identification of our estimated future warranty obligations. The following provides information with respect to our Company’s warranty accrual:

			Accruals for
	Balance at		Warranties								Balance at
	Beginning		Issued		Adjustments			Settlements			End of
Allowance for Warranty	of Period		During Period		Made			Made			Period
	(In thousands)
Three months ended July 1, 2006	$	4,583		1,630		(98	)		(1,383	)	$	4,732
Three months ended July 2, 2005	$	2,913		782		257			(889	)	$	3,063
Six months ended July 1, 2006	$	4,501		3,075		(237	)		(2,607	)	$	4,732
Six months ended July 2, 2005	$	2,863		1,576		372			(1,748	)	$	3,063

Inventories

Inventories consist principally of raw materials purchased for manufacturing of our products. Our Company has limited finished goods inventory since all products are custom, made-to-order products. Finished goods inventory costs include direct materials, direct labor, and overhead. All inventories are stated at the lower of cost (first-in, first-out method) or market value. The reserve for obsolescence is based on management’s assessment of the amount of inventory that may become obsolete in the future and is determined based on our Company’s history, specific identification method, and consideration of prevailing economic and industry conditions.

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Inventories consist of the following:

	July 1,			December 31,
	2006			2005
	(in thousands)
Finished goods	$	2,487		$	1,867
Work in progress		1,272			467
Raw materials		10,976			12,460
Less reserve for obsolescence		(513	)		(813	)
	$	14,222		$	13,981

3. Shareholders’ Equity

Initial Public Offering

On June 27, 2006, the SEC declared our Company’s registration statement on Form S-1 effective, and our Company completed an initial public offering (“IPO”) of 8,823,529 shares of its common stock at a price of $14.00 per share. Our Company’s common stock began trading on The Nasdaq National Market under the symbol “PGTI” on June 28, 2006. After underwriting discounts of approximately $8.6 million and estimated transaction costs of approximately $2.5 million, net proceeds received by the Company on July 3, 2006, were $112.3 million. The proceeds of $114.8 million, after deducting underwriting fees, were recorded as a subscriptions receivable in the accompanying condensed consolidated balance sheet for the six months ended July 1, 2006. The subscriptions receivable at July 1, 2006 is reflected as a noncurrent asset in the accompanying consolidated balance sheet because the subscriptions receivable was collected in cash subsequent to the end of the period, and the proceeds were used to liquidate a noncurrent liability. Our Company used net IPO proceeds, together with cash on hand, to repay $137.0 of borrowings under our senior secured credit facilities resulting in total long-term debt outstanding of $183.0 million. (See Note 7.)

Our Company granted the underwriters an option to purchase up to an additional 1,323,529 shares of common stock at the IPO price, which the underwriters exercised in full on July 27, 2006. After underwriting discounts of approximately $1.3 million, aggregate net proceeds received by the Company on August 1, 2006 were $17.2 million. We expect to use these net proceeds to repay a portion of its outstanding debt.

In conjunction with the IPO, our Company’s stockholders approved an amendment and restatement of the Company’s certificate of incorporation. The amended and restated certificate of incorporation provides that the Company is authorized to issue 200.0 million shares of common stock, par value $0.01 per share, and 10.0 million shares of preferred stock, par value $0.01 per share.

Special Cash Dividends

On February 17, 2006, our Company paid a special cash dividend to our stockholders of $83.5 million. In connection with the payment of this dividend, our Company also made a compensatory cash payment of $26.9 million to stock option holders (including applicable payroll taxes of $0.5 million) in-lieu of adjusting exercise prices, that was recorded as stock compensation expense in the accompanying condensed consolidated statements of operations for the six months ended July 1, 2006.

4. NET (LOSS) INCOME PER COMMON SHARE

Net (loss) income per common share (“EPS”) is calculated in accordance with SFAS No. 128, “Earnings per Share,” which requires the presentation of basic and diluted EPS. Basic EPS is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of common stock equivalents. Our Company’s weighted average shares outstanding excludes 2.0 million options for the six months ended July 1, 2006 because their effects were anti-dilutive.

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The table below presents a reconciliation of weighted average common shares used in the calculation of basic and diluted EPS for our Company:

	For the Three				For the Six
	Months Ended				Months Ended
	July 1,		July 2,		July 1,		July 2,
	2006		2005		2006		2005
Weighted average common shares for basic EPS		16,150,776		15,720,351		15,950,129		15,720,351
Effect of dilutive stock options		2,022,656		1,501,126		—		1,501,126
Weighted average common and common equivalent shares for diluted EPS		18,173,432		17,221,477		15,950,129		17,221,477

5. STOCK COMPENSATION

On January 29, 2004, our Company adopted the JLL Window Holdings, I nc. 2004 Stock Incentive Plan (the “2004 Plan”), whereby stock-based awards may be granted by the Board of Directors (the Board) to officers, key employees, consultants and advisers of our Company.

In conjunction with the acquisition of PGT Holding Company, our Company rolled over 2.9 million option shares belonging to option holders of the acquired entity. These options have a ten year term and are fully vested. Of these options, 1.1 million have an exercise price of $0.38 per share, and 1.8 million have an exercise price of $1.51 per share.

Also in conjunction with the acquisition, our Company granted 1.6 million option shares to key employees. These options have a ten-year life, fully vest after five years and have an accelerated vesting based on achievement of certain financial targets over three years, with an exercise price of $8.64 per share. On July 5, 2005, and November 30, 2005, our Company granted 0.5 million and 0.2 million option shares, respectively. These options have a ten-year life, fully vest after five years, and have accelerated vesting based on certain financial targets over three years, with an exercise price of $8.64 and $12.84 per share, respectively. There were 36,413 shares of restricted stock granted under the 2004 plan during the first six months of 2006. There are 137,094 shares available for grant under the 2004 Plan at July 1, 2006.

On June 5, 2006, our Company adopted the 2006 Equity Incentive Plan (the “2006 Plan”) whereby equity-based awards may be granted by the Board to eligible non-employee directors, selected officers and other employees, advisors and consultants of our Company. There were 172,138 options and 25,713 shares of restricted stock granted under the 2006 Plan during the first six months of 2006. There are 2,802,149 shares available for grant under the 2006 Plan at July 1, 2006.

We adopted Statement of Financial Accounting Standards No. 123R, Share-Based Payment (SFAS 123R), on January 1, 2006. This statement is a fair-value approach for measuring stock-based compensation and requires us to recognize the cost of employee and non-employee directors services received in exchange for our Company’s equity instruments. Under SFAS 123R, we are required to record compensation expense over an award’s vesting period based on the award’s fair value at the date of grant. We have adopted SFAS 123R on a prospective basis; accordingly, our financial statements for periods prior to January 1, 2006, do not include compensation cost calculated under the fair value method.

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Prior to January 1, 2006, our Company applied Accounting Principles Board Opinion 25, Accounting for Stock issued to Employees (APB 25), and therefore recorded the intrinsic value of stock-based compensation as expense. Under APB 25, compensation cost was recorded only to the extent that the exercise price was less than the fair value of our Company’s stock on the date of grant. No compensation expense was recognized in previous financial statements under APB 25. Additionally, our Company reported the pro forma impact of using a fair value based approach to valuing stock options under the Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (SFAS 123).

Stock options granted prior to our Company’s initial public offering were valued using the minimum value method in the pro-forma disclosures required by SFAS 123. The minimum value method excludes volatility in the calculation of fair value of stock based compensation. In accordance with SFAS No. 123R, options that were valued using the minimum value method, for purposes of pro forma disclosure under SFAS 123, must be transitioned to SFAS 123R using the prospective method. As a result, these options will continue to be accounted for under the same accounting principles (recognition and measurement) originally applied to those awards in the income statement, which for our Company was APB 25. Accordingly, the adoption of SFAS 123R did not result in any compensation cost being recognized for these options. Additionally, pro forma information previously required under SFAS 123 and SFAS 148 will no longer be presented for these options.

The compensation cost that was charged against income for stock compensation plans was approximately $12,000 for the first six months of 2006. The total income tax benefit recognized in the Condensed Consolidated Statements of Operations for share-based compensation arrangements was approximately $5,000 for the first six months of 2006.

The fair value of each stock option grant was estimated on the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions used for grants under the 2006 Plan in the first six months of 2006: dividend yield of 0%, expected volatility of 34.5%, risk-free interest rate of 5.2%, and expected life of 7 years.

Stock Options

A summary of the status of our Company’s stock options as of July 1, 2006, and the change during 2006 is presented below:

	Number of Shares			Weighted
	Underlying			Average
	Options			Exercise Price
	(in thousands)
Outstanding at December 31, 2005		4,982		$	4.43
Granted		—			—
Exercised		—			—
Cancelled		(44	)		8.64
Outstanding at April 1, 2006		4,938		$	4.39
Granted		172			14.00
Exercised		—			—
Cancelled		—			—
Outstanding at July 1, 2006		5,110		$	4.72

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The following table summarizes information about employee stock options outstanding at July 1, 2006 (options are in thousands):

	Options Outstanding					Options Exercisable
			Weighted Average					Weighted Average
	Outstanding at				Remaining	Exercisable at				Remaining
	July 1,		Exercise		Contractual	July 1,		Exercise		Contractual
Exercise Prices	2006		Price		Life	2006		Price		Life
$  0.38		1,122	$	0.38	7.6 yrs.		1,122	$	0.38	7.6 yrs.
1.51		1,750		1.51	7.6 yrs.		1,750		1.51	7.6 yrs.
8.64		1,882		8.64	8.0 yrs.		581		8.64	7.6 yrs.
12.84		184		12.84	9.5 yrs.		—		—		—
14.00		172		14.00	10.0 yrs.		—		—

The weighted-average fair value of options granted under the 2006 Plan during the first six months of 2006 was $6.61. The aggregate intrinsic value of options outstanding and of options exercisable for the three months ended July 1, 2006 was $56.6 million and $46.5 million, respectively.

As of July 1, 2006, there was $1.1 million of total unrecognized compensation cost related to non-vested stock option compensation arrangements granted under our Company’s 2006 Plan. That cost is expected to be recognized in earnings straight-line over a weighted-average period of 3 years.

Non-Vested Restricted Share Awards

On June 27, 2006, our Company granted restricted stock to three employees and three directors. The directors’ awards vest in equal annual installments over three years and the employees’ awards fully vest in three years, each assuming continued service to the Company. The fair market value of the award at the time of the grant is amortized as expense over the period of vesting. Recipients of restricted shares possess all incidents of ownership of such restricted shares, including the right receive dividends with respect to such shares and the right to vote such shares. The fair value of restricted share awards is determined based on the market value of our Company’s shares on the grant date. During the quarter ended July 1, 2006, our Company granted 62,126 share awards (of which 25,713 shares were granted to non-employee directors) at a weighted average fair value of $14.00 on the grant date.

A summary of the status of the our Company’s restricted shares as of July 1, 2006 and changes during the six-months then ended are presented below:

			Weighted Average
			Grant-Date Fair
Nonvested Share Awards	Shares		Value
	(in thousands)
Nonvested at December 31, 2005		—	$	—
Granted		62		14.00
Vested		—		—
Forfeited		—		—
Nonvested at July 1, 2006		62		14.00

As of July 1, 2006, there was $0.9 million of total unrecognized compensation cost related to non-vested restricted share awards. That cost is expected to be recognized in earnings straight-line over a weighted average period of 3 years.

No stock appreciation rights were outstanding as of July 1, 2006.

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6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets are as follows:

	July 1,			December 31,			Useful Life
	2006			2005			in Years
				(In thousands)
Unamortized intangible assets:
Goodwill	$	169,648		$	169,648		indefinite
Trademarks	$	62,500		$	62,600		indefinite
Amortized intangible assets, gross
Customer relationships		55,700			55,700			10
Supplier agreements		2,300			2,300
Noncompete agreements		4,469			4,469			2
Total amortized intangible assets, gross		62,469			62,469
Accumulated amortization:
Customer relationships		(13,497	)		(10,712	)
Supplier agreements		(2,300	)		(2,300	)
Noncompete agreements		(4,469	)		(4,297	)
Total accumulated amortization		(20,266	)		(17,309	)
Other intangible assets, net	$	104,703		$	107,760

7. LONG-TERM DEBT

On February 14, 2006, our Company entered into a second amended and restated $235 million senior secured credit facility and a $115 million second lien term loan due August 14, 2012, with a syndicate of banks. The senior secured credit facility is composed of a $30 million revolving credit facility and a $205 million first lien term loan due in quarterly installments of $0.5 million beginning May 14, 2006 and ending November 14, 2011 and a final payment of $193.2 million on February 14, 2012.

The term loans under the first lien term loan facility bear interest at a rate equal to an adjusted LIBOR rate plus 3.0% per annum or a base rate plus 2.0% per annum, at our option. The loans under the revolving credit facility bear interest initially, at our option (provided, that all swingline loans shall be base rate loans), at a rate equal to an adjusted LIBOR rate plus 2.75% per annum or a base rate plus 1.75% per annum, and the margins above LIBOR and base rate may decline to 2.00% for LIBOR loans and 1.00% for base rate loans if certain leverage ratios are met. A commitment fee equal to 0.50% per annum accrues on the average daily unused amount of the commitment of each lender under the revolving credit facility and such fee is payable quarterly in arrears. We are also required to pay certain other fees with respect to the senior secured credit facility including (i) letter of credit fees on the aggregate undrawn amount of outstanding letters of credit plus the aggregate principal amount of all letter of credit reimbursement obligations, (ii) a fronting fee to the letter of credit issuing bank and (iii) administrative fees. The second lien secured credit facility bears interest, at our option, at a rate equal to an adjusted LIBOR rate plus 7.0% per annum or a base rate plus 6.0% per annum. We are required to pay certain administrative fees under the second lien secured credit facility.

The first lien secured credit facility is secured by a perfected first priority pledge of all of the equity interests of our subsidiary and perfected first priority security interests in and mortgages on substantially all of our tangible and intangible assets and those of the guarantors, except, in the case of the stock of a foreign subsidiary, to the extent such pledge would be prohibited by applicable law or would result in materially

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adverse tax consequences, and subject to such other exceptions as are agreed. The senior secured credit facility contains a number of covenants that, among other things, restrict our ability and the ability of our subsidiaries to (i) dispose of assets; (ii) change our business; (iii) engage in mergers or consolidations; (iv) make certain acquisitions; (v) pay dividends or repurchase or redeem stock; (vi) incur indebtedness or guarantee obligations and issue preferred and other disqualified stock; (vii) make investments and loans; (viii) incur liens; (ix) engage in certain transactions with affiliates; (x) enter into sale and leaseback transactions; (xi) issue stock or stock options under certain conditions; (xii) amend or prepay subordinated indebtedness and loans under the second lien secured credit facility; (xiii) modify or waive material documents; or (xiv) change our fiscal year. In addition, under the senior secured credit facility, we are required to comply with specified financial ratios and tests, including a minimum interest coverage ratio, a maximum leverage ratio, and maximum capital expenditures.

The second lien secured credit facility was secured by a perfected second priority pledge of all of the equity interests of our subsidiary and perfected second priority security interests in and mortgages on substantially all of our tangible and intangible assets and those of the guarantors, except, in the case of the stock of a foreign subsidiary, to the extent such pledge would be prohibited by applicable law or would result in materially adverse tax consequences, and subject to such other exceptions as are agreed. The second lien secured credit facility contained a number of covenants that, among other things, restricted our ability and the ability of our subsidiaries to (i) dispose of assets; (ii) change our business; (iii) engage in mergers or consolidations; (iv) make certain acquisitions; (v) pay dividends or repurchase or redeem stock; (vi) incur indebtedness or guarantee obligations and issue preferred and other disqualified stock; (vii) make investments and loans; (viii) incur liens; (ix) engage in certain transactions with affiliates; (x) enter into sale and leaseback transactions; (xi) issue stock or stock options; (xii) amend or prepay subordinated indebtedness; (xiii) modify or waive material documents; or (xiv) change our fiscal year. In addition, under the senior secured credit facility, we were required to comply with specified financial ratios and tests, including a minimum interest coverage ratio, a maximum leverage ratio, and maximum capital expenditures.

Borrowings under the new senior secured credit facility and second lien secured credit facility were used to refinance our Company’s existing debt facility, pay a cash dividend to stockholders of $83.5 million, and make a cash payment of approximately $26.9 million (including applicable payroll taxes of $0.5 million) to stock option holders in connection with such dividend. Approximately $5.1 million of the cash payment to stock option holders was paid to employees whose other compensation is a component of cost of sales. In connection with the refinancing, our Company incurred estimated fees and expenses aggregating $4.5 million that are included as a component of other assets, net and amortized over the terms of the new senior secured credit facility. In the first quarter of 2006, the total cash payment to option holders and unamortized deferred financing costs of $4.6 million related to the prior credit facility were expensed and recorded as stock compensation expense and a component of interest expense, respectively.

Contractual future maturities of long-term debt outstanding as of July 1, 2006 are as follows:

2006	$	1,025
2007		2,050
2008		2,050
2009		2,050
2010		2,050
Thereafter		310,262
	$	319,487

Of the above future maturities, $115.0 million of the “Thereafter” category was paid using proceeds from the IPO (see Note 11).

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On September 19, 2005, our Company amended and restated our prior credit agreement with a bank. In connection with the amendment, our Company created a new tranche of term loans with an aggregate principal amount of $190.0 million. The proceeds were used to refinance the existing Tranche A and B debt, fund a $20 million dividend to our stockholders, and pay certain financing costs related to the amendment. These term loans were paid off with the proceeds from the debt entered into on February 14, 2006.

On an annual basis, our Company is required to compute excess cash flow, as defined in our credit and security agreement with the bank. In periods where there is excess cash flow, our Company is required to make prepayments in an aggregate principal amount determined through reference to a grid based on the leverage ratio. No such prepayments were required for the year ended December 31, 2005. The term note and line of credit require that our Company also maintain compliance with certain restrictive financial covenants, the most restrictive of which requires our Company to maintain a total leverage ratio, as defined in the debt agreement, of not greater than certain predetermined amounts. Our Company believes that we are in compliance with all restrictive financial covenants.

8. COMPREHENSIVE INCOME

A summary of the components of comprehensive income is as follows:

	For the Three Months Ended						For the Six Months Ended
	July 1, 2006			July 2, 2005			July 1, 2006			July 2, 2005
Net (loss) income	$	10,024		$	3,724		$	(4,052	)	$	8,515
Other comprehensive income (loss), net of taxes:
Amortization of ineffective interest rate swap		(78	)		—			(156	)		—
Change in fair value of interest rate swap, net of tax expense / (benefit) of $54 and $( 98) for the three months ended July 1, 2006 and July 2, 2005, and $54 and $352 for the six months ended July 1, 2005 and July 2, 2005, respectively		84			(153	)		84			215
Change in fair value of aluminum forward contracts, net of tax benefit of $752 and $990 for the three months ended July 1, 2006 and July 2, 2005, and $746 and $1,119 for the six months ended July 1, 2005 and July 2, 2005, respectively		(1,177	)		(1,548	)		(1,168	)		(1,750	)
Total other comprehensive loss		(1,171	)		(1,701	)		(1,240	)		(1,535	)
Comprehensive (loss) income	$	8,853		$	2,023		$	(5,292	)	$	6,980

9. COMMITMENTS AND CONTINGENCIES

Our Company is a party to various legal proceedings in the ordinary course of business. Although the ultimate disposition of those proceedings cannot be predicted with certainty, management believes the outcome of any claim that is pending or threatened, either individually or in the aggregate, will not have a materially adverse effect on our operations, financial position or cash flows.

10. INCOME TAX EXPENSE

Our effective combined federal and state tax rate was 38.8% and 38.7% for the second quarter and the six months ended July 1, 2006, respectively, and was 33.2% for the second quarter and the six months ended July 2, 2005. The increase in the effective tax rate was due to a reduction in the amount of North Carolina tax credits expected to be earned in 2006 compared to 2005.

11. SUBSEQUENT EVENT

Subsequent to the end of our second fiscal quarter, we repaid $137.0 million of long term debt through the use of the proceeds generated from our IPO of $114.8 million and cash on hand of $22.2 million. Following this debt repayment, total outstanding debt was $183.0 million. In connection with this repayment incurred $2.3 million in prepayment penalties and expensed $1.8 million of unamortized deferred financing costs.

On July 27,2006, the underwriters of our IPO exercised their over-allotment in full and, on August 1, 2006, purchased 1,323,529 additional shares that generated approximately $17.2 million in net proceeds which we expect to use to pay down long term debt.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto included in our registration statement on Form S-1 (File No. 333-132365) declared effective by the SEC on June 27, 2006.

This discussion and analysis includes forward-looking statements regarding, among other things, our financial condition and business strategy. Forward-looking statements provide our current expectations and projections about future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions, and other statements that are not historical facts. As a result, all statements other than statements of historical facts included in this discussion and analysis and located elsewhere in this document regarding the prospects of our industry and our prospects, plans, financial position, and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “could,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe,” or “continue,” or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not necessarily mean that a statement is not forward-looking.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this document. These forward-looking statements speak only as of the date of this document. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this document or to reflect the occurrence of unanticipated events except as may be required by applicable securities laws. Further information regarding factors, risks and uncertainties that could affect our financial and other results can be found in the risk factors section of our Form S-1 (File No. 333-132365) and in other reports filed by us with the Securities and Exchange Commission. Consequently, all forward-looking statements in this report are qualified by the factors, risks and uncertainties contained therein.

Overview

We are the leading U.S. manufacturer and supplier of residential impact-resistant windows and doors and pioneered the U.S. impact-resistant window and door industry in the aftermath of Hurricane Andrew in 1992. Our impact-resistant products, which are marketed under the WinGuard brand name, combine heavy-duty aluminum or vinyl frames with laminated glass to provide protection from hurricane-force winds and wind-borne debris by maintaining their structural integrity and preventing penetration by impacting objects. Impact-resistant windows and doors satisfy increasingly stringent building codes in hurricane-prone coastal states and provide an attractive alternative to shutters and other “active” forms of hurricane protection that require installation and removal before and after each storm. Our current market share in Florida, which is the largest U.S. impact-resistant window and door market, is significantly greater than that of any of our competitors. In addition to our core WinGuard product line, we offer a complete range of premium, made-to-order and fully customizable aluminum and vinyl windows and doors primarily targeting the non-impact-resistant market. We manufacture these products in a wide variety of styles, including single hung, horizontal roller, casement, and sliding glass doors and we also manufacture sliding panels used for enclosing screened-in porches. Our products are sold to both the residential new construction and home repair and remodeling end markets.

Our future results of operations will be affected by the following factors, some of which are beyond our control.

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Residential new construction

Our business is driven in part by residential new construction activity. According to the U.S. Census Bureau, U.S. housing starts were 1.96 million in 2004 and 2.07 million in 2005. According to The Freedonia Group and the Joint Center for Housing Studies of Harvard University, strong housing demand will continue to be supported over the next decade by new household formations, increasing homeownership rates, the size and age of the population, an aging housing stock (approximately 35% of existing homes were built before 1960), improved financing options for buyers and immigration trends.

Home repair and remodeling expenditures

Our business is also driven by the home repair and remodeling market. According to the U.S. Census Bureau, national home repair and remodeling expenditures have increased in 36 of the past 40 years. This growth is mainly the result of the aging U.S. housing stock, increasing homeownership rates and older homeowners’ electing to upgrade their existing residences rather than moving into a new home. The repair and remodeling component of window and door demand tends to be less cyclical than residential new construction and partially insulates overall window and door sales from the impact of residential construction cycles.

Adoption and Enforcement of Building Codes

In addition to coastal states that already have adopted building codes requiring wind-borne debris protection, we expect additional states to adopt and enforce similar building codes, which will further expand the market opportunity for our WinGuard line of impact-resistant products. The speed with which new states adopt and enforce these building codes may impact our growth opportunities in new geographical markets.

Cyclical market pressures

Our financial performance will be impacted by economic conditions nationally and locally in the markets we serve. Our operating results are subject to fluctuations arising from changes in supply and demand, as well as labor costs, demographic trends, interest rates, single family and multi-family housing starts, employment levels, consumer confidence, and the availability of credit to homebuilders, contractors and homeowners.

Sale of NatureScape

On February 20, 2006, we sold our NatureScape product line, which constituted approximately $18.8 million of sales in 2005.

Cost of materials

The prices of our primary raw materials, including aluminum, laminate and glass, are subject to volatility and affect our results of operations when prices rapidly rise or fall within a relatively short period of time.

Recapitalization transactions

On February 14, 2006, we entered into an amended and restated $235 million senior secured credit facility and a $115 million second lien senior secured credit facility. With the proceeds from those facilities, we refinanced $183.5 million under our prior credit facility, paid an $83.5 million dividend to shareholders, and made a $26.9 million cash compensatory payment to option holders (including applicable payroll taxes of $0.5 million) in lieu of adjusting exercise prices. We wrote off approximately $4.6 million of unamortized deferred financing costs related to the prior credit facility that was recorded as interest expense in the first quarter ended April 1, 2006. The $4.5 million of costs incurred in connection with the refinancing are included as a component of other assets, net and amortized over the terms of our new credit facilities.

Selling, general and administrative expense

In June 2006, we completed the IPO of our common stock. We will incur incremental expenses as a result of being a public company such as costs associated with our periodic reporting requirements and compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

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Recent Developments

Initial Public Offering

On June 27, 2006, the SEC declared our Company’s registration statement on Form S-1 effective, and our Company completed an initial public offering (“IPO”) of 8,823,529 shares of its common stock at a price of $14.00 per share. Our Company’s common stock began trading on The Nasdaq National Market under the symbol “PGTI” on June 28, 2006. After underwriting discounts of approximately $8.6 million and estimated transaction costs of approximately $2.5 million, net proceeds received by the Company on July 3, 2006, were $112.3 million. The proceeds of $114.8 million, after deducting underwriting fees, were recorded as a subscriptions receivable in the accompanying condensed consolidated balance sheet for the six months ended July 1, 2006. The subscriptions receivable at July 1, 2006 is reflected as a noncurrent asset in the accompanying consolidated balance sheet because the subscriptions receivable was collected in cash subsequent to the end of the period, and the proceeds were used to liquidate a noncurrent liability. Our Company used net IPO proceeds, together with cash on hand, to repay $137.0 of borrowings under our senior secured credit facilities resulting in total long-term debt outstanding of $183.0 million.

Our Company granted the underwriters an option to purchase up to an additional 1,323,529 shares of common stock at the IPO price, which the underwriters exercised in full on July 27, 2006. After underwriting discounts of approximately $1.3 million, aggregate net proceeds received by the Company on August 1, 2006 were $17.2 million. We expect to use these net proceeds to repay a portion of its outstanding debt.

Stock Split

On June 5, 2006, our board of directors and our stockholders approved a 662.07889-for-1 stock split of our common stock and approved increasing the number of shares of common stock that the Company is authorized to issue to 200.0 million.

After the stock split, effective June 6, 2006, each holder of record held 662.07889 shares of common stock for every 1 share held immediately prior to the effective date. As a result of the stock split, the board of directors also exercised its discretion under the anti-dilution provisions of our 2004 Stock Incentive Plan to adjust the number of shares underlying stock options and the related exercise prices to reflect the change in the per share value and outstanding shares on the date of the stock split. The effect of fractional shares is not material.

Following the effective date of the stock split, the par value of the common stock remained at $0.01 per share. As a result, we have increased the common stock in our consolidated balance sheets and statements of shareholders’ equity included herein on a retroactive basis for all of our Company’s periods presented, with a corresponding decrease to additional paid-in capital. All share and per share amounts and related disclosures have also been retroactively adjusted for all of our Company’s periods presented to reflect the 662.07889-for-1 stock split.

Adoption of SFAS 123(R)

We adopted Statement of Financial Accounting Standards No. 123R, Share-Based Payment (SFAS 123R), on January 1, 2006. This statement is a fair-value approach for measuring stock-based compensation and requires us to recognize the cost of employee services received in exchange for our company’s equity instruments. Under SFAS 123R, we are required to record compensation expense over an award’s vesting period based on the award’s fair value at the date of grant. We have adopted SFAS 123R on a prospective basis; accordingly, our financial statements for periods prior to January 1, 2006, do not include compensation cost calculated under the fair value method.

Prior to January 1, 2006, our Company applied Accounting Principles Board Opinion 25, Accounting for Stock issued to Employees (APB 25), and therefore recorded the intrinsic value of stock-based compensation as expense. Under APB 25, compensation cost was recorded only to the extent that the exercise price was less than the fair value of our Company’s stock on the date of grant. No compensation expense was recognized in previous financial statements under APB 25. Additionally, our Company reported the pro forma impact of using a fair value based approach to valuing stock options under the Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (SFAS 123).

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Stock options granted prior to our Company’s initial public offering were valued using the minimum value method in the pro-forma disclosures required by SFAS 123. The minimum value method excludes volatility in the calculation of fair value of stock based compensation. In accordance with SFAS No. 123R, options that were valued using the minimum value method, for purposes of pro forma disclosure under SFAS 123, must be transitioned to SFAS 123R using the prospective method. This means that these options will continue to be accounted for under the same accounting principles (recognition and measurement) originally applied to those awards in the income statement, which for our Company was APB 25. Accordingly, the adoption of SFAS 123R did not result in any compensation cost being recognized for these options. Additionally, pro forma information previously required under SFAS 123 and SFAS 148 will no longer be presented for these options.

There were 25,713 restricted stock awards granted to non-employee directors and 172,138 shares of stock options granted under the 2006 Plan during the first six months of 2006. There are 2,802,149 shares available for grant under the 2006 Plan at July 1, 2006. There were 36,413 shares of restricted stock granted under the 2004 plan during the first six months of 2006. There are 137,094 shares available under the 2004 plan at July 1, 2006. The compensation cost that was charged against income for stock compensation plans was $12,000 for the first six months of 2006. The total income tax benefit recognized in the Consolidated Statements of Operations for share-based compensation arrangements was $5,000 for the first six months of 2006. As of July 1, 2006, there was $1.1 million and $0.9 million of total unrecognized compensation cost related to non-vested stock option agreements and non-vested restricted share awards, respectively. These costs are expected to be recognized in earnings straight line over a weighted-average period of 3 years.

The fair value of each stock option grant was estimated on the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions used for grants under the 2006 Plan in the first six months of 2006: dividend yield of 0%, expected volatility of 34.5%, risk-free interest rate of 5.2%, and expected life of 7 years.

Critical Accounting Policies and Estimates

Critical accounting policies are those that both are important to the accurate portrayal of a company’s financial condition and results, and require subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

In order to prepare financial statements that conform to accounting principles generally accepted in the U.S., commonly referred to as GAAP, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Certain estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations.

We have identified the following accounting policies that require us to make the most subjective or complex judgments in order to fairly present our consolidated financial position and results of operations.

Revenue recognition

We recognize sales when all of the following criteria have been met: a valid customer order with a fixed price has been received; the product has been delivered and accepted by the customer; and collectibility is reasonably assured. All sales recognized are net of allowances for cash discounts and estimated returns, which are estimated using historical experience.

Allowance for doubtful accounts and related reserves

We extend credit to qualified dealers and distributors, generally on a non-collateralized basis. Accounts receivable are recorded at their gross receivable amount, reduced by an allowance for doubtful accounts that results in the receivable being recorded at estimated net realizable value. The allowance for doubtful accounts is based on management’s assessment of the amount which may become uncollectible in the future and is determined based on our write-off history, aging of receivables, specific identification of uncollectible accounts, and consideration of prevailing economic and industry conditions. Uncollectible accounts are charged off after repeated attempts to collect from the customer have been unsuccessful. The difference between actual write-offs and estimated reserves has not been material.

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Long-lived assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of long-lived assets to future undiscounted net cash flows expected to be generated, based on management estimates, in accordance with Statements of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Estimates made by management are subject to change and include such things as future growth assumptions, operating and capital expenditure requirements, asset useful lives and other factors, changes in which could materially impact the results of the impairment test. If such assets are considered to be impaired, the impairment recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell, and depreciation is no longer recorded.

Goodwill

The impairment evaluation for goodwill is conducted at the end of each fiscal year, or more frequently if events or changes in circumstances indicate that an asset might be impaired. The evaluation is performed by using a two-step process. In the first step, which is used to screen for potential impairment, the fair value of the reporting unit is compared with the carrying amount of the reporting unit, including goodwill. The estimated fair value of the reporting unit is determined using the discounted future cash flows method, based on management estimates. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, then a second step, which determines the amount of the goodwill impairment to be recorded must be completed. In the second step, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill (including any unrecognized intangible assets). The resulting implied fair value of the goodwill that results from the application of this second step is then compared to the carrying amount of the goodwill and an impairment charge is recorded for the difference. Estimation of fair value is dependent on a number of factors, including, but not limited to, interest rates, future growth assumptions, operations and capital expenditure requirements and other factors which are subject to change and could materially impact the results of the impairment tests. Unless our actual results differ significantly from those in our estimation of fair value, it would not result in an impairment of goodwill.

Warranties

We have warranty obligations with respect to most of our manufactured products. Obligations vary by product components. The reserve for warranties is based on our assessment of the costs that will have to be incurred to satisfy warranty obligations on recorded net sales. The reserve is determined after assessing our warranty history and specific identification of our estimated future warranty obligations.

Derivative instruments

We account for derivative instruments in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS No. 133”). SFAS No. 133 requires us to recognize all of our derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, a cash flow hedge or a hedge of a net investment in a foreign operation.

All derivative instruments currently utilized by us are designated and accounted for as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk). SFAS No. 133 provides that the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument be reported as a component of other comprehensive income and be reclassified into earnings in the same period or periods during which the transaction affects earnings. The remaining gain or loss on the derivative instrument, if any, must be recognized currently in earnings.

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The following table summarizes information about employee stock options outstanding at July 1, 2006 (options are in thousands):

Results of Operations

Second quarter ended July 1, 2006 compared with the second quarter ended July 2, 2005

Overview

In the second quarter ended July 1, 2006, our operating results were driven by continued increased demand for our WinGuard windows and doors, a price increase across most of our product lines enacted in the first quarter of 2006, and improved operating efficiencies. As a result, net sales increased 39% in the second quarter ended July 1, 2006 and gross margin percentage was 43.3% for the second quarter ended July 1, 2006, compared to 35.1% in the same quarter of 2005. Selling, general and administrative expenses for the second quarter ended July 1, 2006, increased $5.3 million from the second quarter of 2005, mainly to support our increase in net sales; however, as a percent of net sales, our selling, general and administrative expenses improved to 21.9%, compared to 23.6% for the second quarter of 2005.

Net sales

Net sales for the second quarter ended July 1, 2006 were $108.7 million, a $30.5 million, or 39%, increase over net sales of $78.2 million for the second quarter ended July 2, 2005. The following table shows net sales classified by major product category (in millions):

	Second Quarter Ended
	July 1, 2006					July 2, 2005
	Sales		% of Sales			Sales		% of Sales			% Growth
WinGuard Windows and Doors	$	71.6		65.9	%	$	40.4		51.6	%		77.3	%
Other Window and Door Products	$	37.1		34.1	%	$	37.8		48.4	%		- 2.0	%
Total	$	108.7		100.0	%	$	78.2		100.0	%		39.0	%

Net sales of WinGuard Windows and Doors were $71.6 million for the second quarter ended July 1, 2006, an increase of $31.2 million, or 77.3%, from $40.4 million in net sales for the second quarter ended July 2, 2005. This growth was due to increased sales volume of our WinGuard products and the effect of a 9% price increase implemented during the first quarter. Demand for WinGuard products is driven by increased enforcement of strict building codes mandating the use of impact-resistant products, increased consumer and homebuilder awareness of the advantages provided by impact-resistant windows and doors over “active” forms of hurricane protection, and our successful marketing efforts, including a television advertising campaign which began running in March of 2006. As a result of the great number of different products we make and the wide variety of custom features offered (approximately 2,700 different products offered each day), as well as the fact that price increases are introduced at different times for different customers based on their order patterns, we are unable to separately quantify the impact of price and volume increases on our increased net sales. We track our sales volume based on our customer orders, which typically comprise multiple openings (with each opening representing an opening in the wall of a home into which one or more of our windows or doors are installed). We are currently unable to convert sales on a per-opening basis into sales on a per-product basis; however, we are currently in the process of developing internal reporting procedures to enable us to track sales on a per-product basis.

Net sales of Other Window and Door Products were $37.1 million for the second quarter ended July 1, 2006, a decrease of $0.7 million, or 2.0%, from $37.8 million in net sales for the second quarter ended July 2, 2005. This decrease was primarily driven by a discontinuation of certain products, including NatureScape, resulting in a reduction of net sales of $6.0 million when compared to the second quarter ended July 2, 2005. We discontinued these products because they generated lower margins and had less attractive growth prospects as compared to our other product lines. In addition, discontinuation of these products allowed us to increase manufacturing capacity for our higher margin WinGuard products in our North Carolina facility. The effect of these product line discontinuations was offset in part by growth in our Multi-Story products and the net impact of year-over-year price increases.

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Gross margin

Gross margin was $47.1 million for the second quarter ended July 1, 2006, an increase of $19.7 million, or 71.8%, from $27.4 million for the second quarter ended July 2, 2005. This growth was largely due to higher sales volume of our WinGuard windows and doors, which increased as a percentage of our total net sales to 65.9%, compared to 51.6% in the second quarter of 2005, increased prices across most of our product lines and improved manufacturing efficiencies. The gross margin percentage was 43.3% for the second quarter ended July 1, 2006, an increase of 820 basis points from 35.1% for the second quarter ended July 2, 2005.

Selling, general, and administrative expenses

Selling, general, and administrative expenses were $23.8 million for the second quarter ended July 1, 2006, an increase of $5.3 million, from $18.5 million for the second quarter ended July 2, 2005. This increase was mainly due to additional sales and marketing expenses to support our volume growth in WinGuard and MultiStory Products, including the launch of a television advertising campaign in March of 2006, as well as an increase in accrued performance based compensation. As a percentage of sales, selling, general and administrative expenses decreased by 170 basis points during the second quarter of 2006 to 21.9% compared to 23.6% for the second quarter of 2005. This decrease was due to the fact that certain fixed expenses, such as support and administrative costs, grew at a slower rate relative to the increase in net sales.

Interest expense

Interest expense was $7.3 million for the second quarter ended July 1, 2006, an increase of $4.1 million from $3.2 million for the second quarter ended July 2, 2005. This increase was due to a higher average debt level of $319.7 million for the second quarter ended July 1, 2006 associated with our debt refinancing on February 14, 2006 as described under the Liquidity and Capital Resources section of this report, as compared to an average debt level of $162.9 million for the second quarter ended July 2, 2005, as well as higher LIBOR rates.

Income tax expense

Our effective combined federal and state tax rate was 38.8% for the second quarter ended July 1, 2006 and 33.2% for the second quarter ended July 2, 2005. The increase in the effective tax rate was due to a reduction in the amount of North Carolina tax credits expected to be earned in 2006 compared to 2005.

Six months ended July 1, 2006 compared with the six months ended July 2, 2005

Overview

In the six months ended July 1, 2006, our operating results were primarily driven by strong sales growth largely resulting from increased demand for our WinGuard windows and doors, price increases across most of our product lines, and improved operating efficiencies. As a result, net sales increased 30.1% in the sixth month period ended July 1, 2006 and gross margin percentage for the six months ended July 1, 2006 was 40.4%, compared to 36.3% in the same period of 2005. Selling, general and administrative expenses for the six months ended July 1, 2006, increased $7.7 million compared to the six months ended July 2, 2005, mainly to support our increase in net sales; however, as a percent of net sales, our selling, general and administrative expense improved to 22.3%, compared to 24.1% for the six months of 2005. Our operating results were negatively impacted by $26.9 million of stock compensation expense resulting from amounts paid to stock option holders in lieu of adjusting exercise prices in connection with the dividend paid to shareholders in February 2006.

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Net sales

Net sales for the six months ended July 1, 2006 were $205.0 million, a $47.6 million, or 30.1%, increase over net sales of $157.6 million for the six months ended July 2, 2005. The following table shows net sales classified by major product category (in millions):

	Six Months Ended
	July 1, 2006					July 2, 2005
	Sales		% of Sales			Sales		% of Sales			% Growth
WinGuard Windows and Doors	$	131.8		64.3	%	$	79.7		50.6	%		65.3	%
Other Window and Door Products	$	73.2		35.7	%	$	77.9		49.4	%		-5.9	%
Total	$	205.0		100.0	%	$	157.6		100.0	%		30.1	%

Net sales of WinGuard Windows and Doors were $131.8 million for the six months ended July 1, 2006, an increase of $52.1 million, or 65.3%, from $79.7 million in net sales for the six months ended July 2, 2005. This growth was due to higher sales volume and the effect of a 9% price increase implemented during the first half of the year. Demand for WinGuard products is driven by increased enforcement of strict building codes mandating the use of impact-resistant products, increased consumer and homebuilder awareness of the advantages provided by impact-resistant windows and doors over “active” forms of hurricane protection, and our successful marketing efforts, including a television advertising campaign which began running in March of 2006.

Net sales of Other Window and Door Products were $73.2 million for the six months ended July 1, 2006, a decrease of $4.7 million, or 5.9%, from $77.9 million in net sales for the six months ended July 2, 2005. This decrease was primarily driven by a discontinuation of certain products, including NatureScape, resulting in a reduction of net sales of $8.3 million when compared to the six months ended July 2, 2005. We discontinued these products because they generated lower margins and had less attractive growth prospects as compared to our other product lines. In addition, discontinuation of these products allowed us to increase manufacturing capacity for our higher margin WinGuard products in our North Carolina facility. The effect of these product line discontinuations was offset in part by a 345% growth, or $9.0 million increase, in our Multi-Story products and the net impact of year over year price increases.

Gross margin

Gross margin was $82.8 million for the six months ended July 1, 2006, an increase of $25.7 million, or 44.9%, from $57.1 million for the six months ended July 2, 2005. This growth was largely due to higher sales volume of our WinGuard windows and doors, which increased as a percentage of our total net sales to 64.3%, compared to 50.6% in the six months of 2005, increased prices across most of our product lines and improved manufacturing efficiencies. The gross margin percentage was 40.4% for the six months ended July 1, 2006, an increase of 410 basis points from 36.3% for the six months ended July 2, 2005.

Selling, general, and administrative expenses

Selling, general, and administrative expenses were $45.7 million for the six months ended July 1, 2006, an increase of $7.7 million, from $38.0 million for the six months ended July 2, 2005. This increase was mainly due to additional sales and marketing expenses pertaining to WinGuard, including the launch of a television advertising campaign in March of 2006 as well as an increase in accrued performance based compensation. As a percentage of sales, selling, general and administrative expenses decreased by 180 basis points during the six months of 2006 to 22.3% compared to 24.1% for the six months ended July 2, 2005. This decrease was due to the fact that certain fixed expenses, such as support and administrative costs, grew at a slower rate relative to the increase in net sales.

Stock compensation expense

For the six months ended July 1, 2006, stock compensation expense of $26.9 million was recorded, relating to a payment to option holders in lieu of adjusting exercise prices in connection with the payment of a dividend to shareholders in February 2006. No such expense occurred in the six months ended July 2, 2005.

Interest expense

Interest expense was $17.6 million for the six months ended July 1, 2006, an increase of $11.3 million from $6.3 million for the six months ended July 2, 2005. The increase was due to a $4.6 million write-off of previously deferred financing costs in connection with our debt refinancing on February 14, 2006, and the increase in our average debt levels to $274.3 million for the six months ended July 1, 2006 associated with our debt financing on February 14, 2006 as described under the Liquidity and Capital Resources section of this report, as compared to $164.7 million for the six months ended July 2, 2005, as well as higher LIBOR rates.

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Income tax expense

Our effective combined federal and state tax rate was 38.7% for the six months ended July 1, 2006 and 33.2% for the six months ended July 2, 2005. The increase in the effective tax rate was due to a reduction in the amount of North Carolina tax credits expected to be earned in 2006 compared to 2005.

Liquidity and Capital Resources

Our primary capital requirements are to fund working capital needs, meet required debt payments, including debt service payments on our credit facilities, to fund capital expenditures, and to pay dividends, if any, on our common stock. Capital resources have primarily consisted of cash flows from operations and borrowings under our credit facilities.

Consolidated Cash Flows

Operating activities. Cash flows provided by operating activities were $6.9 million for the six months ended July 1, 2006, compared to cash flows provided by operating activities of $10.9 million for the six months ended July 2, 2005. This decrease in cash flows from operating activities of $4.0 million was primarily due to a cash compensatory payment of $26.9 million made to option holders in lieu of adjusting exercise prices in connection with the payment of dividends to shareholders in February 2006. This cash compensatory payment was substantially offset by improved profitability and, to a lesser extent, lower working capital requirements in 2006.

Days sales outstanding improved to 40 at the end of the second quarter of 2006 from 50 at the end of 2005 as our customers in Southeast Florida have recovered from the temporary disruptions caused by hurricanes in 2005.

Investing activities. Cash flows used in investing activities were $18.5 million for the six months ended July 1, 2006, compared to $7.4 million for the six months ended July 2, 2005. The increase in cash flows used in investing activities was mainly due to the purchase of a 393,000 square foot facility in Salisbury, North Carolina in February 2006 plus related building improvements. We are in the process of moving our current North Carolina operations in Lexington into our new facility and plan to sell the Lexington facility upon completion of this move.

Financing activities. Cash flows provided by financing activities were $48.0 million for the six months ended July 1, 2006, compared to cash flows used in financing activities of $3.0 million for the six months ended July 2, 2005. The increase in cash flows of $51.0 million was due to the proceeds from the refinancing completed in February 2006 of $320 million, offset by the repayment of debt totaling $184.0 million, a dividend to shareholders in February 2006 of $83.5 million, and the payment of financing costs related to the refinancing of $4.5 million. During the six months ended July 2, 2005, $6.0 million of cash was used to pay down the outstanding balance on long term debt.

Capital Resources. On February 14, 2006, our Company entered into a second amended and restated $235 million senior secured credit facility and a $115 million second lien term loan due August 14, 2012, with a syndicate of banks. The senior secured credit facility is composed of a $30 million revolving credit facility and a $205 million first lien term loan due in quarterly installments of $0.5 million beginning May 14, 2006 and ending November 14, 2011 and a final payment of $193.2 million on February 14, 2012.

The term loans under the first lien term loan facility bear interest, at our option, at a rate equal to an adjusted LIBOR rate plus 3.0% per annum or a base rate plus 2.0% per annum. The loans under the revolving credit facility bear interest initially, at our option (provided, that all swingline loans shall be base rate loans), at a rate equal to an adjusted LIBOR rate plus 2.75% per annum or a base rate plus 1.75% per annum, and the margins above LIBOR and base rate may decline to 2.00% for LIBOR loans and 1.00% for base rate loans if certain leverage ratios are met. A commitment fee equal to 0.50% per annum accrues on the average daily unused amount of the commitment of each lender under the revolving credit facility and such fee is payable quarterly in arrears. We are also required to pay certain other fees with respect to the senior secured credit facility including (i) letter of credit fees on the aggregate undrawn amount of outstanding letters of credit plus the aggregate principal amount of all letter of credit reimbursement obligations, (ii) a fronting fee to the letter of credit issuing bank and (iii) administrative fees. The second lien secured credit facility bears interest, at our option, at a rate equal to an adjusted LIBOR rate plus 7.0% per annum or a base rate plus 6.0% per annum. We are required to pay certain administrative fees under the second lien secured credit facility.

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The first lien secured credit facility is secured by a perfected first priority pledge of all of the equity interests of our subsidiary and perfected first priority security interests in and mortgages on substantially all of our tangible and intangible assets and those of the guarantors, except, in the case of the stock of a foreign subsidiary, to the extent such pledge would be prohibited by applicable law or would result in materially adverse tax consequences, and subject to such other exceptions as are agreed. The senior secured credit facility contains a number of covenants that, among other things, restrict our ability and the ability of our subsidiaries to (i) dispose of assets; (ii) change our business; (iii) engage in mergers or consolidations; (iv) make certain acquisitions; (v) pay dividends or repurchase or redeem stock; (vi) incur indebtedness or guarantee obligations and issue preferred and other disqualified stock; (vii) make investments and loans; (viii) incur liens; (ix) engage in certain transactions with affiliates; (x) enter into sale and leaseback transactions; (xi) issue stock or stock options of our subsidiary; (xii) amend or prepay subordinated indebtedness and loans under the second lien secured credit facility; (xiii) modify or waive material documents; or (xiv) change our fiscal year. In addition, under the first lien secured credit facility, we are required to comply with specified financial ratios and tests, including a minimum interest coverage ratio, a maximum leverage ratio, and maximum capital expenditures.

The second lien secured credit facility was secured by a perfected second priority pledge of all of the equity interests of our subsidiary and perfected second priority security interests in and mortgages on substantially all of our tangible and intangible assets and those of the guarantors, except, in the case of the stock of a foreign subsidiary, to the extent such pledge would be prohibited by applicable law or would result in materially adverse tax consequences, and subject to such other exceptions as are agreed. The second lien secured credit facility contained a number of covenants that, among other things, restricted our ability and the ability of our subsidiaries to (i) dispose of assets; (ii) change our business; (iii) engage in mergers or consolidations; (iv) make certain acquisitions; (v) pay dividends or repurchase or redeem stock; (vi) incur indebtedness or guarantee obligations and issue preferred and other disqualified stock; (vii) make investments and loans; (viii) incur liens; (ix) engage in certain transactions with affiliates; (x) enter into sale and leaseback transactions; (xi) issue stock or stock options under certain conditions; (xii) amend or prepay subordinated indebtedness; (xiii) modify or waive material documents; or (xiv) change our fiscal year. In addition, under the second lien secured credit facility, we were required to comply with specified financial ratios and tests, including a minimum interest coverage ratio, a maximum leverage ratio, and maximum capital expenditures.

Borrowings under the new senior secured credit facility and second lien secured credit facility on February 14, 2006, were used to refinance our Company’s existing debt facility, pay a cash dividend to stockholders of $83.5 million, and make a cash payment of approximately $26.9 million (including applicable payroll taxes of $0.5 million) to stock option holders in lieu of adjusting exercise prices in connection with such dividend. In connection with the refinancing, our Company incurred estimated fees and expenses aggregating $4.5 million that will be included as a component of other assets, net and amortized over the terms of the new senior secured credit facilities. In the six months of 2006, the total cash payment to option holders and unamortized deferred financing costs of $4.6 million related to the prior credit facility were expensed and recorded as stock compensation expense and a component of interest expense, respectively.

Based on our ability to generate cash flows from operations and our borrowing capacity under the revolver under the senior secured credit facility, we believe we will have sufficient capital to meet our short-term and long-term needs, including our capital expenditures and our debt obligations in 2006. Our Company used net IPO proceeds, together with cash on hand, to repay $137.0 of borrowings under our senior secured credit facilities resulting in total long-term debt outstanding of $183.0 million.

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Our Company granted the underwriters an option to purchase up to an additional 1,323,529 shares of common stock at the IPO price, which the underwriters exercised in full on July 27, 2006. After underwriting discounts of $1.3 million, aggregate net proceeds received by the Company on August 1, 2006, were $17.2 million. We expect to use these net proceeds to repay a portion of our outstanding debt.

Capital Expenditures. Capital expenditures vary depending on prevailing business factors, including current and anticipated market conditions. For the six months ended July 1, 2006 and July 2, 2005, capital expenditures were $18.6 million and $7.4 million, respectively. We anticipate that cash flows from operations and liquidity from the revolving credit facility will be sufficient to execute our business plans. We anticipate our capital expenditures to be approximately $30.0 million in 2006, which includes expenditures of approximately $18.0 million in connection with our facility expansion in North Carolina.

New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes.” FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. In addition, FIN 48 clearly scopes out income taxes from Financial Accounting Standards Board Statement No. 5, Accounting for Contingencies. FIN 48 applies to all tax positions related to income taxes subject to Financial Accounting Standards Board Statement No. 109, Accounting for Income Taxes. FIN 48 is effective for fiscal years beginning after December 15, 2006. Differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts reported after adoption are accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. The cumulative effect adjustment would not apply to those items that would not have been recognized in earnings. We believe that the adoption of FIN 48 will not have a material impact on our Company’s financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We experience changes in interest expense when market interest rates change. Changes in our debt could also increase these risks. Based on debt outstanding at July 1, 2006, a 25 basis point increase in interest rates would result in approximately $0.8 million of additional interest costs annually. As adjusted for the application of proceeds from the initial public offering and cash from operations, a 25 basis point increase in interest rates would result in approximately $0.4 million of additional interest costs annually.

We utilize derivative financial instruments to hedge price movements of our aluminum materials. As of July 1, 2006, we covered 70% of our anticipated needs for 2006. Short term changes in the cost of aluminum, which can be significant, are sometimes passed on to our customers through price increases, however there can be no guarantee that we will be able to continue to pass such price increases to our customers or that price increases will not negatively impact sales volume, thereby adversely impacting operating income.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. Our management, including our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) were effective.

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Changes in Internal Control over Financial Reporting. During the period covered by this report, there have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect to claims and lawsuits. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our financial position or results of operations.

Although our business and facilities are subject to federal, state and local environmental regulation, environmental regulation does not have a material impact on our operations. We believe that our facilities are in material compliance with such laws and regulations. As owners and lessees of real property, we can be held liable for the investigation or remediation of contamination on such properties, in some circumstances without regard to whether we knew of or were responsible for such contamination. Our current expenditures with respect to environmental investigation and remediation at our facilities are minimal, although no assurance can be provided that more significant remediation may not be required in the future as a result of spills or releases of petroleum products or hazardous substances or the discovery of unknown environmental conditions.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in our registration statement on Form S-1 (File No. 333-132365) declared effective by the SEC on June 27, 2006, which could materially affect our business, financial condition or future results. The risks described in such registration statement on Form S-1 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On June 27, 2006, our Company issued an aggregate of 36,413 shares of restricted common stock to Herman Moore, Jeffrey T. Jackson, and Mario Ferrucci III pursuant to our Company's 2004 Stock Incentive Plan, and an aggregate of 25,713 shares of restricted common stock to Richard D. Feintuch, Floyd F. Sherman, Randy L. White under its 2006 Equity Incentive Plan.

Also on June 27, 2006, our Company granted stock options to employees under its 2006 Equity Incentive Plan, covering an aggregate of 172,138 shares. All such options were granted at an exercise price of $14.00 per share.

Use of Proceeds

On June 27, 2006, the SEC declared our Company’s registration statement on Form S-1 (File No. 333-132365) effective, and our Company completed an initial public offering of 8,823,529 shares of its common stock at a price of $14.00 per share for an aggregate offering price of $123.5 million. Aggregate underwriting discounts and commissions were $8.6 million. Our Company’s common stock began trading on The Nasdaq National Market under the symbol “PGTI” on June 28, 2006.

Our Company granted the underwriters an option to purchase an additional 1,323,529 shares of common stock at the IPO price, which the underwriters exercised in full on July 27, 2006.

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The exercise of the over-allotment option increased the aggregate offering price and aggregate underwriting discounts and commissions to $142.0 million and $9.9 million, respectively.

Deutsche Bank Securities Inc. and J. P. Morgan Securities, Inc. were the joint book-running managers of this offering. JMP Securities LLC, Raymond James & Associates, Inc., and SunTrust Capital Markets, Inc. acted as co-managers.

After aggregate underwriting discounts of $9.9 million and estimated aggregate transaction costs of $2.5 million, aggregate net proceeds to the Company were $129.6 million. Our Company used the net proceeds from the IPO, together with cash on hand, to repay a portion of its outstanding debt.

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

On June 5, 2006, our stockholders, acting by written consent of the majority of the shares of common stock, approved an amendment to our certificate of incorporation to effect a 662.07889-for-1 split of our common stock. In addition, our stockholders approved the adoption of our 2006 Equity Incentive Plan and approved an amendment and restatement to our certificate of incorporation in connection with our IPO. These actions were effected in compliance with Section 228 of the General Corporation Law of the State of Delaware.

Item 5. Other Information

     None.

Item 6 — Exhibits

The following items are attached or incorporated herein by reference:

3.1	Form of Amended and Restated Certificate of Incorporation of PGT, Inc. (incorporated herein by reference to Exhibit 3.1 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
3.2	Form of Amended and Restated By-Laws of PGT, Inc. (incorporated herein by reference to Exhibit 3.2 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
4.1	Form of Specimen Certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on May 26, 2006, Registration No. 333-132365)
4.2*	Amended and Restated Security Holders’ Agreement, by and among PGT, Inc., JLL Partners Fund IV, L.P., and the stockholders named therein, dated as of June 27, 2006
10.1	Second Amended and Restated Credit Agreement dated as of February 14, 2006 among PGT Industries, Inc., as Borrower, JLL Window Holdings, Inc. and the other Guarantors party thereto, as Guarantors, the lenders party thereto, UBS Securities LLC, as Arranger, Bookmanager, Co-Documentation Agent and Syndication Agent, UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent, UBS Loan Finance LLC, as Swingline Lender and General Electric Capital Corporation, as Co-Documentation Agent (incorporated herein by reference to Exhibit 10.1 to Amendment No. 1 to the Registration

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	Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.2	Second Lien Credit Agreement dated as of February 14, 2006 among PGT Industries, Inc., as Borrower, JLL Window Holdings, Inc. and the other Guarantors party thereto, as Guarantors, the lenders party thereto, UBS Securities LLC, as Arranger, Bookmanager, Co-Documentation Agent and Syndication Agent, UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent and General Electric Capital Corporation, as Co-Documentation Agent (incorporated herein by reference to Exhibit 10.2 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.3	Amended and Restated Pledge and Security Agreement dated as of February 14, 2006, by PGT Industries, Inc., JLL Window Holdings, Inc. and the other Guarantors party thereto in favor of UBS AG, Stamford Branch, as First Lien Collateral Agent (incorporated herein by reference to Exhibit 10.3 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.4	Second Lien Pledge and Security Agreement dated as of February 14, 2006, by PGT Industries, Inc., JLL Window Holdings, Inc. and the other Guarantors party thereto in favor of UBS AG, Stamford Branch, as Second Lien Collateral Agent (incorporated herein by reference to Exhibit 10.4 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.5	PGT, Inc. 2004 Stock Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.6	Form of PGT, Inc. 2004 Stock Incentive Plan Stock Option Agreement (incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.7	Form of PGT, Inc. 2006 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.8	Form of PGT, Inc. 2006 Equity Incentive Plan Non-qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.8 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.9	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and Rodney Hershberger (incorporated herein by reference to Exhibit 10.9 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.10	Employment Agreement, dated November 1, 2005, between PGT Industries, Inc. and Herman Moore (incorporated herein by reference to Exhibit 10.10 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.11	Employment Agreement, dated November 28, 2005, between PGT Industries, Inc. and Jeffrey T. Jackson (incorporated herein by reference to Exhibit 10.11 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.12	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and Deborah L. LaPinska (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.13	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and B. Wayne Varnadore (incorporated herein by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)

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10.14	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and David McCutcheon (incorporated herein by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.15	Employment Agreement, dated July 8, 2004, between PGT Industries, Inc. and Ken Hilliard (incorporated herein by reference to Exhibit 10.15 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.16	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and Linda Gavit (incorporated herein by reference to Exhibit 10.16 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.17	Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.17 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.18	Form of PGT, Inc. Rollover Stock Option Agreement (incorporated herein by reference to Exhibit 10.18 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.19	Employment Agreement, dated April 10, 2006, between PGT Industries, Inc. and Mario Ferrucci III (incorporated herein by reference to Exhibit 10.19 to Amendment No. 2 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on May 26, 2006, Registration No. 333-132365)
10.20	Supply Agreement between PGT Industries, Inc. and E.I. du Pont de Nemours and Company, dated January 1, 2006, with portions omitted pursuant to a request for confidential treatment (incorporated herein by reference to Exhibit 10.20 to Amendment No. 5 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 27, 2006, Registration No. 333-132365)
10.21	Supplier Agreement between Indalex Aluminum Solutions and PGT Industries, Inc., dated January 1, 2005, with portions omitted pursuant to a request for confidential treatment (incorporated herein by reference to Exhibit 10.21 to Amendment No. 5 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 27, 2006, Registration No. 333-132365)
10.22	Supplier Agreement between Keymark Corporation and PGT Industries, Inc., dated January 1, 2005, with portions omitted pursuant to a request for confidential treatment (incorporated herein by reference to Exhibit 10.22 to Amendment No. 5 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 27, 2006, Registration No. 333-132365)
10.23	Form of PGT, Inc. 2006 Management Incentive Plan (incorporated herein by reference to Exhibit 10.23 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.24	Form of PGT, Inc. 2006 Equity Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.24 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.25	Form of PGT, Inc. 2006 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.25 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.26	Form of PGT, Inc. 2006 Equity Incentive Plan Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.26 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)

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31.1*	Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of chief executive officer and chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PGT, INC.
	(Registrant)
Date: August 10, 2006	/s/ Rodney Hershberger
	Rodney Hershberger
	President and Chief Executive Officer
Date: August 10, 2006	/s/ Jeffrey T. Jackson
	Jeffrey T. Jackson
	Chief Financial Officer and Treasurer

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EXHIBIT INDEX

3.1	Form of Amended and Restated Certificate of Incorporation of PGT, Inc. (incorporated herein by reference to Exhibit 3.1 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
3.2	Form of Amended and Restated By-Laws of PGT, Inc. (incorporated herein by reference to Exhibit 3.2 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
4.1	Form of Specimen Certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on May 26, 2006, Registration No. 333-132365)
4.2*	Amended and Restated Security Holders’ Agreement, by and among PGT, Inc., JLL Partners Fund IV, L.P., and the stockholders named therein, dated as of June 27, 2006
10.1	Second Amended and Restated Credit Agreement dated as of February 14, 2006 among PGT Industries, Inc., as Borrower, JLL Window Holdings, Inc. and the other Guarantors party thereto, as Guarantors, the lenders party thereto, UBS Securities LLC, as Arranger, Bookmanager, Co-Documentation Agent and Syndication Agent, UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent, UBS Loan Finance LLC, as Swingline Lender and General Electric Capital Corporation, as Co-Documentation Agent (incorporated herein by reference to Exhibit 10.1 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.2	Second Lien Credit Agreement dated as of February 14, 2006 among PGT Industries, Inc., as Borrower, JLL Window Holdings, Inc. and the other Guarantors party thereto, as Guarantors, the lenders party thereto, UBS Securities LLC, as Arranger, Bookmanager, Co-Documentation Agent and Syndication Agent, UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent and General Electric Capital Corporation, as Co-Documentation Agent (incorporated herein by reference to Exhibit 10.2 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.3	Amended and Restated Pledge and Security Agreement dated as of February 14, 2006, by PGT Industries, Inc., JLL Window Holdings, Inc. and the other Guarantors party thereto in favor of UBS AG, Stamford Branch, as First Lien Collateral Agent (incorporated herein by reference to Exhibit 10.3 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.4	Second Lien Pledge and Security Agreement dated as of February 14, 2006, by PGT Industries, Inc., JLL Window Holdings, Inc. and the other Guarantors party thereto in favor of UBS AG, Stamford Branch, as Second Lien Collateral Agent (incorporated herein by reference to Exhibit 10.4 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.5	PGT, Inc. 2004 Stock Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.5 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.6	Form of PGT, Inc. 2004 Stock Incentive Plan Stock Option Agreement (incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.7	Form of PGT, Inc. 2006 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)

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10.8	Form of PGT, Inc. 2006 Equity Incentive Plan Non-qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.8 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.9	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and Rodney Hershberger (incorporated herein by reference to Exhibit 10.9 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.10	Employment Agreement, dated November 1, 2005, between PGT Industries, Inc. and Herman Moore (incorporated herein by reference to Exhibit 10.10 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.11	Employment Agreement, dated November 28, 2005, between PGT Industries, Inc. and Jeffrey T. Jackson (incorporated herein by reference to Exhibit 10.11 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.12	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and Deborah L. LaPinska (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.13	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and B. Wayne Varnadore (incorporated herein by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.14	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and David McCutcheon (incorporated herein by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.15	Employment Agreement, dated July 8, 2004, between PGT Industries, Inc. and Ken Hilliard (incorporated herein by reference to Exhibit 10.15 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.16	Employment Agreement, dated January 29, 2001, between PGT Industries, Inc. and Linda Gavit (incorporated herein by reference to Exhibit 10.16 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.17	Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.17 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.18	Form of PGT, Inc. Rollover Stock Option Agreement (incorporated herein by reference to Exhibit 10.18 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on April 21, 2006, Registration No. 333-132365)
10.19	Employment Agreement, dated April 10, 2006, between PGT Industries, Inc. and Mario Ferrucci III (incorporated herein by reference to Exhibit 10.19 to Amendment No. 2 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on May 26, 2006, Registration No. 333-132365)
10.20	Supply Agreement between PGT Industries, Inc. and E.I. du Pont de Nemours and Company, dated January 1, 2006, with portions omitted pursuant to a request for confidential treatment (incorporated herein by reference to Exhibit 10.20 to Amendment No. 5 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 27, 2006, Registration No. 333-132365)
10.21	Supplier Agreement between Indalex Aluminum Solutions and PGT Industries, Inc., dated January 1, 2005, with portions omitted pursuant to a request for confidential treatment (incorporated herein by reference to Exhibit 10.21 to Amendment No. 5 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 27, 2006, Registration No. 333-132365)

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10.22	Supplier Agreement between Keymark Corporation and PGT Industries, Inc., dated January 1, 2005, with portions omitted pursuant to a request for confidential treatment (incorporated herein by reference to Exhibit 10.22 to Amendment No. 5 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 27, 2006, Registration No. 333-132365)
10.23	Form of PGT, Inc. 2006 Management Incentive Plan (incorporated herein by reference to Exhibit 10.23 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.24	Form of PGT, Inc. 2006 Equity Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.24 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.25	Form of PGT, Inc. 2006 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.25 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
10.26	Form of PGT, Inc. 2006 Equity Incentive Plan Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.26 to Amendment No. 3 to the Registration Statement of the Company on Form S-1, filed with the Securities and Exchange Commission on June 8, 2006, Registration No. 333-132365)
31.1*	Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of chief executive officer and chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.
**	Furnished herewith.

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EX-4.2

                                                                     EXHIBIT 4.2

                              AMENDED AND RESTATED

                           SECURITY HOLDERS' AGREEMENT

          This AMENDED AND RESTATED SECURITY HOLDERS' AGREEMENT ("Agreement"),
dated as of June 27, 2006, is among PGT, Inc., a Delaware corporation (the
"Corporation") formerly known as JLL Window Holdings, Inc., JLL Partners Fund
IV, L.P., a Delaware limited partnership ("Fund IV"), those employees of the
Corporation listed on Schedule I hereto (the "Management Investors"), and each
Additional Stockholder (as hereinafter defined).

                                   WITNESSETH

          WHEREAS, on January 29, 2004, each of the Corporation, Fund IV, and
certain of the Management Investors entered into that certain Security Holders'
Agreement (the "Original Agreement") to memorialize certain agreements with
respect to the shares of Common Stock owned by such parties, and the other
Management Investors became a party to the Original Agreement, all in accordance
with the terms and conditions set forth therein; and

          WHEREAS, in connection with the Corporation's proposed Initial Public
Offering (as hereinafter defined), the Corporation and each of the Stockholders
(as hereinafter defined) desire to amend and restate the Original Agreement on
the terms set forth herein, conditioned upon, subject to, and effective
immediately prior to the consummation of the Corporation's Initial Public
Offering.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereby agree as follows:

                                   ARTICLE I

                               Certain Definitions

          For purposes of this Agreement, the following terms shall have the
following meanings:

               (a) The term "Affiliate" shall have the meaning set forth in Rule
405 promulgated under the Securities Act.

               (b) The term "Additional Stockholders" shall mean the Permitted
Transferees of Fund IV.

               (c) The term "Board" shall mean the Board of Directors of the
Corporation.

               (d) The term "Commission" shall mean the United States Securities
and Exchange Commission or any successor agency.



               (e) The term "Common Stock" shall mean the common stock, par
value $.01 per share, of the Corporation.

               (f) The term "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.

               (g) The term "Initial Public Offering" shall mean the first
Public Offering of shares of Common Stock.

               (h) The term "Permitted Transferee" shall mean any Person to whom
Fund IV Transfers Shares other than in a Public Offering or a sale pursuant to
Rule 144 under the Securities Act and who, with the prior consent of Fund IV,
agrees to be bound by the provisions of the Agreement.

               (i) The term "Person" shall mean any individual, firm,
corporation, partnership, limited liability company, trust or other entity, and
shall include any successor (by merger or otherwise) of such entity.

               (j) The term "Public Offering" shall mean a public offering of
equity securities of the Corporation pursuant to an effective registration
statement under the Securities Act (other than (i) a registration statement
filed under Regulation A or on Form S-4 or any successor form or (ii) a
registration statement filed on Form S-8 or any successor form).

               (k) The term "Registrable Securities" shall mean (i) the Shares
owned by Fund IV on the date hereof and (ii) Shares acquired by Fund IV or one
or more Additional Stockholders after the date hereof in accordance with the
terms hereof. As to any particular Registrable Securities, such securities shall
cease to be Registrable Securities when (i) a registration statement registering
such securities under the Securities Act has been declared effective and such
securities have been sold or otherwise transferred by the holder thereof
pursuant to such effective registration statement, or (ii) such securities are
sold in accordance with Rule 144 (or any successor provision) promulgated under
the Securities Act, or (iii) such securities are transferred under circumstances
in which any legend borne by the certificates for such securities relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Corporation.

               (l) The term "Securities Act" shall mean the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.

               (m) The term "Shares" shall mean the shares of Common Stock owned
by Fund IV on the date hereof and additional shares of Common Stock acquired by
Fund IV and any Additional Stockholders after the date hereof, including shares
of Common Stock acquired on the exercise of options or as a result of a
subsequent purchase, conversion, reorganization, recapitalization,
reclassification, stock dividend, split-up, sale of assets, distribution or
redemption of securities.


                                        2



               (n) The term "Stockholder" shall mean Fund IV, each of the
Management Investors, and each of the Additional Stockholders.

               (o) The term "Transfer" shall mean any voluntary or involuntary
attempt to, directly or indirectly through the transfer of interests in
controlled Affiliates or otherwise, offer, sell, assign, transfer, grant a
participation in, pledge or otherwise dispose of any shares of Common Stock, or
the consummation of any such transactions, or the soliciting of any offers to
purchase or otherwise acquire, or taking a pledge of, any of shares of Common
Stock; provided, however, that the transfer of an interest in any of the
Stockholders shall not be deemed to be a transfer.

                                   ARTICLE II

                  Representations and Warranties and Covenants

          Section 2.01 Representations and Warranties of the Corporation.

          The Corporation represents and warrants to each Stockholder, as of the
date hereof, as follows:

               (a) Corporate Authority. The Corporation has full power and
authority to execute, deliver and perform this Agreement;

               (b) Due Authorization. This Agreement has been duly and validly
authorized, executed and delivered by the Corporation and constitutes a valid
and binding obligation of the Corporation, enforceable against the Corporation
in accordance with its terms, except that (i) the enforceability hereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting creditors' rights, (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to certain equitable defenses and to the discretion of the court before
which any proceedings therefor may be brought, and (iii) the rights to indemnity
hereunder may be limited by federal or state securities laws or the public
policy underlying such laws; and

               (c) No Conflict. The execution, delivery and performance of this
Agreement by the Corporation do not violate or conflict with or constitute a
default under (i) the Corporation's certificate of incorporation and by-laws,
(ii) any judgment, order or decree or statute, law, ordinance, rule or
regulation of any governmental entity applicable to the Corporation or (iii) any
material agreement to which it is a party or by which it or its property is
bound.

          Section 2.02 Representations and Warranties of the Stockholders.

          Each Stockholder individually represents and warrants to each other
Stockholder and the Corporation, as of the date hereof, as follows:


                                       3



               (a) Authority. The Stockholder (a) if not an individual, has full
power, capacity and authority to execute, deliver and perform this Agreement,
(b) if an individual, is competent and has all requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby;

               (b) Due Authorization. This Agreement has been duly and validly
authorized, executed and delivered by the Stockholder and constitutes a valid
and binding obligation of the Stockholder, enforceable against the Stockholder
in accordance with its terms, except that (i) the enforceability hereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting creditors' rights, (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to certain equitable defenses and to the discretion of the court before
which any proceedings therefor may be brought, and (iii) the rights to indemnity
and contribution hereunder may be limited by federal or state securities laws or
the public policy underlying such laws;

               (c) No Conflict. The execution, delivery and performance of this
Agreement by the Stockholder do not violate or conflict with or constitute a
default under (i) the Stockholder's organizational documents, provided that this
clause (i) is inapplicable to any Stockholder that is an individual, (ii) any
judgment, order or decree or statute, law ordinance, rule or regulation of any
governmental entity applicable to the Stockholder, or (iii) any material
agreement to which the Stockholder is a party or by which it or its property is
bound; and

               (d) Acquisition of Shares for Investment.

                    (i) Fund IV and each Additional Stockholder agree to the
imprinting, so long as required by law, of legends on certificates representing
all of the Shares acquired by such stockholder to the following effect:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE
     TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
     ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
     UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
     REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE AMENDED AND
     RESTATED SECURITY HOLDERS' AGREEMENT DATED AS OF JUNE 27, 2006, AND MAY NOT
     BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH
     SECURITY HOLDERS' AGREEMENT. A COPY OF SUCH SECURITY HOLDERS' AGREEMENT IS
     ON FILE WITH THE SECRETARY OF PGT, INC., AND IS AVAILABLE WITHOUT CHARGE
     UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS


                                       4



     CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL
     OF THE PROVISIONS OF THE AFORESAID SECURITY HOLDERS' AGREEMENT.

                    (ii) Each Additional Stockholder understands that the
acquisition of the Shares by it has not been registered under the Securities Act
for the reason that the issuance of the Shares is exempt under the Securities
Act and that the reliance of the Corporation on such exemption is predicated in
part on such Additional Stockholder's representations set forth herein. Each
Additional Stockholder represents that either (a) it is experienced in
evaluating companies such as the Corporation, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investment and has the ability to suffer the total loss of its
investment or (b) such Additional Stockholder is an "Accredited Investor" within
the meaning of Rule 501 of Regulation D under the Securities Act, as presently
in effect. Each Additional Stockholder further represents that it has had the
opportunity to conduct due diligence on the Corporation, to ask questions of and
receive answers from the Corporation concerning the terms and conditions of the
offering and to obtain additional information to such Additional Stockholder's
satisfaction.

          Section 2.03 Stockholder Covenants.

               (a) Each Stockholder agrees that it will not make known,
disclose, furnish, make available or utilize any of the Corporation's
confidential information, other than as required by law; provided that, prior to
disclosing any of the confidential information required by law, such Stockholder
will promptly notify the Corporation so that the Corporation may seek a
protective order or other appropriate remedy. Confidential information does not
include any information available to or already in the hands of the public, any
information disclosed to such Stockholder by a third party who is not under a
duty of confidentiality with respect to such information, or any information
independently developed by such Stockholder without the use of confidential
information of the Corporation.

               (b) Each Stockholder agrees that every Transfer of the shares of
Common Stock owned by such Stockholder shall comply with all federal, state, and
local securities laws applicable to such Transfer.

                                   ARTICLE III

                         Amendment to Original Agreement

               Section 3.01 Amendment. The Corporation, Fund IV, and each
Management Investor agree that each of the provisions of the Original Agreement
shall automatically terminate immediately prior to the consummation of the
Initial Public Offering and shall thereafter be void and have no further force
or effect, provided, however, that such termination of the Original Agreement
shall not relieve any


                                       5



Stockholder from liability for any breach of the Original Agreement occurring
prior to such termination.

          Section 3.02 Waiver of Tag-along Rights. Each of the Management
Investors hereby waives any and all of his rights pursuant to Section 3.04 of
the Original Agreement in connection with any Transfer by Fund IV of its shares
of Common Stock in connection with the Initial Public Offering, including,
without limitation, its right to exercise so-called tag-along rights and to
notice thereof.

                                   ARTICLE IV

                               Registration Rights

          Section 4.01 Demand Registrations.

               (a) Requests for Registration. At any time after one hundred
eighty (180) days following the consummation of the Initial Public Offering,
subject to the conditions set forth herein, Fund IV shall be entitled to make a
written request of the Corporation (a "Demand") for registration under the
Securities Act of all or part of the Registrable Securities (a "Demand
Registration"). Such Demand shall specify: (i) the aggregate number of
Registrable Securities requested to be registered, (ii) the intended method of
distribution in connection with such Demand Registration to the extent then
known. Within ten (10) business days after receipt of a Demand, the Corporation
shall give written notice of such Demand to all Additional Stockholders and
shall include in such registration all Registrable Securities with respect to
which the Corporation has received a written request for inclusion therein
within twenty business (20) days after the receipt by such Additional
Stockholder of the Corporation's notice required by Section 4.02 of this
Agreement.

               (b) Number of Demand Registrations. Fund IV shall be entitled to
three (3) Demand Registrations.

               (c) Satisfaction of Obligations. Subject to the provisions of
Section 4.03, a registration shall not be treated as a permitted Demand for a
Demand Registration until (i) the applicable registration statement under the
Securities Act has been filed with the Commission with respect to such Demand
Registration (which shall include any registration statement that is not
withdrawn by holders of Registrable Securities in the circumstances contemplated
by Section 4.03), and (ii) such registration statement shall have been
maintained continuously effective for a period of at least ninety (90) days or
such shorter period during which all Registrable Securities included therein
have been disposed of thereunder in accordance with the method of distribution
set forth in such registration statement.

               (d) Availability of Short Form Registrations. The Corporation
shall use its best efforts to comply with the requirements for use of short form
registration for the sale of Registrable Securities under the Securities Act.


                                       6



               (e) Restrictions on Demand Registrations. The Corporation shall
not be obligated (i) in the case of a Demand Registration, to maintain the
effectiveness of a registration statement under the Securities Act, for a period
longer than ninety (90) days or (ii) to effect any Demand Registration within
one hundred eighty (180) days after the effective date of (A) a registration in
which Fund IV and the Additional Stockholders were given "piggyback" rights
pursuant to Section 4.02 hereof (provided that, with respect to such a
registration in which such piggyback rights were exercised, Fund IV and the
Additional Stockholders exercising such piggyback rights were permitted to
include in such registration fifty percent (50%) of the Registrable Securities
that Fund IV and such Additional Stockholders sought to include therein) or (B)
any other Demand Registration. In addition, the Corporation shall be entitled to
postpone (upon written notice to Fund IV and any Additional Stockholders) for up
to ninety (90) days the filing or the effectiveness of a registration statement
in respect of a Demand (but no more than once in any period of twelve (12)
consecutive months) if the Board determines in good faith and in its reasonable
judgment that effecting the Demand Registration in respect of such Demand would
have a material adverse affect on any proposal or plan by the Corporation to
engage in any debt or equity offering, material acquisition, or disposition of
assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer, or other similar transaction. In the event of a
postponement by the Corporation of the filing or effectiveness of a registration
statement in respect of a Demand, Fund IV shall have the right to withdraw such
Demand in accordance with Section 4.03 hereof.

               (f) Participation in Demand Registrations. The Corporation shall
not include any securities other than Registrable Securities in a Demand
Registration, except with the written consent of Fund IV. If, in connection with
a Demand Registration, any managing underwriter (or, if such Demand Registration
is not an underwritten offering, a nationally recognized independent underwriter
selected by Fund IV (which such underwriter shall be reasonably acceptable to
the Corporation and whose fees and expenses shall be borne solely by the
Corporation)) advises the Corporation and Fund IV that, in its opinion, the
inclusion of all the Registrable Securities and, if authorized pursuant to this
Article IV, other securities of the Corporation, in each case, sought to be
registered in connection with such Demand Registration would adversely affect
the marketability of the Registrable Securities sought to be sold pursuant
thereto, then the Corporation shall include in the registration statement
applicable to such Demand Registration only such securities as the Corporation
and Fund IV are advised by such underwriter can be sold without such an effect
(the "Maximum Demand Number"), as follows and in the following order of
priority:

                    (i) first, the number of Registrable Securities sought to be
registered by Fund IV and the Additional Stockholders, pro rata in proportion to
the number of Registrable Securities sought to be registered by Fund IV and each
Additional Stockholder; and

                    (ii) second, if the number of Registrable Securities to be
included under clause (i) above is less than the Maximum


                                       7



Demand Number, the number of securities sought to be included by each other
seller, pro rata in proportion to the number of securities sought to be sold by
all such other sellers, which in the aggregate, when added to the number of
securities to be included pursuant to clause (i) above, equals the Maximum
Demand Number.

               (g) Selection of Underwriters. If Fund IV requests that such
Demand Registration be an underwritten offering, then Fund IV shall select a
nationally recognized underwriter or underwriters to manage and administer such
offering, such underwriter or underwriters, as the case may be, to be subject to
the approval of the Corporation, which approval shall not be unreasonably
withheld or delayed.

               (h) Other Registrations. If the Corporation has received a Demand
and if the applicable registration statement in respect of such Demand has not
been withdrawn or abandoned, the Corporation shall not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (other than a registration relating to the Corporation
employee benefit plans, exchange offers by the Corporation or a merger or
acquisition of a business or assets by the Corporation, including, without
limitation, a registration on Form S-4 or Form S-8 or any successor form),
whether on its own behalf or at the request of any holder or holders of such
securities, until a period of at least ninety (90) days has elapsed from the
effective date of any Demand Registration, unless a shorter period of time is
approved by Fund IV. Notwithstanding the foregoing, the Corporation shall be
entitled to postpone any such Demand Registration and may file or cause to be
effected such other registration in accordance with the terms of Section 4.01(e)
hereof.

          Section 4.02 Piggyback Registrations.

               (a) Right to Piggyback. At any time after one hundred eighty
(180) days following the consummation of the Initial Public Offering, whenever
the Corporation proposes to register any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (other than a registration relating to the Corporation
employee benefit plans, exchange offers by the Corporation or a merger or
acquisition of a business or assets by the Corporation including, without
limitation, a registration on Form S-4 or Form S-8 or any successor form) (a
"Piggyback Registration"), the Corporation shall give Fund IV and each of the
Additional Stockholders prompt written notice thereof (but not less than ten
(10) business days prior to the filing by the Corporation with the Commission of
any registration statement with respect thereto). Such notice (a "Piggyback
Notice") shall specify, at a minimum, the number of securities proposed to be
registered, the proposed date of filing of such registration statement with the
Commission, the proposed method of distribution, the proposed managing
underwriter or underwriters (if any and if known), and a good faith estimate by
the Corporation of the proposed minimum offering price of such securities. Upon
the written request of Fund IV or any Additional Stockholder given to the
Secretary of the Corporation within ten (10) business days of receipt by Fund IV
or


                                       8



any such Additional Stockholder of the Piggyback Notice (which written request
shall specify the number of Registrable Securities intended to be disposed of by
Fund IV and any such Additional Stockholder and the intended method of
distribution thereof), the Corporation shall include in such registration all
Registrable Securities with respect to which the Corporation has received such
written requests for inclusion.

               (b) Priority on Piggyback Registrations. If, in connection with a
Piggyback Registration, any managing underwriter (or, if such Piggyback
Registration is not an underwritten offering, a nationally recognized
independent underwriter selected by the Corporation (reasonably acceptable to
Fund IV and whose fees and expenses shall be borne solely by the Corporation))
advises the Corporation and the holders of the Registrable Securities sought to
be included in such Piggyback Registration, that, in its opinion, the inclusion
of all the securities sought to be included in such Piggyback Registration by
the Corporation, any Persons who have sought to have shares registered
thereunder pursuant to rights to demand (other than pursuant to so-called
"piggyback" or other incidental or participation registration rights) such
registration (such demand rights being "Other Demand Rights" and such Persons
being "Other Demanding Sellers"), any holders of Registrable Securities seeking
to sell such securities in such Piggyback Registration ("Piggyback Sellers"),
and any other proposed sellers, in each case, if any, would adversely affect the
marketability of the securities sought to be sold pursuant thereto, then the
Corporation shall include in the registration statement applicable to such
Piggyback Registration only such securities as the Corporation, the Other
Demanding Sellers, and the Piggyback Sellers are so advised by such underwriter
can be sold without such an effect (the "Maximum Piggyback Number"), as follows
and in the following order of priority:

                    (i) if the Piggyback Registration is an offering on behalf
of the Corporation and not any Person exercising Other Demand Rights (whether or
not other Persons seek to include securities therein pursuant to so-called
"piggyback" or other incidental or participatory registration rights) (a
"Primary Offering"), then (A) first, such number of securities to be sold by the
Corporation as the Corporation, in its reasonable judgment and acting in good
faith and in accordance with sound financial practice, shall have determined,
and (B) second, if the number of securities to be included under clause (A)
above is less than the Maximum Piggyback Number, the number of Registrable
Securities sought to be registered by each Piggyback Seller, pro rata in
proportion to the number of Registrable Securities sought to be registered by
all the Piggyback Sellers and all other proposed sellers, which in the
aggregate, when added to the number of securities to be registered under clause
(A) above, equals the Maximum Piggyback Number; and

                    (ii) if the Piggyback Registration is an offering other than
pursuant to a Primary Offering, then (A) first, such number of securities sought
to be registered by each Other Demanding Seller, pro rata in proportion to the
number of securities sought to be registered by all such Other Demanding Sellers
and (B) second, if the number of securities to be included


                                       9



under clause (A) above is less than the Maximum Piggyback Number, the number of
Registrable Securities sought to be registered by each Piggyback Seller, pro
rata in proportion to the number of Registrable Securities sought to be
registered by all the Piggyback Sellers and all other proposed sellers, which in
the aggregate, when added to the number of securities to be registered under
clause (A) above, equals the Maximum Piggyback Number.

               (c) Withdrawal by the Corporation. If, at any time after giving
written notice of its intention to register any of its securities as set forth
in Section 4.02 and prior to the time the registration statement filed in
connection with such registration is declared effective, the Corporation shall
determine for any reason not to register such securities, the Corporation may,
at its election, give written notice of such determination to Fund IV and each
Additional Stockholder and thereupon shall be relieved of its obligation to
register any Registrable Securities in connection with such particular withdrawn
or abandoned registration (but not from its obligation to pay the Registration
Expenses (as defined below) in connection therewith as provided herein).

          Section 4.03 Withdrawal Rights. Fund IV or any Additional Stockholder,
having notified or directed the Corporation to include any or all of its
Registrable Securities in a registration statement under the Securities Act,
shall have the right to withdraw any such notice or direction with respect to
any or all of the Registrable Securities designated for registration thereby by
giving written notice to such effect to the Corporation at least five (5)
business days prior to the effective date of such registration statement. In the
event of any such withdrawal, the Corporation shall not include such Registrable
Securities in the applicable registration and such Registrable Securities shall
continue to be Registrable Securities hereunder. No such withdrawal shall affect
the obligations of the Corporation with respect to the Registrable Securities
not so withdrawn; provided that in the case of a Demand Registration, if such
withdrawal shall reduce the number of Registrable Securities sought to be
included in such registration below $10 million of aggregate market value as of
such date, then the Corporation shall as promptly as practicable give each
holder of Registrable Securities sought to be registered notice to such effect,
referring to this Agreement and summarizing this Section 4.03, and within five
(5) business days of the effectiveness of such notice, either the Corporation or
Fund IV may, by written notices made to each holder of Registrable Securities
sought to be registered and the Corporation, elect that such registration
statement not be filed or, if theretofore filed, be withdrawn. During such
period of five (5) business days, the Corporation shall not file such
registration statement if not theretofore filed or, if such registration
statement has been theretofore filed, the Corporation shall not seek, and shall
use its best efforts to prevent, the effectiveness thereof. Any registration
statement withdrawn or not filed (i) in accordance with an election by the
Corporation, (ii) in accordance with an election by Fund IV pursuant to Section
4.01(e) hereof, (iii) in accordance with an election by Fund IV prior to the
effectiveness of the applicable Demand Registration Statement, or (iv) in
accordance with an election by Fund IV subsequent to the effectiveness of the
applicable Demand Registration Statement, if any post-effective amendment or
supplement to the applicable Demand Registration Statement contains adverse
information regarding the Corporation shall not be counted as


                                       10


a Demand Registration. Except as set forth in clause (iv) of the previous
sentence, any Demand withdrawn in accordance with an election by Fund IV
subsequent to the effectiveness of the applicable Demand Registration Statement
shall be counted as a Demand Registration unless Fund IV reimburses the
Corporation for its reasonable out-of-pocket expenses (but not including any
Internal Expenses, as defined below) related to the preparation and filing of
such registration statement (in which event such registration statement shall
not be counted as a Demand Registration hereunder).

          Section 4.04 Holdback Agreements. Fund IV and each Additional
Stockholder agree not to effect any public sale or distribution (including,
without limitation, sales pursuant to Rule 144) of equity securities of the
Corporation, or any securities convertible into or exchangeable or exercisable
for such securities, during the ten (10) day period prior to the date on which
the Corporation intends to commence a Public Offering through the period that is
ninety (90) days immediately following the effective date of such Public
Offering (except as part of such registration), or, if later, the date that is
ninety (90) days after the execution date of any underwriting agreement with
respect thereto.

          Section 4.05 Registration Procedures.

               (a) Whenever Fund IV or any Additional Stockholder has requested
that any Registrable Securities be registered pursuant to this Agreement
(whether pursuant to Demand Registration or Piggyback Registration), the
Corporation (subject to its right to withdraw such registration as contemplated
by Section 4.02(c)) shall use its best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of distribution thereof and, in connection therewith, the Corporation shall as
expeditiously as possible:

                    (i) prepare and file with the Commission a registration
statement with respect to such Registrable Securities on any form for which the
Corporation then qualifies and is available for the sale of Registrable
Securities to be registered thereunder in accordance with the intended method of
distribution and use its best efforts to cause such registration statement to
become effective within ninety (90) days of the date thereof;

                    (ii) prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for a continuous period of not less than ninety (90) days (or, if
earlier, until all Registrable Securities included in such registration
statement have been sold thereunder in accordance with the method of
distribution set forth therein) and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers


                                       11



thereof as set forth in such registration statement (including, without
limitation, by incorporating in a prospectus supplement or post-effective
amendment, at the request of a seller of Registrable Securities, the terms of
the sale of such Registrable Securities);

                    (iii) before filing with the Commission any such
registration statement or prospectus or any amendments or supplements thereto,
the Corporation shall furnish to counsel selected by Fund IV, counsel for the
underwriter or sales or placement agent, if any, and any other counsel for
holders of Registrable Securities, if any, in connection therewith, drafts of
all such documents proposed to be filed and provide such counsel with a
reasonable opportunity for review thereof and comment thereon, such review to be
conducted and such comments to be delivered with reasonable promptness;

                    (iv) promptly (a) notify each seller of Registrable
Securities of each of (i) the filing and effectiveness of the registration
statement and prospectus and any amendment or supplements thereto, (ii) the
receipt of any comments from the Commission or any state securities law
authorities or any other governmental authorities with respect to any such
registration statement or prospectus or any amendments or supplements thereto,
and (iii) any oral or written stop order with respect to such registration, any
suspension of the registration or qualification of the sale of such Registrable
Securities in any jurisdiction or any initiation or threat of any proceedings
with respect to any of the foregoing and (b) use its reasonable best efforts to
obtain the withdrawal of any order suspending the registration or qualification
(or the effectiveness thereof) or suspending or preventing the use of any
related prospectus in any jurisdiction with respect thereto;

                    (v) furnish to each seller of Registrable Securities, the
underwriters and the sales or placement agent, if any, and counsel for each of
the foregoing, a conformed copy of such registration statement and each
amendment and supplement thereto (in each case, including all exhibits thereto
and documents incorporated by reference therein) and such additional number of
copies of such registration statement, each amendment and supplement thereto (in
such case without such exhibits and documents), the prospectus (including each
preliminary prospectus) included in such registration statement and prospectus
supplements and all exhibits thereto and documents incorporated by reference
therein and such other documents as such seller, underwriter, agent or counsel
may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by each such seller;

                    (vi) if requested by the managing underwriter or
underwriters of any registration or by Fund IV or Additional Stockholders,
subject to approval of counsel to the Corporation in its reasonable judgment,
promptly incorporate in a prospectus, supplement or post-effective amendment to
the registration statement such information concerning underwriters and the plan
of


                                       12



distribution of the Registrable Securities as such managing underwriter or
underwriters or such holders shall reasonably furnish to the Corporation in
writing and request be included therein, including, without limitation, with
respect to the number of Registrable Securities being sold by such holders to
such underwriter or underwriters, the purchase price being paid therefor by such
underwriter or underwriters and with respect to any other terms of the
underwritten offering of the Registrable Securities to be sold in such offering;
and make all required filings of such prospectus, supplement or post-effective
amendment as soon as possible after being notified of the matters to be
incorporated in such prospectus, supplement or post-effective amendment;

                    (vii) use its best efforts to register or qualify such
Registrable Securities under such securities or "blue sky" laws of such
jurisdictions as Fund IV or Additional Stockholders reasonably request and do
any and all other acts and things that may be reasonably necessary or advisable
to enable Fund IV or Additional Stockholders to consummate the disposition in
such jurisdictions of the Registrable Securities owned by them and keep such
registration or qualification in effect for so long as the registration
statement remains effective under the Securities Act (provided that the
Corporation shall not be required to (a) qualify generally to do business in any
jurisdiction in which it would not otherwise be required to qualify but for this
paragraph, (b) subject itself to taxation in any such jurisdiction in which it
would not otherwise be subject to taxation but for this paragraph or (c) consent
to the general service of process in any jurisdiction in which it would not
otherwise be subject to general service of process but for this paragraph);

                    (viii) notify each seller of such Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, upon the discovery that, or of the happening of any event as
a result of which, the registration statement covering such Registrable
Securities, as then in effect, contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or any fact
necessary to make the statements therein not misleading, and promptly prepare
and furnish to each such seller a supplement or amendment to the prospectus
contained in such registration statement so that such registration statement
shall not, and such prospectus as thereafter delivered to the purchasers of such
Registrable Securities shall not, contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or any fact
necessary to make the statements therein not misleading;

                    (ix) cause all such Registrable Securities to be listed on
the Nasdaq National Market or any other securities exchange and included in each
established over-the-counter market on which or through which similar securities
of the Corporation are listed or traded and, if not so listed or traded, to be
listed on the NASD automated quotation system ("Nasdaq") and, if listed on
Nasdaq, use its reasonable efforts to secure designation of all such


                                       13



Registrable Securities covered by such registration statement as a Nasdaq
"national market system security" within the meaning of Rule 11Aa2-1 under the
Exchange Act, or, failing that, to secure Nasdaq authorization for such
Registrable Securities;

                    (x) make available for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent retained by any such seller or underwriter all financial and other
records, pertinent corporate documents and properties of the Corporation, and
cause the Corporation's officers, directors, employees, attorneys and
independent accountants to supply all information reasonably requested by any
such sellers, underwriters, attorneys, accountants or agents in connection with
such registration statement. Information that the Corporation determines, in
good faith, to be confidential shall not be disclosed by such persons unless (a)
the disclosure of such information is necessary to avoid or correct a
misstatement or omission in such registration statement, or (b) the release of
such information is ordered pursuant to a subpoena or other order from a court
of competent jurisdiction. Each seller of Registrable Securities agrees, on its
own behalf and on behalf of all its underwriters, accountants, attorneys and
agents, that the information obtained by it as a result of such inspections
shall be deemed confidential and shall not be used by it as the basis for any
market transactions in the securities of the Corporation unless and until such
is made generally available to the public. Each seller of Registrable Securities
further agrees, on its own behalf and on behalf of all its underwriters,
accountants, attorneys and agents, that it will, upon learning that disclosure
of such information is sought in a court of competent jurisdiction, give notice
to the Corporation and allow the Corporation, at its expense, to undertake
appropriate action to prevent disclosure of the information deemed confidential;

                    (xi) use its best efforts to comply with all applicable laws
related to such registration statement and offering and sale of securities and
all applicable rules and regulations of governmental authorities in connection
therewith (including, without limitation, the Securities Act and the Exchange
Act) and make generally available to its security holders as soon as practicable
(but in any event not later than fifteen (15) months after the effectiveness of
such registration statement) an earnings statement of the Corporation and its
subsidiaries complying with Section 11(a) of the Securities Act;

                    (xii) permit any seller of Registrable Securities that, in
its sole and exclusive judgment, might be deemed to be an underwriter or
controlling person of the Corporation to participate in the preparation of such
registration statement and to require the insertion therein of material
furnished to the Corporation in writing that in the reasonable judgment of such
holder and such holder's counsel should be included;


                                       14



                    (xiii) use reasonable best efforts to furnish to each seller
of Registrable Securities a signed counterpart of (a) an opinion of counsel for
the Corporation and (b) a comfort letter signed by the independent public
accountants who have certified the Corporation's financial statements included
or incorporated by reference in such registration statement, covering such
matters with respect to such registration statement and, in the case of the
accountants' comfort letter, with respect to events subsequent to the date of
such financial statements, as are customarily covered in opinions of issuer's
counsel and in accountants' comfort letters delivered to the underwriters in
underwritten Public Offerings of securities for the account of, or on behalf of,
an issuer of common stock, such opinion and comfort letters to be dated the date
such opinions and comfort letters are customarily dated in such transactions,
and covering in the case of such legal opinion, such other legal matters and, in
the case of such comfort letter, such other financial matters, as Fund IV or
Additional Stockholders may reasonably request; and

                    (xiv) take all such other actions as Fund IV or Additional
Stockholders or the underwriters, if any, reasonably request in order to
expedite or facilitate the disposition of such Registrable Securities.

               (b) Underwriting. Without limiting any of the foregoing, in the
event that any offering of Registrable Securities is to be made by or through an
underwriter, the Corporation shall enter into an underwriting agreement with a
managing underwriter or underwriters containing representations, warranties,
indemnities and agreements customarily included (but not inconsistent with the
agreements contained herein) by an issuer of common stock in underwriting
agreements with respect to offerings of common stock for the account of, or on
behalf of, such issuers. In connection with the sale of Registrable Securities
hereunder, any seller of such Registrable Securities may, at its option, require
that any and all representations and warranties by, and indemnities and
agreements of, the Corporation to or for the benefit of such underwriter or
underwriters (or which would be made to or for the benefit of such an
underwriter or underwriter if such sale of Registrable Securities were pursuant
to a customary underwritten offering) be made to and for the benefit of such
seller and that any or all of the conditions precedent to the obligations of
such underwriter or underwriters (or which would be so for the benefit of such
underwriter or underwriters under a customary underwriting agreement) be
conditions precedent to the obligations of such seller in connection with the
disposition of its securities pursuant to the terms hereof (it being agreed that
in connection with any Demand Registration, without limiting any rights or
remedies of Fund IV or the Additional Stockholders, in the event any such
condition precedent shall not be satisfied and, if not so satisfied, shall not
be waived by Fund IV, such Demand Registration shall not be counted as a
permitted Demand Registration hereunder). In connection with any offering of
Registrable Securities registered pursuant to this Agreement, the Corporation
shall (i) furnish to the underwriter, if any (or, if no underwriter, the sellers
of such Registrable Securities), unlegended certificates representing ownership
of the Registrable Securities being sold, in such


                                       15



denominations as requested and (ii) instruct any transfer agent and registrar of
the Registrable Securities to release any stop transfer order with respect
thereto.

               (c) Return of Prospectuses. Each seller of Registrable Securities
hereunder agrees that upon receipt of any notice from the Corporation of the
happening of any event of the kind described in Section 4.05(a)(viii), such
seller shall forthwith discontinue such seller's disposition of Registrable
Securities pursuant to the applicable registration statement and prospectus
relating thereto until such seller's receipt of the copies of the supplemented
or amended prospectus contemplated by Section 4.05(a)(viii) and, if so directed
by the Corporation, deliver to the Corporation all copies, other than permanent
file copies, then in such seller's possession of the prospectus current at the
time of receipt of such notice relating to such Registrable Securities. In the
event the Corporation shall give such notice, the ninety (90)-day period during
which such registration statement must remain effective pursuant to this
Agreement shall be extended by the number of days during the period from the
date of giving of a notice regarding the happening of an event of the kind
described in Section 4.05(a)(viii) to the date when all such sellers shall
receive such a supplemented or amended prospectus and such prospectus shall have
been filed with the Commission.

          Section 4.06 Registration Expenses. All expenses incident to the
Corporation's performance of, or compliance with, its obligations under this
Agreement, including, without limitation, all registration and filing fees, all
fees and expenses of compliance with securities and "blue sky" laws (including,
without limitation, the fees and expenses of counsel for underwriters or
placement or sales agents, if any, in connection therewith), all printing and
copying expenses, all messenger and delivery expenses, all fees and expenses of
underwriters and sales and placement agents, if any, in connection therewith
(excluding discounts and commissions and the fees and expenses of counsel
therefor), all fees and expenses of the Corporation's independent certified
public accountants and counsel (including, without limitation, with respect to
"comfort" letters and opinions) (collectively, the "Registration Expenses")
shall be borne by the Corporation; provided, however, that in the case of a
Piggyback Registration, all incremental costs resulting from applicable federal
and "blue sky" registration and filing fees, National Association of Securities
Dealers, Inc. filing fees, the expenses and fees for listing the securities to
be registered on each securities exchange and included in each established
over-the-counter market on which similar securities issued by the Corporation
are then listed or traded or for listing on Nasdaq and underwriting discounts
and commissions allocable to each of Fund IV and any Additional Stockholder
selling Registrable Securities shall be borne by such stockholder. The
Corporation shall be responsible for the fees and expenses of one (1) legal
counsel retained by Fund IV in connection with the sale of Registrable
Securities. Notwithstanding the foregoing, the Corporation shall not be
responsible for the fees and expenses of any additional counsel, or any of the
accountants, agents or experts retained by Fund IV or the Additional
Stockholders in connection with the sale of Registrable Securities. The
Corporation will pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties, the expense of any annual audit and the expense of any
liability insurance) (collectively, "Internal Expenses") and,


                                       16



except as otherwise provided in this Section 4.06, the expenses and fees for
listing the securities to be registered on each securities exchange and included
in each established over-the-counter market on which similar securities issued
by the Corporation are then listed or traded or for listing on Nasdaq.

          Section 4.07 Indemnification.

               (a) By the Corporation. The Corporation agrees to indemnify, to
the fullest extent permitted by law, each holder of Registrable Securities being
sold, its officers, directors, members, employees and agents and each Person who
controls (within the meaning of the Securities Act) such holder or such an other
indemnified Person against all losses, claims, damages, liabilities and expenses
(collectively, the "Losses") caused by, resulting from or relating to any untrue
or alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or a fact necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished to the Corporation in writing by or on behalf of such
holder expressly for use therein or by such holder's failure to deliver a copy
of the registration statement or prospectus or any amendments or supplements
thereto after the Corporation has furnished such holder with a sufficient number
of copies of the same. In connection with an underwritten offering and without
limiting any of the Corporation's other obligations under this Agreement, the
Corporation shall indemnify such underwriters, their officers, directors,
employees and agents and each Person who controls (within the meaning of the
Securities Act) such underwriters or such an other indemnified Person to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities being sold.

               (b) By Holders of Registrable Securities. In connection with any
registration statement in which a holder of Registrable Securities is
participating, each such holder will furnish, or cause to be furnished, to the
Corporation in writing information regarding such holder's ownership of
Registrable Securities and its intended method of distribution thereof and, to
the extent permitted by law, shall indemnify the Corporation, its directors,
officers, employees and agents and each Person who controls (within the meaning
of the Securities Act) the Corporation or such an other indemnified Person
against all Losses caused by, resulting from or relating to any untrue or
alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is
caused by and contained in such information so furnished in writing by or on
behalf of such holder; provided, however, that each holder's obligation to
indemnify the Corporation hereunder shall be apportioned between each holder
based upon the net amount received by each holder from the sale of Registrable
Securities, as compared to the total net amount received by all of the holders
of Registrable Securities sold pursuant


                                       17



to such registration statement, no such holder being liable to the Corporation
in excess of such apportionment.

               (c) Notice. Any Person entitled to indemnification hereunder
shall give prompt written notice to the indemnifying party of any claim with
respect to which its seeks indemnification; provided, however, the failure to
give such notice shall not release the indemnifying party from its obligation,
except to the extent that the indemnifying party has been materially prejudiced
by such failure to provide such notice.

               (d) Defense of Actions. In any case in which any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof the indemnifying party will not (so long as it shall
continue to have the right to defend, contest, litigate and settle the matter in
question in accordance with this paragraph) be liable to such indemnified party
hereunder for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation, supervision and monitoring (unless such indemnified
party reasonably objects to such assumption on the grounds that there may be
defenses available to it which are different from or in addition to the defenses
available to such indemnifying party, in which event the indemnified party shall
be reimbursed by the indemnifying party for the expenses incurred in connection
with retaining separate legal counsel). An indemnifying party shall not be
liable for any settlement of an action or claim effected without its consent.
The indemnifying party shall lose its right to defend, contest, litigate and
settle a matter if it shall fail diligently to contest such matter (except to
the extent settled in accordance with the next following sentence). No matter
shall be settled by an indemnifying party without the consent of the indemnified
party (which consent shall not be unreasonably withheld).

               (e) Survival. The indemnification provided for under this
Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified Person and will survive the transfer of
the Registrable Securities and the termination of this Agreement until the
expiration of all applicable statutes of limitations.

               (f) Contribution. If recovery is not available under the
foregoing indemnification provisions for any reason or reasons other than as
specified therein, any Person who would otherwise be entitled to indemnification
by the terms thereof shall nevertheless be entitled to contribution with respect
to any Losses with respect to which such Person would be entitled to such
indemnification but for such reason or reasons. In determining the amount of
contribution to which the respective Persons are entitled, there shall be
considered the Persons' relative knowledge and access to information concerning
the matter with respect to which the claim was asserted, the


                                       18



opportunity to correct and prevent any statement or omission, and other
equitable considerations appropriate under the circumstances. It is hereby
agreed that it would not necessarily be equitable if the amount of such
contribution were determined by pro rata or per capita allocation. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not found guilty of such fraudulent misrepresentation. Notwithstanding the
foregoing, neither Fund IV nor any Additional Stockholder shall be required to
make a contribution in excess of the net amount received by such holder from the
sale of Registrable Securities.

                                   ARTICLE V

                                  Miscellaneous

          Section 5.01 Inconsistent Agreements. Without the prior written
consent of Fund IV, the Corporation shall not enter into any registration rights
agreement that conflicts, or is inconsistent, with the provisions of Article IV
of this Agreement.

          Section 5.02 Specific Performance. Each of the Stockholders
acknowledges and agrees that in the event of any breach of this Agreement, the
non-breaching party or parties would be irreparably harmed and could not be made
whole solely by monetary damages. The Stockholders hereby agree that, in
addition to any other remedy to which any party may be entitled at law or in
equity, they shall be entitled to compel specific performance of this Agreement
in any action instituted in any court of the United States or any state thereof
having subject matter jurisdiction for such action.

          Section 5.03 Headings. The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of any provisions hereof.

          Section 5.04 Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein, and there are no restrictions, promises,
representations, warranties, covenants, conditions or undertakings with respect
to the subject matter hereof, other than those expressly set forth or referred
to herein. This Agreement supersedes all prior agreements and understandings
between the parties hereto with respect to the subject matter hereof, including
the Original Agreement.

          Section 5.05 Notices. All notices and other communications required or
permitted to be given hereunder shall be in writing and shall be (i) delivered
by hand, (ii) delivered by a nationally recognized commercial overnight delivery
service, (iii) mailed postage prepaid by first class mail, or (iv) transmitted
by facsimile transmission at the address or telecopier number set forth below.
Such notices shall be effective: (A) in the case of hand deliveries when
received; (B) in the case of an overnight delivery service, on the next business
day after being placed in the possession of such delivery service, with delivery
charges prepaid; (C) in the case of mail, seven (7) days after deposit in the


                                       19



postal system, first class mail, postage prepaid; and (D) in the case of
facsimile notices, when electronic confirmation of receipt is received by the
sender. Any party may change its address and telecopy number by written notice
to the other given in accordance with this Section 5.05.

          If to the Corporation, to:

               PGT, Inc.
               1070 Technology Drive
               Nokomis, FL 34275
               Attention: Mario Ferrucci III
               Facsimile: (941) 480-2767

               with a copy to:

               Skadden, Arps, Slate, Meagher & Flom LLP
               One Rodney Square
               Wilmington, DE 19801
               Attention: Robert B. Pincus, Esq.
               Fax: (302) 651-3001

          If to JLL Fund IV, L.P., to:

               JLL Partners Fund IV, L.P.
               450 Lexington Avenue, Suite 3350
               New York, NY 10017
               Attention: Ramsey A. Frank
               Facsimile: (212) 286-8626

               with a copy to:

               Skadden, Arps, Slate, Meagher & Flom LLP
               One Rodney Square
               Wilmington, DE 19801
               Attention: Robert B. Pincus, Esq.
               Fax: (302) 651-3001

          If to any of the Management Investors, at the address set forth on the
Corporation's transfer books. If to any of the Additional Stockholders, at the
address furnished to the Corporation by such Additional Stockholder at the time
it becomes a signatory to this Agreement.

          Section 5.06 Applicable Law. The substantive laws of the State of
Delaware shall govern the interpretation, validity and performance of the terms
of this Agreement, regardless of the law that might be applied under applicable
principles of conflicts of laws. THE PARTIES HERETO WAIVE THEIR RIGHT TO A JURY


                                       20


TRIAL WITH RESPECT TO DISPUTES HEREUNDER; ALL SUCH DISPUTES SHALL BE SETTLED BY
BINDING ARBITRATION PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION IN NEW YORK, NEW YORK, AND THE ORDER OF SUCH ARBITRATORS SHALL BE
FINAL AND BINDING ON ALL PARTIES HERETO AND MAY BE ENTERED AS A JUDGMENT IN A
COURT HAVING JURISDICTION OVER THE PARTIES.

          Section 5.07 Severability. The invalidity, illegality or
unenforceability of one or more of the provisions of this Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or
enforceability of this Agreement, including, without limitation, any such
provision, in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent
permitted by law.

          Section 5.08 Successors; Assigns; Third-Party Beneficiaries. The
provisions of this Agreement shall be binding upon the parties hereto and their
respective heirs, successors and permitted assigns. Fund IV may assign all or
any portion of its rights hereunder in connection with the transfer by Fund IV
of Shares to a Permitted Transferee. The parties acknowledge and agree that in
the event of any such assignment by Fund IV, all references to Fund IV hereunder
shall be deemed to include such Permitted Transferee to the extent the
applicable rights have been assigned, in whole or in part, to such Permitted
Transferee. This Agreement is for the sole benefit of the parties hereto and
their respective heirs, successors and permitted assigns and no provision
hereof, whether express or implied, is intended, or shall be construed, to give
any other Person any other rights or remedies, whether legal or equitable,
hereunder.

          Section 5.09 Amendments. This Agreement may not be amended, modified
or supplemented unless such modification is in writing and signed by (a) the
Corporation and (b) Fund IV.

          Section 5.10 Waiver. Any waiver (express or implied) of any default or
breach of this Agreement shall not constitute a waiver of any other or
subsequent default or breach.

          Section 5.11 Counterparts. This Agreement may be executed in two or
more counterparts (including by facsimile), each of which shall be deemed an
original but all of which shall constitute one and the same Agreement.

          Section 5.12 Term. This Agreement shall be subject to, and shall be
effective immediately prior to, the consummation of the Initial Public Offering.
As of the time that this Agreement becomes effective, the Original Agreement
shall immediately terminate and all rights and obligations thereunder shall be
of no further force and effect, except that such termination of the Original
Agreement shall not relieve any Stockholder from liability for any breach of the
Original Agreement occurring prior to such termination. In the event that the
Initial Public Offering is not consummated, this


                                       21



Agreement shall not become effective, and the Original Agreement shall continue
in full force and effect. Unless earlier terminated, this Agreement shall
terminate upon the seventh anniversary of the consummation of the Initial Public
Offering; provided, however, that the provisions of Section 4.07 shall survive
termination until the expiration of all applicable statutes of limitations; and
provided further that, to the extent that any Demand Registration or Piggyback
Registration has commenced at such time, this Agreement shall remain in effect
until the termination or expiration of such Demand Registration or Piggyback
Registration, as the case may be, and the obligations of Fund IV and the
Additional Stockholders pursuant to Section 4.04 hereof shall continue until 90
days following the effectiveness of the Registration Statement related thereto.

                            [SIGNATURE PAGES FOLLOW]


                                       22



          IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the
terms and provisions of this Amended and Restated Security Holders' Agreement as
of the date first above written.

                                        PGT, INC.


                                        By: /s/ Jeffrey T. Jackson
                                            ------------------------------------
                                        Name: Jeffrey T. Jackson
                                              ----------------------------------
                                        Title: Chief Financial Officer and
                                               Treasurer
                                               ---------------------------------


                                        JLL PARTNERS FUND IV, L.P.


                                        By: /s/ Paul S. Levy
                                            ------------------------------------
                                        Name: Paul S. Levy
                                              ----------------------------------
                                        Title: Managing Member
                                               ---------------------------------


                                        MANAGEMENT INVESTORS:

                                        /s/ Rodney Hershberger
                                        ----------------------------------------
                                        Name: Rodney Hershberger

                                        /s/ Jeffrey T. Jackson
                                        ----------------------------------------
                                        Name: Jeffrey T. Jackson

                                        /s/ Herman W. Moore
                                        ----------------------------------------
                                        Name: Herman W. Moore

                                        /s/ Bruce W. Varnadore
                                        ----------------------------------------
                                        Name: Bruce W. Varnadore



                                        /s/ Linda Gavit
                                        ----------------------------------------
                                        Name: Linda Gavit

                                        /s/ John I. Rankin
                                        ----------------------------------------
                                        Name: John I. Rankin

                                        /s/ Robert B. McCutcheon
                                        ----------------------------------------
                                        Name: Robert B. McCutcheon

                                        /s/ Bradford J. Voss
                                        ----------------------------------------
                                        Name: Bradford J. Voss

                                        /s/ Deborah L. LaPinska
                                        ----------------------------------------
                                        Name: Deborah L. LaPinska


                                       24



                                        /s/ Randy L. White
                                        ----------------------------------------
                                        Name: Randy L. White

                                        /s/ David McCutcheon
                                        ----------------------------------------
                                        Name: David McCutcheon

                                        /s/ Julie A. Heinsman
                                        ----------------------------------------
                                        Name: Julie A. Heinsman

                                        /s/ Kevin Harris
                                        ----------------------------------------
                                        Name: Kevin Harris

                                        /s/ Todd Waggoner
                                        ----------------------------------------
                                        Name: Todd Waggoner

                                        /s/ Cara L. Dohnalek
                                        ----------------------------------------
                                        Name: Cara L. Dohnalek

                                        /s/ Brad Beachy
                                        ----------------------------------------
                                        Name: Brad Beachy

                                        /s/ William I. White
                                        ----------------------------------------
                                        Name: William I. White

                                        /s/ Kenneth W. Hilliard
                                        ----------------------------------------
                                        Name: Kenneth W. Hilliard


                                       25



                                        /s/ Gretchen Reimanl-Moussa
                                        ----------------------------------------
                                        Name: Gretchen Reimal-Moussa

                                        /s/ Debra Madison
                                        ----------------------------------------
                                        Name: Debra Madison

                                        /s/ Jeffrey Slabach
                                        ----------------------------------------
                                        Name: Jeffrey Slabach

                                        /s/ Gary Stokes
                                        ----------------------------------------
                                        Name: Gary Stokes

                                        /s/ James Cassidy
                                        ----------------------------------------
                                        Name: James Cassidy

                                        /s/ Samuel Bryant
                                        ----------------------------------------
                                        Name: Samuel Bryant

                                        /s/ David Olmstead
                                        ----------------------------------------
                                        Name: David Olmstead

                                        /s/ Monte Burns
                                        ----------------------------------------
                                        Name: Monte Burns


                                       26

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Rodney Hershberger, certify that:

     1. I have reviewed this quarterly report on Form 10-Q for the three months ended July 1, 2006 of PGT Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this quarterly report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

     (c) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Rodney Hershberger

Rodney Hershberger

President and Chief Executive Officer

Date: August 10, 2006

-36-

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey T. Jackson, certify that:

     1. I have reviewed this quarterly report on Form 10-Q for the three months ended July 1, 2006 of PGT, Inc.

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this quarterly report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

     (c) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Jeffrey T. Jackson

Jeffrey T. Jackson

Chief Financial Officer and Treasurer

Date: August 10, 2006

-37-

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350
(Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

     In connection with the quarterly report on Form 10-Q of PGT, Inc. (the “Company”) for the quarterly period ended July 1, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Rodney Hershberger, as President and Chief Executive Officer of the Company, and Jeffrey T. Jackson, as Chief Financial Officer and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Rodney Hershberger

Rodney Hershberger

President and Chief Executive Officer

/s/ Jeffrey T. Jackson

Jeffrey T. Jackson

Chief Financial Officer and Treasurer

Dated: August 10, 2006

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

-38-