Exhibit 4.4


EXECUTION VERSION


 


Third Supplemental Indenture


 


THIRD SUPPLEMENTAL INDENTURE, dated as of
April 13, 2018 (this “Supplemental Indenture”), among the Subsidiary Guarantors
signatory to this Supplemental Indenture (the “Subsidiary Guarantors”), Pisces Midco, Inc. (the “Company”),
and each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors”),
and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company, any Existing Guarantors
and the Trustee have heretofore become parties to an Indenture, dated as of April 12, 2018 (as amended, supplemented, waived or
otherwise modified, the “Indenture”), providing for the issuance of Notes in series;


 


WHEREAS, Section 1308 of the Indenture
provides that the Company is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Subsidiary Guarantors shall guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;


 


WHEREAS, each Subsidiary Guarantor desires
to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the
financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition of the
Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed, and on such Subsidiary Guarantor’s
access to working capital through the Company’s access to revolving credit borrowings and term borrowings under the Senior
Credit Agreements; and


 


WHEREAS, pursuant to Section 901 of the
Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without
the consent of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Company,
the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:


 


1.       Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 






    	 		 



     


    

 





2.       Agreement
to Guarantee. Each Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors and fully
and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject
to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of) all
other applicable provisions of the Indenture as a Subsidiary Guarantor.


 


3.       Termination,
Release and Discharge. Each Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or
effect, and each Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee,
as and when provided in Section 1303 of the Indenture.


 


4.       Parties.
Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee,
any legal or equitable right, remedy or claim under or in respect of each Subsidiary Guarantor’s Subsidiary Guarantee or
any provision contained herein or in Article XIII of the Indenture.


 


5.       Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT
TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


6.       Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.


 


7.       Counterparts.
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement.


 


8.       Headings.
The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	PISCES MIDCO, INC.
	 	 
	 	By: 	/s/ Theresa A. Gore
	 	 	Name:  Theresa A. Gore
	 	 	Title:Vice President and Secretary


 





[Signature
Page to Pisces Third Supplemental Indenture]


 




    	 	 	 



     


    

 


	 	SUBSIDIARY GUARANTORS:
	 	 
	 	ATRIUM CORPORATION
	 	 
	 	By: 	/s/ Chris Gunn
	 	 	Name: Chris Guinn
	 	 	Title:Chief Financial Officer
	 	 
	 	ATRIUM INTERMEDIATE HOLDINGS, INC.
	 	 
	 	By:	/s/ Chris Gunn
	 	 	Name: Chris Guinn
	 	 	Title:Chief Financial Officer
	 	 
	 	ATRIUM PARENT, INC.
	 	 
	 	By: 	/s/ Chris Gunn
	 	 	Name: Chris Guinn
	 	 	Title:Chief Financial Officer
	 	 
	 	AMERICAN SCREEN MANUFACTURERS, INC.
	 	 
	 	By: 	/s/ Chris Gunn
	 	 	Name: Chris Guinn
	 	 	Title:Chief Financial Officer
	 	 
	 	ATRIUM EXTRUSTION SYSTEMS, INC.
	 	 
	 	By: 	/s/ Chris Gunn
	 	 	Name: Chris Guinn
	 	 	Title:Chief Financial Officer


 





[Signature
Page to Pisces Third Supplemental Indenture]







 




    	 	 	 



     


    

 


	 	ATRIUM WINDOWS AND DOORS, INC.
	 	 
	 	By: 	/s/ Chris Gunn
	 	 	Name: Chris Guinn
	 	 	Title:Chief Financial Officer
	 	 
	 	CHAMPION WINDOW, INC.
	 	 
	 	By: 	/s/ Chris Gunn
	 	 	Name: Chris Guinn
	 	 	Title:Chief Financial Officer
	 	 
	 	THERMAL INDUSTRIES, INC.
	 	 
	 	By: 	/s/ Chris Gunn
	 	 	Name: Chris Guinn
	 	 	Title:Chief Financial Officer


 





[Signature
Page to Pisces Third Supplemental Indenture]







 




    	 	 	 



     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By: 	/s/ Joseph P. O’Donnell
	 	 	Name: Joseph P. O’Donnell
	 	 	Title: Vice President


 





[Signature
Page to Pisces Third Supplemental Indenture]