Exhibit 4.5


 


Execution Version


 


Fourth Supplemental Indenture


 


Fourth
SUPPLEMENTAL INDENTURE, dated as of October 15, 2018 (this “Supplemental Indenture”), among Silver
Line Building Products LLC, a Delaware limited liability company (the “Subsidiary
Guarantor”), Ply Gem Midco, Inc. (formerly known as 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 supplemented by the First Supplemental
Indenture, dated as of April 12, 2018, the Second Supplemental Indenture, dated as of April 12, 2018, and the Third Supplemental
Indenture, dated as of April 13, 2018, and as further 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 Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Subsidiary Guarantor 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, the 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 Guarantor, 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. The Subsidiary Guarantor hereby agrees, jointly and severally with the Existing 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. The Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or
effect, and the 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 the 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.


 





	 	Ply Gem MIDCO, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:   Shawn K. Poe
	 	 	Title:     Chief Financial Officer




  


[Signature
Page to Ply Gem Fourth Supplemental Indenture]


 




     


     


    

 


	 	SUBSIDIARY GUARANTOR:
	 	 
	 	Silver Line Building Products LLC
	 	 
	 	By:	/s/ Shawn K. Poe
	 		Name:   Shawn K. Poe
	 		Title:     Vice President and Secretary


 


[Signature
Page to Ply Gem Fourth 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 Ply Gem Fourth Supplemental Indenture]