Exhibit 4.3


 


EXECUTION VERSION







 


Second Supplemental Indenture


 


SECOND SUPPLEMENTAL INDENTURE, dated as of
April 12, 2018 (this “Supplemental Indenture”), among the Subsidiary Guarantors
signatory to this Supplemental Indenture (the “Subsidiary Guarantors”), Pisces Midco, Inc. (the “Company”)
and Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company 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
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.


 




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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 Second Supplemental Indenture]


 




     


     


    

 





	 	SUBSIDIARY GUARANTORS:
	 	 
	 	ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	ALENCO EXTRUSION GA, L.L.C.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	ALENCO EXTRUSION MANAGEMENT, L.L.C.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	ALENCO HOLDING CORPORATION
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature
Page to Pisces Second Supplemental Indenture]


 




     


     


    

 


	 	ALENCO INTERESTS, L.L.C.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 
	 	ALENCO TRANS, INC.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 
	 	ALENCO WINDOW GA, L.L.C.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 
	 	ALUMINUM SCRAP RECYCLE, L.L.C.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 		Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 
	 	AWC ARIZONA, INC.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 





[Signature
Page to Pisces Second Supplemental Indenture]



 




     


     


    

 





	 	AWC HOLDING COMPANY
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	FOUNDATION LABS BY PLY GEM, LLC
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	GLAZING INDUSTRIES MANAGEMENT, L.L.C.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	GREAT LAKES WINDOW, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 	 
	 	KROY BUILDING PRODUCTS, INC.
	 	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer




 





[Signature
Page to Pisces Second Supplemental Indenture]




 




     


     


    

 


	 	MASTIC HOME EXTERIORS, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	MW MANUFACTURERS INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	MWM HOLDING, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	NAPCO, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	NEW ALENCO EXTRUSION, LTD.
	 	 
	 	By:	Alenco Extrusion Management, L.L.C., its general partner
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 





[Signature
Page to Pisces Second Supplemental Indenture]



 




     


     


    

 


	 	NEW ALENCO WINDOW, LTD.
	 	 
	 	By:	Alenco Building Products Management, L.L.C., its general partner
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 
	 	NEW GLAZING INDUSTRIES, LTD.
	 	 
	 	By:	Glazing Industries Management, L.L.C., its general partner
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 
	 	PLY GEM HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 	 
	 	PLY GEM INDUSTRIES, INC.
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer



 


[Signature
Page to Pisces Second Supplemental Indenture]


 






    	 		 



     


    

 


	 	PLY GEM PACIFIC WINDOWS CORPORATION
	 	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 


[Signature
Page to Pisces Second Supplemental Indenture]






 




     


     


    

 


	 	PLY GEM SPECIALITY PRODUCTS, LLC
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	SIMEX, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	SIMONTON BUILDING PRODUCTS LLC
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	SIMONTON INDUSTRIES, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	SIMONTON WINDOWS & DOORS, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 


 





[Signature
Page to Pisces Second Supplemental Indenture]



 




     


     


    

 


	 	SIMONTON WINDOWS, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer
	 	 
	 	VARIFORM, INC.
	 	 
	 	By:	/s/ Shawn K. Poe
	 	 	Name:	Shawn K. Poe
	 	 	Title:	Vice President, Secretary and Treasurer


 





[Signature
Page to Pisces Second 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 Second Supplemental Indenture]