EX-4.3



 Exhibit 4.3 

EXECUTION VERSION 

AMENDMENT NO. 1 
 TO
AMENDED AND RESTATED 
 REGISTRATION RIGHTS AGREEMENT 

THIS AMENDMENT NO. 1 to the Amended and Restated Registration Rights Agreement (this “Amendment”) is entered into as of
May 12, 2017, by and between JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and Onex Partners III LP, Onex BP Co-Invest LP, Onex Partners III GP LP, Onex US Principals LP, Onex Partners III PV LP, OAH Wind LLC,
BP EI II LLC, Onex Partners III Select LP, and Onex Advisor Subco III LLC (collectively, the “Onex Shareholders”), to amend the Amended and Restated Registration Rights Agreement, dated as of January 24, 2017 (the
“Registration Rights Agreement”) by and among the Company, the Onex Shareholders and the other Holders party thereto. 

Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Registration Rights Agreement. 

WHEREAS, the provisions of the Registration Rights Agreement may be amended or waived upon the prior written consent of the Company, the
Onex Shareholders holding a majority of the Registrable Securities held by the Onex Shareholders and the holders of at least a majority of the Registrable Securities. 

WHEREAS, the Onex Shareholders hold, as of the date hereof, a majority of the Registrable Securities; and 

WHEREAS, the Onex Shareholders and the Company desire to set forth herein an amendment to the Registration Rights Agreement. 

NOW, THEREFORE, in consideration of the respective covenants contained herein and intending to be legally bound hereby, the parties
agree as follows: 
 1. Amendments to Section 1. 

1.1. Section 1(b) of the Registration Rights Agreement is hereby amended by deleting the following words from the first sentence of such
Section: 
 “at any time and from time to time after six (6) months after the closing of the IPO” 

1.2. Section 1(c) of the Registration Rights Agreement is hereby amended by changing “6 months” to “4 months” in the
first sentence of such Section. 
 1.3. Section 1(h) of the Registration Rights Agreement is hereby amended by changing “six
months” to “four months” in the first sentence of such Section. 
 2. Amendment to Section 3(a).
Section 3(a) of the Registration Rights Agreement is hereby replaced in its entirety with the following: 
 “Each holder of
Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of Registrable Securities of the Company, or any securities convertible into or exchangeable or exercisable
for such securities, prior to July 26, 2017. Further, each Specified Holder agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of Registrable Securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period beginning on the effective date of (x) any underwritten Demand Registration or (y) any underwritten
Piggyback Registration 







 
in which Registrable Securities are included or (z) any Public Offering for the account of the Company (except as part of such underwritten registration), unless the underwriters managing
the Public Offering otherwise agree. In connection with any underwritten Demand Registration, each Specified Holder will, if so requested by the managing underwriter, enter into customary lock-up agreements for the periods specified in the preceding
sentence (or such shorter periods to which the managing underwriter may agree).” 
 3. Amendment to Section 11.
Section 11 of the Registration Rights Agreement is hereby amended by adding the following definition to such Section (in alphabetical order): 

“Specified Holder” means any holder of Registrable Securities that is either: (x) a director or officer of the Company,
(y) as of the date of Amendment No. 1 to this Agreement, the beneficial owner of 1% or more of the Company’s outstanding Common Stock (including for the avoidance of doubt each trustee of a trust that owns 1% or more of the
Company’s outstanding Common Stock, in such trustee’s individual capacity, as a trustee of any trust that holds Registrable Securities, or otherwise), or (z) a selling shareholder selling as part of such Demand Registration, Piggyback
Registration or Public Offering, in each case together with the permitted transferees of each such holder. 
 4. Effectiveness. This
Amendment shall be deemed to be effective and in full force and effect as of the date hereof. Except as expressly amended by this Amendment, all terms and provisions of the Registration Rights Agreement shall remain unchanged and in full force and
effect without modification, and nothing herein shall operate as a waiver of any party’s rights, powers or privileges under the Registration Rights Agreement. 

5. Counterparts. This Amendment may be executed in counterparts, each of which shall be considered an original, but all of which
together shall constitute one and the same instrument. 
 6. Severability. If any provision of this Amendment is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provisions of this Amendment held invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable. 
 7. Governing Law. This Amendment and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. 

8. Jurisdiction. Each party to this Amendment hereby irrevocably and unconditionally (i) agrees that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the
District of Delaware) (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consents to submit to the exclusive jurisdiction of the Delaware
Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consents to service of process in accordance with Section 12(m) of the Registration Rights Agreement with the same legal force and
validity as if served upon such party personally within the State of Delaware or in such other manner as may be permitted by applicable law, (iv) waives any objection to the laying of venue of any such action or proceeding in the Delaware Court
and (v) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. 

  
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 9. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which
may arise under this Amendment is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or
indirectly arising out of or relating to this Amendment, or the breach, termination or validity of this Amendment, or the transactions contemplated hereby or by the Registration Rights Agreement. Each party certifies and acknowledges that
(a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each such party understands and has
considered the implications of this waiver, (c) each such party makes this waiver voluntarily, and (d) each such party has been induced to enter into this Amendment by, among other things, the mutual waivers and certifications in this
Section 9. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective
officers thereunto duly authorized, all as of the date first written above. 
  

			
	COMPANY:
	
	JELD-WEN HOLDING, INC.
		
	By:	 	/s/ Laura W. Doerre
		 	Name: Laura W. Doerre
		 	Title: Executive Vice President, General Counsel and Chief Compliance Officer



  
 [Signature Page to
Amendment No. 1 to Amended and Restated Registration Rights Agreement] 








 
			
	ONEX:
	
	ONEX PARTNERS III LP
	By:	 	Onex Partners III GP LP, its General Partner
	By:	 	Onex Partners Manager LP, its Agent
	By:	 	Onex Partners Manager GP ULC, its General Partner
		
	By:	 	/s/ Matthew Ross
		 	 Name:  Matthew Ross

		 	 Title:    Managing Director

		
	By:	 	/s/ Amir Motamedi
		 	 Name:  Amir Motamedi

		 	 Title:    Managing Director

	
	OAH WIND LLC
		
	By:	 	/s/ Matthew Ross
		 	 Name:  Matthew Ross

		 	 Title:    Director



  

			
	BP EI II LLC
		
	By:	 	/s/ Matthew Ross
		 	 Name:  Matthew Ross

		 	 Title:    Director

	
	 ONEX BP CO-INVEST LP

	By:	 	Onex Partners III GP LP, its General Partner
	By:	 	Onex Partners Manager LP, its Agent
	By:	 	Onex Partners Manager GP ULC, its General Partner
		
	By:	 	/s/ Matthew Ross
		 	 Name:  Matthew Ross

		 	 Title:    Managing Director

		
	By:	 	/s/ Amir Motamedi
		 	 Name:  Amir Motamedi

		 	 Title:    Managing Director

	
	 ONEX ADVISOR SUBCO III LLC

		
	By:	 	/s/ Joel I. Greenberg
		 	 Name:  Joel I. Greenberg

		 	 Title:    Director

		
	By:	 	/s/ Marci Settle
		 	 Name:  Marci Settle

		 	 Title:    Director




  
 [Signature Page to
Amendment No. 1 to Amended and Restated Registration Rights Agreement] 








 
			
	ONEX PARTNERS III GP LP
	By:	 	Onex Partners GP Inc., its General Partner
		
	By:	 	/s/ Joshua Hausman
		 	 Name:  Joshua Hausman

		 	 Title:    Vice President



  

			
	By:	 	/s/ Matthew Ross
		 	 Name:  Matthew Ross

		 	 Title:    Vice President



  

			
	ONEX US PRINCIPALS LP
	By:	 	Onex American Holdings GP LLC, its General Partner
		
	By:	 	/s/ Matthew Ross
		 	 Name:  Matthew Ross

		 	 Title:    Director



  

			
	ONEX PARTNERS III PV LP
	By:	 	Onex Partners III GP LP, its General Partner
	By:	 	Onex Partners Manager LP, its Agent
	By:	 	Onex Partners Manager GP ULC, its General Partner
		
	By:	 	/s/ Matthew Ross
		 	 Name:  Matthew Ross

		 	 Title:    Managing Director



  

			
	By:	 	/s/ Amir Motamedi
		 	 Name:  Amir Motamedi

		 	 Title:    Managing Director



  

			
	ONEX PARTNERS III SELECT LP
	By:	 	Onex Partners III GP LP, its General Partner
	By:	 	Onex Partners Manager LP, its Agent
	By:	 	Onex Partners Manager GP ULC, its General Partner


  

			
	By:	 	/s/ Matthew Ross
		 	 Name:  Matthew Ross

		 	 Title:    Managing Director



  

			
	By:	 	/s/ Amir Motamedi
		 	 Name:  Amir Motamedi

		 	 Title:    Managing Director




  
 [Signature Page to
Amendment No. 1 to Amended and Restated Registration Rights Agreement]