Exhibit 10.14


 


Execution Version




 


AMENDMENT
NO. 5, dated as of September 4, 2020 (this “Fifth Amendment”), among CORNERSTONE BUILDING BRANDS, INC.,
a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers
party hereto (collectively with the Parent Borrower, the “Borrowers”), the Lenders party hereto and UBS AG, STAMFORD
BRANCH (“UBS”), as Administrative Agent and Collateral Agent.


 


WHEREAS, the Parent Borrower, the Subsidiary Borrowers
from time to time party thereto, UBS, as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Lender, the Lenders and
other Issuing Lenders from time to time party thereto, are parties to that certain ABL Credit Agreement dated as of April 12, 2018
(as amended by Amendment No. 1, dated as of August 7, 2018, Amendment No. 2, dated as of October 15, 2018, Amendment
No. 3, dated as of November 14, 2018, and Amendment No. 4, dated as of November 16, 2018, and as the same may be further
amended, supplemented, waived or otherwise modified prior to the date hereof, the “Credit Agreement”);


 


WHEREAS, the Lenders party hereto constitute the
Supermajority Lenders under the Credit Agreement as of the Fifth Amendment Effective Date (as defined below); and


 


WHEREAS, effective as of the Fifth Amendment Effective
Date and pursuant to Subsection 11.1(a) of the Credit Agreement, the Borrowers, the Supermajority Lenders and the Administrative
Agent have agreed to amend the Credit Agreement (as so amended, the “Amended Credit Agreement”) as set forth in Section 1
hereto.


 


NOW, THEREFORE, in consideration of the premises
contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.          Credit
Agreement Amendments. The Credit Agreement is, effective as of the Fifth Amendment Effective Date, hereby amended as follows:


 


(a)          Subsection
1.1 of the Credit Agreement is hereby amended by adding the following new definitions, to appear in proper alphabetical order:


 


““Affected Financial Institution”:
(a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“BHC Act Affiliate”:
the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).


 


“Covered Entity”:
any of the following:


 


(i)          a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)         a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 






     


     


    

 


(iii)        a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Default Right”: the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


 


“Division”: as defined
in Subsection 1.2(l).


 


“Resolution Authority”:
an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“UK Financial Institution”:
any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”:
the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“U.S. Special Resolution Regime”:
each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.”


 


(b)          Subsection
1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Bail-In Action” as follows:


 


““Bail-In Action”:
the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.”


 


(c)          Subsection
1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Bail-In Legislation” as follows:


 


““Bail-In Legislation”:
(a) with respect to any EEA Member Country implementing Article 55 of the Bank Recovery and Resolution Directive, the
implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with
respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time).”


 


(d)          Subsection
1.1 of the Credit Agreement is hereby amended by amending the definition of “Eligible Accounts” by deleting clause (a) of
that definition and replacing it with the following:


 


“(a)        (i) for
the Borrowing Base Certificates delivered with respect to the Fiscal Periods of the Borrower ending August 29, 2020 through and including
July 31, 2021 (or for any Borrowing Base Certificate delivered on a more frequent basis to the extent provided in Subsection 7.2(f) with
respect to any period ending on or after August 29, 2020 and on or prior to July 31, 2021), Accounts which remain unpaid more
than 150 days after the original invoice date therefor; provided that, notwithstanding the foregoing, up to the Dollar Equivalent
of $10,000,000 of Accounts shall not be deemed ineligible under this clause (a)(i) until such Accounts remain unpaid more than 180
days of the original invoice date, and (ii) at all other times (and, for the avoidance of doubt, including all Fiscal Periods
which end subsequent to July 31, 2021), Accounts which remain unpaid more than 90 days after the original invoice date therefor;
provided that, notwithstanding the foregoing, up to the Dollar Equivalent of $10,000,000 of Accounts shall not be deemed ineligible
under this clause (a)(ii) until such Accounts remain unpaid more than 120 days of the original invoice date;”


 






    	 	-2-	 



     


    

 


(e)          Subsection
1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Write-Down and Conversion Powers”
as follows:


 


““Write-Down and Conversion
Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, the powers of the applicable
Resolution Authority in each case under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK
Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares,
securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if
a right had been exercised under it or to suspend any obligation in respect of that liability.”


 


(f)           Subsection
1.2 of the Credit Agreement is hereby amended by inserting the following as a new clause (l) thereof:


 


“(l)         Any
reference herein or in any other Loan Document to (i) a transfer, assignment, sale, disposition or transfer, or similar term,
shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability
company (collectively, a “Division”), as if it were a transfer, assignment, sale or transfer, or similar term, as applicable,
to a separate Person, and (ii) a merger, consolidation, amalgamation or consolidation, or similar term, shall be deemed to
apply to the division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, or
the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term,
as applicable, with a separate Person.”


 


(g)          Subsection
11.23 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“11.23 Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary herein or in any other Loan Document,
each party hereto acknowledges that any liability of any party hereto that is an Affected Financial Institution arising hereunder or under
any other Loan Document, to the extent such liability is unsecured (all such liabilities, other than any Excluded Liability, the “Covered
Liabilities”), may be subject to Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents
to, and acknowledges and agrees to be bound by:


 






    	 	-3-	 



     


    

 


(a)          the
application of Write-Down and Conversion Powers of the applicable Resolution Authority to any Covered Liability arising hereunder or under
any other Loan Document which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such Covered Liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such Covered Liability;


 


(ii)         a
conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability under this Agreement or any other
Loan Document; or


 


(iii)        the
variation of the terms of such Covered Liability in connection with the exercise of Write-Down and Conversion Powers of the applicable
Resolution Authority.


 


Notwithstanding anything to the contrary
herein, nothing contained in this Subsection 11.23 shall modify or otherwise alter the rights or obligations under this Agreement
or any other Loan Document or with respect to any liability that is not a Covered Liability.”


 


(h)          Section 11
of the Credit Agreement is hereby amended by inserting the following as a new Subsection 11.24 thereof and renumbering the remaining subsections
appropriately:


 


“11.24          Recognition
of U.S. Special Resolution Regime. In the event that any Lender that is a Covered Entity becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer from such Lender of this Agreement, and any interest and obligation in or under this Agreement,
will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and
any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any
Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the
United States or a state of the United States.”


 






    	 	-4-	 



     


    

 


Section 2.          Interpretation.
For purposes of this Fifth Amendment, all terms used herein which are not otherwise defined herein, including but not limited to those
terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Amended Credit Agreement.


 


Section 3.          Effectiveness.


 


(a)          Section 1
of this Fifth Amendment shall become effective on the date (such date, if any, the “Fifth Amendment Effective Date”)
that the Administrative Agent shall have received executed signature pages hereto from the Borrowers, the Administrative Agent and
the Supermajority Lenders.


 


(b)          The
Administrative Agent shall promptly notify the Lenders in writing when the Fifth Amendment Effective Date has occurred.


 


The execution and delivery of this Fifth Amendment
by the Lenders hereunder shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and Lenders that each
of the conditions precedent set forth in this Section 3 shall have been satisfied in accordance with its respective terms
or shall have been irrevocably waived by such Person.


 


Section 4.          Representations
and Warranties. After giving effect to the Fifth Amendment Effective Date, each of the representations and warranties made by
any Loan Party pursuant to the Credit Agreement and any other Loan Document to which it is a party shall, except to the extent that they
relate to a particular date, be true and correct in all material respects on and as of the Fifth Amendment Effective Date as if made on
and as of such date.


 


Section 5.          Fees
and Expenses. The U.S. Borrowers, jointly and severally, agree to pay or reimburse the Administrative Agent in accordance with
Subsection 11.5 of the Credit Agreement for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection
with this Fifth Amendment, including, without limitation, the reasonable and documented fees and disbursements of Cahill, Gordon &
Reindel LLP, solely in its capacity as counsel to the Administrative Agent (and, for the avoidance of doubt, not of counsel to any other
Lender).


 


Section 6.          Counterparts.
This Fifth Amendment may be executed by one or more of the parties to this Fifth Amendment on any number of separate counterparts (including
by facsimile and other electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the
same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of
like import in or relating to any document signed in connection with this Fifth Amendment and the transactions contemplated hereby shall
be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity and enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic
Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective
as delivery of a manually executed counterpart hereof.


 






    	 	-5-	 



     


    

 


Section 7.          Governing
Law. THIS FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT
OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION. THE PROVISIONS OF SUBSECTION 11.13 OF THE CREDIT AGREEMENT
SHALL APPLY TO THIS AMENDMENT AS IF SET FORTH HEREIN, MUTATIS MUTANDIS. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


Section 8.          Headings.
The headings of this Fifth Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 


Section 9.          Effect
of Amendment. This Fifth Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the
Fifth Amendment Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement,
shall, unless expressly provided otherwise, refer to the Amended Credit Agreement, except for (a) the representations and
warranties made by the Borrowers and the other Loan Parties prior to the Fifth Amendment Effective Date (which representations and warranties
made prior to the Fifth Amendment Effective Date shall not be superseded or rendered ineffective by this Fifth Amendment as they pertain
to the period prior to the Fifth Amendment Effective Date) and (b) any action or omission performed or required to be performed
pursuant to the Credit Agreement prior to the Fifth Amendment Effective Date. For the avoidance of doubt, any certificate or other document
the form of which is set out in any exhibit attached to the Credit Agreement or any other Loan Document may be revised, as applicable,
to refer to the Amended Credit Agreement. This Fifth Amendment shall not constitute a novation of the Credit Agreement or any other Loan
Document.


 


[Remainder of Page Intentionally Left Blank]


 






    	 	-6-	 



     


    

 


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


 


 


	 	CORNERSTONE BUILDING BRANDS, INC.,
	 	as Parent Borrower
	 	 
	 	 
	 	By:	/s/ Todd R. Moore
	 	 	Name:	Todd R. Moore
	 	 	Title:	Executive Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary




 


[Signature Page –
Amendment No. 5 to the ABL Credit Agreement]


 






     


     


    





 


	 	PLY
    GEM INDUSTRIES, INC.,
	 	as
    a U.S. Subsidiary Borrower
	 	 
	 	 
	 	By:
    	/s/
    Todd R. Moore
	 	 	Name:
    	Todd
    R. Moore
	 	 	Title:
    	Executive
    Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary
	 	 
	 	 
	 	ATRIUM
    WINDOWS AND DOORS, INC.,
	 	as
    a U.S. Subsidiary Borrower
	 	 
	 	 
	 	By:	/s/
    Todd R. Moore
	 	 	Name:
    	Todd
    R. Moore
	 	 	Title:
    	Executive
    Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary
	 	 
	 	 
	 	NCI
    GROUP, INC.
	 	as
    a U.S. Subsidiary Borrower
	 	 
	 	 
	 	By:	/s/
    Todd R. Moore
	 	 	Name: 	Todd R. Moore
	 	 	Title:
    	Executive
    Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary
	 	 
	 	 
	 	ROBERSTON-CECO
    II CORPORATION, INC.
	 	as
    a U.S. Subsidiary Borrower
	 	 
	 	 
	 	By:
    	/s/
    Todd R. Moore
	 	 	Name:
    	Todd
    R. Moore
	 	 	Title:
    	Executive
    Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary



 


[Signature Page –
Amendment No. 5 to the ABL Credit Agreement]


 






     


     


    

 


	 	GIENOW
    CANADA INC.,
	 	as
    a Canadian Borrower
	 	 
	 	 
	 	By:
    	/s/
    Todd R. Moore
	 	 	Name:
    	Todd
    R. Moore
	 	 	Title:
    	Vice-President
	 	 
	 	 
	 	MITTEN
    INC.,
	 	as
    a Canadian Borrower
	 	 
	 	 
	 	By:
    	/s/
    Todd R. Moore
	 	 	Name:
    	Todd
    R. Moore
	 	 	Title:
    	Vice-President
	 	 
	 	 
	 	ROBERTSTON
    BUILDING SYSTEMS LIMITED,
	 	as
    a Canadian Borrower
	 	 
	 	 
	 	By:
    	/s/
    Todd R. Moore
	 	 	Name:
    	Todd
    R. Moore
	 	 	Title:
    	Secretary
    and Treasurer



 


[Signature Page –
Amendment No. 5 to the ABL Credit Agreement]


 






     


     


    

 


	 	UBS
    AG, STAMFORD BRANCH,
	 	as
    Administrative Agent, Collateral Agent and a Lender
	 	 
	 	 
	 	By:	/s/
    Anthony Joseph
	 	 	Name:
    	Anthony
    Joseph
	 	 	Title:
    	Associate
    Director
	 	 
	 	 
	 	By:
    	/s/
    Houssem Daly
	 	 	Name:
    	Houssem
    Daly
	 	 	Title:
    	Associate
    Director



 


[Signature Page –
Amendment No. 5 to the ABL Credit Agreement]


 






     


     


    

 


	 	BANK
    OF AMERICA, N.A.,
	 	as
    a Lender and an Issuing Lender
	 	 
	 	 
	 	By:
    	/s/
    Steve Siravo
	 	 	Name:
    	Steve
    Siravo
	 	 	Title:
    	Senior
    Vice President



 


[Signature Page –
Amendment No. 5 to the ABL Credit Agreement]


 






     


     


    

 


	 	Crédit
    Agricole Corporate and Investment Bank,
	 	as
    a Lender
	 	 
	 	 
	 	By:
    	/s/
    Thibault Rosset
	 	 	Name:
    	Thibault
    Rosset
	 	 	Title:
    	Managing
    Director
	 	 
	 	 
	 	By:
    	/s/
    Amin Issa
	 	 	Name:
    	Amin
    Issa
	 	 	Title:
    	Director



 


[Signature Page –
Amendment No. 5 to the ABL Credit Agreement]


 






     


     


    





 


	 	Barclays bank plc,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	 /s/ Sean Duggan
	 	 	Name: Sean Duggan
	 	 	Title: Vice President



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Philip Tancorra
	 	 	Name: Philip Tancorra
	 	 	Title: Vice President
	 	 
	 	By:	/s/ Jennifer Culbert
	 	 	Name: Jennifer Culbert
	 	 	Title: Vice President



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	 	as a Lender
	 	 
	 	By:	/s/ Lingzi Huang
	 	 	Name: Lingzi Huang
	 	 	Title: Authorized Signatory
	 	 
	 	By:	/s/ Nicolas Thierry
	 	 	Name: Nicolas Thierry
	 	 	Title: Authorized Signatory



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	Goldman Sachs Bank USA,
	 	as a Lender
	 	 
	 	By:	 /s/ Mahesh Mohan
	 	 	Name: Mahesh Mohan
	 	 	Title: Authorized Signatory



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	JEFFERIES FINANCE LLC,
	 	as a Lender
	 	 
	 	By: 	/s/ J.R. Young
	 	 	Name: J.R. Young
	 	 	Title: Managing Director



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ James Shender
	 	 	Name: James Shender
	 	 	Title: Executive Director



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	MUFG UNION BANK, N.A.,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	 /s/ Paul M. Angland
	 	 	Name: Paul M. Angland
	 	 	Title: Director



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	NATIXIS, NEW YORK BRANCH,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	 /s/ Douglas Lenart
	 	 	Name: Douglas Lenart
	 	 	Title: Managing Director
	 	 
	 	By:	 /s/ Khallil Benzine
	 	 	Name: Khallil Benzine
	 	 	Title: Executive Director



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	ROYAL BANK OF CANADA,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	 /s/ Stuart Coulter
	 	 	Name: Stuart Coulter
	 	 	Title: Authorized Signatory



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	Regions Bank,
	 	as a Lender
	 	 
	 	By: 	/s/ Kevin D. Padgett
	 	 	Name: Kevin D. Padgett
	 	 	Title: Managing Director



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	as a Lender
	 	 
	 	By:	/s/ Glenn Autorino
	 	 	Name: Glenn Autorino
	 	 	Title: Managing Director



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	U.S. Bank national association,
	 	as a Lender and as an Issuing Lender
	 	 
	 	By:	/s/ Lisa Freeman
	 	 	Name: Lisa Freeman
	 	 	Title: Senior Vice President



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]


 






    


     


    

 


	 	U.S. Bank national association, 

ACTING THROUGH ITS CANADA BRANCH
	 	as a Lender and as an Issuing Lender
	 	 
	 	By: 	/s/ Lisa Freeman
	 	 	Name: Lisa Freeman
	 	 	Title: Senior Vice President



 


[Signature Page – Amendment No. 5 to the
ABL Credit Agreement]