Exhibit 10.15


 


EXECUTION VERSION


 


AMENDMENT
NO. 6, dated as of April 15, 2021 (this “Sixth 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 and Issuing Lenders party hereto and UBS AG,
STAMFORD BRANCH (“UBS”), as Administrative Agent, Collateral Agent and Swingline Lender and, solely for the purposes
of Section 6 hereof, the Guarantors. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have
the respective meanings provided to such terms in the Credit Agreement (as defined below).


 


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, Amendment No. 4, dated as of November 16, 2018, and Amendment No. 5, dated as of September 4, 2020, and as the same may be further
amended, supplemented, waived or otherwise modified prior to the date hereof, the “Credit Agreement”);


 


WHEREAS, pursuant to Subsection 2.8 of the Credit
Agreement, the Borrowers have requested that the Initial Revolving Commitment outstanding immediately prior to the Sixth Amendment Effective
Date (as defined in Section 3 hereof) (the “Existing Revolving Commitment”) of each Lender (the “Extending
Revolving Credit Lenders”) be converted to extend the scheduled termination date of such Existing Revolving Commitments and
each Extending Revolving Credit Lender has agreed to extend the scheduled termination date of such Existing Revolving Commitments (such
Existing Revolving Commitments as extended, the “Extended Initial Revolving Commitments”), in each case subject to
the terms and conditions set forth herein;


 


WHEREAS, pursuant to Subsection 2.8(c) of the Credit
Agreement, (i) no consent of any Lender shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing
to such Extension with respect to its Commitments (or a portion thereof) and (B) with respect to any Extension of the Commitments, the
consent of each Issuing Lender and the Swingline Lender;


 


WHEREAS, each Extending Revolving Credit Lenders’
Existing Revolving Commitment shall be terminated upon the effectiveness of this Sixth Amendment, and shall be replaced by an Extended
Initial Revolving Commitment;


 


WHEREAS, effective as of the Sixth Amendment Effective
Date and pursuant to Subsection 11.1(a) of the Credit Agreement, the Borrowers and the Lenders party hereto, constituting no less than
the Required Lenders (determined immediately prior to giving effect to this Sixth Amendment) agree to the amendments to the Credit Agreement
(as so amended, the “Amended Credit Agreement”) as set forth in Section 1 hereto; and


 






     


     


    

 


WHEREAS,
UBS Securities LLC, Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Royal Bank of
Canada, U.S. Bank National Association, Goldman Sachs Bank USA, Regions Bank, MUFG Union Bank, N.A., Credit Suisse AG, Cayman Islands
Branch, Natixis, New York Branch, Crédit Agricole Corporate and Investment Bank, Jefferies Finance LLC and Sumitomo Mitsui Banking
Corporation are the joint lead arrangers and joint bookrunners for this Sixth Amendment and the Extended Initial Revolving Commitments
(in such capacity, the “Sixth Amendment Lead Arrangers”).


 


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.                                     
Agreements and Amendment of the Credit Agreement.


 


(a)           
Certain Agreements.


 


(i)                             Any commitment fees under Subsection 4.5(a) of the Credit Agreement and any Letter of Credit fees under Section 3 of the Credit
Agreement, in each case, accrued to, but not including, the Sixth Amendment Effective Date, shall be paid in full in cash on the Sixth
Amendment Effective Date (the “Fees Prepayment”), it being understood and agreed that such fees pursuant to such Subsections
shall accrue for the account of the Extending Revolving Credit Lenders from and after the Sixth Amendment Effective Date. Any accrued
and unpaid interest on Revolving Credit Loans outstanding immediately prior to the Sixth Amendment Effective Date, accrued to, but not
including, the Sixth Amendment Effective Date, shall be paid in full in cash on the Sixth Amendment Effective Date (the “Interest
Prepayment”), it being understood and agreed that interest shall accrue for the account of the Extending Revolving Credit Lenders
from and after the Sixth Amendment Effective Date.


 


(ii)                            Unless the context shall otherwise require, the Extending Revolving Credit Lenders shall constitute “Revolving Credit
Lenders” and “Lenders,” the Extended Initial Revolving Commitments shall constitute “Initial Revolving Commitments”,
“Extended Revolving Commitments” and “Commitments” and revolving loans made pursuant to the Extended Initial Revolving
Commitments shall constitute “Revolving Credit Loans” and “Loans,” in each case for all purposes of the Amended
Credit Agreement and the other Loan Documents. The U.S. Facility Commitment, Canadian Facility Commitment, U.S. Facility L/C Commitment
and Canadian Facility L/C Commitment of each Lender shall remain unchanged.


 


(iii)                           Each Issuing Lender and each Extending Revolving Credit Lender hereby agrees that, notwithstanding the termination of the
Existing Revolving Commitments, the Letters of Credit outstanding on the Sixth Amendment Effective Date shall remain outstanding, and
each Extending Revolving Credit Lender further agrees that it shall be bound by the applicable provisions of Section 3 of the Amended
Credit Agreement in respect thereof.


 






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(b)          
Initial Amendments. The Credit Agreement is, effective as of the Sixth Amendment Effective Date, hereby amended as follows:


 


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


 


““Erroneous
Distribution”: as defined in Subsection 10.5.”


 


““Extended Initial Revolving
Commitments”: as defined in the Sixth Amendment. As of the Sixth Amendment Effective Date, immediately after giving effect to
the Sixth Amendment, the aggregate amount of the Extended Initial Revolving Commitments of the Lenders is $611,000,000. Unless the context
shall otherwise require, Extended Initial Revolving Commitments shall constitute “Initial Revolving Commitments” and “Commitments”
and revolving loans made pursuant to the Extended Initial Revolving Commitments shall constitute “Revolving Credit Loans”
and “Loans,” in each case for all purposes of this Agreement and the other Loan Documents.”


 


““Sixth Amendment”:
the Sixth Amendment to Credit Agreement, dated as of April 15, 2021, by and among the Loan Parties, the Revolving Credit Lenders and Issuing
Lenders party thereto, the Administrative Agent and Swingline Lender.”


 


““Sixth Amendment Effective
Date”: April 15, 2021.”


 


(ii)                            Subsection 1.1 of the Credit Agreement is hereby amended by amending the definition of “Designated Foreign Currency”
to eliminate the reference to “, Sterling”.


 


(iii)                           Subsection 1.1 of the Credit Agreement is hereby amended by amending the definition of “Dollar Equivalent” to
(1) eliminate clause (d) thereunder and (2) replace “(e)” with “(d)”.


 


(iv)                          Subsection 1.1 of the Credit Agreement is hereby amended by amending the definition of “Interest Period” to (1)
eliminate the reference to “two,” in clauses (a) and (b) thereunder and (2) insert “(other than a one week Interest
Period)” after “shorter period” under clause (a) and (b) thereunder;


 


(v)                           Subsection 1.1 of the Credit Agreement is hereby amended by eliminating the defined terms “Sterling” and “£”.


 






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(vi)                          Subsection 1.1 of the Credit Agreement
is hereby amended by amending the definition of “LIBOR Rate” to (1) replace the first paragraph thereof with the following:


 


“with
respect to each day during each Interest Period pertaining to a Eurocurrency Loan, the rate per annum equal to the ICE Benchmark Administration
(or any successor organization) LIBOR Rate (“ICE LIBOR”), as published by Reuters (being currently (x) with respect
to Dollars, the page designated as “LIBO” and (y) with respect to Euro, the page designated as “EURIBOR01”) (or
other commercially available source providing quotations of ICE LIBOR as may be designated by the Administrative Agent from time
to time and as consented to by the Borrower Representative), at approximately 11:00 A.M., London time, two Business Days prior to the
commencement of such Interest Period, for deposits in Dollars or a Designated Foreign Currency (other than Canadian Dollars), as applicable
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, to the extent
than an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR Rate” shall
be the Interpolated Screen Rate.”


 


and
(2) insert “, at the Borrower Representative’s request,” after the reference to “determining interest rates
for loans in Dollars or any Designated Foreign Currency, then” therein.


 


(vii)                         Subsection 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Termination Date”
in its entirely as follows:


 


““Termination Date”:
April 12, 2026.”


 


(viii)                        Subsections 2.1(a)(I)(ii)(y) and 2.1(a)(II)(ii)(y) of the Credit Agreement are hereby amended by eliminating the words “
or Sterling” thereunder.


 


(ix)                           Subsection 2.2 of the Credit Agreement is hereby amended by (1) eliminating clause (y) thereunder and (2) replacing “(z)”
with “(y)”.


 


(x)                            Subsection 4.3 of the Credit Agreement is hereby amended by (1) eliminating clause (x) thereunder, (2) replacing “(y)”
with “(x)” and (3) replacing “(z)” with “(y)”.


 


(xi)                           Subsection 4.4(a) of the Credit Agreement is hereby amended by (1) eliminating clause (y) under the last sentence thereof and
(2) replacing “(z)” with “(y)”.


 


(xii)                          Subsection 4.6 of the Credit Agreement is hereby amended by replacing the first sentence thereunder with the following:


 


“Interest (other than interest based
on the Base Rate, the Canadian Prime Rate or the BA Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed;
and commitment fees and interest based on the Base Rate, the Canadian Prime Rate or the BA Rate shall be calculated on the basis of a
365-day year (or 366-day year, as the case may be) for the actual days elapsed.”


 






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(xiii)                         Subsection 4.7 of the Credit Agreement is hereby amended by (1) replacing the comma immediately prior to clause (f) thereunder
with an “and” and (2) eliminating clause (g) thereunder.


 


(xiv)                         Subsection 9.1 of the Credit Agreement is hereby amended by amending and restating clause (d) as follows:


 


“(d) Any Loan Party shall default
in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided
in clauses (a) through (c) of this Subsection 9.1), and such default shall continue unremedied for a period of, in the case of
a default with respect to failure to deliver financial statements under Subsection 7.1 or related certificates under Subsection
7.2(b), 90 days, and in the case of any other default, 30 days, in each case after the earlier of (A) the date on which
a Responsible Officer of the Borrower Representative becomes aware of such failure and (B) the date on which written notice
thereof shall have been given to the Borrower Representative by the Administrative Agent or the Required Lenders; or”


 


(xv)                          Subsection 9.2 of the Credit Agreement is hereby amended by amending and restating clause (a) as follows:


 


“(a) If any Event of Default occurs
and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of
Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless
cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) shall immediately
become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders
the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon
the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare
the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless
cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) to be due and payable
forthwith, whereupon the same shall immediately become due and payable.”


 


(xvi)                         Subsection 10.4 of the Credit Agreement is hereby amended by adding the following new clause (e) at the end thereof:


 


“(e)       The Administrative Agent does not
warrant or accept responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation
of or any other matter related to the rates referenced in the definition of “LIBOR Rate” or with respect to any comparable
or successor rate thereto.”


 


(xvii)                        Subsection 10.5 of the Credit Agreement is hereby amended by adding the following paragraph at the end thereof:


 


“If
the Administrative Agent, in its sole discretion, determines in good faith with respect to all or any portion of any distribution of funds
made hereunder by, or on behalf of, the Administrative Agent to any Lender, Issuing Lender, Participant or other Secured Party (x)
that such distribution has been made in error, whether such error is known to the recipient of such distribution or not, or (y)
that the recipient of such distribution is not otherwise entitled to receive such distribution under the provisions of this Agreement
at such time and in such amount from the Administrative Agent (any such distribution, an “Erroneous Distribution”),
then the relevant Lender, Issuing Lender, Participant or other Secured Party shall forthwith repay promptly, but in no event later than
one Business Day thereafter, an amount equal to the Erroneous Distribution, together with interest thereon (calculated using the Base
Rate) in respect of each day from and including the date such Erroneous Distribution was made, to the Administrative Agent in same day
funds. Any good faith determination by the Administrative Agent, in its sole discretion, that all or a portion of any distribution to
a Lender, Issuing Lender, Participant or other Secured Party was an Erroneous Distribution shall be conclusive absent manifest error.
Each Lender, Issuing Lender, Participant or other Secured Party that receives an Erroneous Distribution waives any defense of discharge
for value and any other claim of entitlement to, or in respect of, such Erroneous Distribution. Notwithstanding anything to the
contrary herein or in any other Loan Document, (x) without limiting Section 10.6, neither the Parent Borrower nor any other Loan
Party shall have any obligations or liabilities directly or indirectly arising out of this Subsection 10.5 in respect of any Erroneous
Distribution and (y) nothing in this Subsection 10.5 shall limit any party’s right of subrogation.”


 


(xviii)                      Schedule A of the Credit Agreement is hereby amended by deleting it in its entirely and replacing it with Schedule A
attached hereto.


 


        
(xix)                        Schedule 1.1(j) of the Credit Agreement is hereby amended by deleting it in its entirely and replacing it with Schedule
B attached hereto.


 


 


Section
2.       Interpretation. For
purposes of this Sixth 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.


 






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Section
3.       Effectiveness.


 


The
effectiveness of this Sixth Amendment is subject to the satisfaction or waiver of the following conditions (the date of such satisfaction
or waiver of such conditions being referred to herein as the “Sixth Amendment Effective Date”):


 


(i)                             Amendment.
The Administrative Agent shall have received this Sixth Amendment executed and delivered by a duly authorized officer of the Borrowers,
each Guarantor, each Extending Revolving Credit Lender, the Lenders constituting Required Lenders (determined immediately prior to giving
effect to this Sixth Amendment), each Issuing Lender and the Swingline Lender, which shall be an original or facsimile or “.pdf”
or “tiff” file unless otherwise specified, and dated as of the Sixth Amendment Effective Date.


 


(ii)                            Legal Opinions. The Administrative Agent shall have received the following executed legal opinions, each in form and
substance reasonably satisfactory to the Administrative Agent:


 


(1)               executed
legal opinion of Debevoise & Plimpton LLP, counsel to the Borrowers;


 


(2)               executed
legal opinion of Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to certain of the Borrowers; and


 


(3)              
executed legal opinion of Blake, Cassels and Graydon LLP, special Canadian counsel to the Canadian Loan Parties.


 


(iii)                          Officer’s
Certificate. The Administrative Agent shall have received a certificate from the Parent Borrower, dated the Sixth Amendment Effective
Date, certifying the satisfaction of the condition set forth in clause (vi) below.


 


(iv)                          Fees. The Administrative Agent and the Lenders, respectively, shall have received all fees related to this Sixth Amendment
payable to them to the extent due.


 


(v)                           Secretary’s Certificate. The Administrative Agent shall have received a certificate from the Loan Parties, dated
the Sixth Amendment Effective Date, substantially in the form of Exhibit G-1 (in the case of U.S. Loan Parties) or Exhibit G-2 (in the
case of Canadian Loan Parties) to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence
or incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary
or any Assistant Secretary or other authorized representative of such Loan Party.


 






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(vi)                          No Default. There shall not exist any Default or Event of Default under the Credit Agreement.


 


(vii)                         Prepayment of Accrued Interest and Fees. The Administrative Agent shall have received (i) the Fees Prepayment and the
Interest Prepayment and (ii) a notice of conversion or continuation that satisfies the requirements set forth in Section 4.2 of the Credit
Agreement.


 


(viii)                        Amendment to Cash Flow Credit Agreement. The Administrative Agent shall have received, substantially simultaneously
with the Sixth Amendment Effective Date, a duly executed version of an amendment to the Cash Flow Credit Agreement, in form and substance
reasonably satisfactory to the Administrative Agent, pursuant to which the Initial Term Loan Facility (as defined in the Cash Flow Credit
Agreement) shall have been refinanced with maturity extended to no earlier than April 12, 2027.


 


The execution and delivery of this Sixth Amendment
by the Extending Revolving Credit Lenders, Issuing Lenders and the Swingline Lender shall conclusively be deemed to constitute an acknowledgement
by the Administrative Agent, the Extending Revolving Credit Lenders, the Issuing Lenders and the Swingline Lender 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.
In order to induce the Lenders to consent to this Sixth Amendment, each Borrower with respect to itself and its Restricted Subsidiaries
represents and warrants to each of the Lenders and the Agents that on and as of the Sixth Amendment Effective Date, after giving effect
to this Sixth Amendment:


 


(a)           
the execution, delivery and performance by each Loan Party party hereto of this Sixth Amendment are within the such Loan Party’s
corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action, and will
not (i) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected
to have a Material Adverse Effect, (ii) result in, or require, the creation or imposition of any Lien (other than Permitted
Liens) on any of such Loan Party’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation; and
(iii) violate any provision of the Organizational Documents of such Loan Party or any of the Restricted Subsidiaries, except (other than
with respect to the Borrowers) as would not reasonably be expected to have a Material Adverse Effect);


 


(b)          this
Sixth Amendment constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Loan Party
in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law); and


 






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(c)         after giving effect to the amendments set forth in this Sixth Amendment, 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 are true and correct in all material respects
on and as of the Sixth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they were true and correct in all material respects as of such earlier date.


 


Section
5.               Waiver. Notwithstanding
anything contained in Subsection 2.8 of the Credit Agreement to the contrary, the parties hereto hereby waive any notice requirement or
delivery of any certificates or deliverables in addition to those required by Section 3(a) hereof with respect to the Extended
Initial Revolving Commitments and any revolving loans made pursuant to thereto.


 


Section
6.               Effects on Loan Documents; Acknowledgement.


 


(a)           Except as expressly set forth herein, (i) this Sixth Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties
under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any
other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other
Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and nothing herein can or
may be construed as a novation thereof. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the
validity, enforceability and perfection of the Liens granted by it pursuant to the Security Documents on the Sixth Amendment Effective
Date. This Sixth Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the Sixth
Amendment Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Amended 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. Each of the Loan Parties hereby consents to this Sixth
Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue
to apply to the Credit Agreement, as amended hereby. The term “Indemnitees” in the Credit Agreement shall be construed to
include the Sixth Amendment Lead Arrangers in their capacities as such.


 






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(b)           
Without limiting the foregoing, each of the Loan Parties party to the U.S. Guarantee and Collateral Agreement, the Canadian Guarantee
and Collateral Agreement and the other Security Documents, in each case as amended, supplemented, waived or otherwise modified from time
to time, hereby (i) acknowledges and agrees that all of its obligations under the U.S. Guarantee and Collateral Agreement, the
Canadian Guarantee and Collateral Agreement and the other Security Documents to which it is a party are reaffirmed and remain in full
force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Collateral Agent for the benefit
of the Secured Parties (including the Extending Revolving Credit Lenders) and reaffirms the guaranties made pursuant to the U.S. Guarantee
and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, as applicable, (iii) acknowledges and agrees that
the grants of security interests by and the guaranties of such Loan Party contained in the U.S. Guarantee and Collateral Agreement, the
Canadian Guarantee and Collateral Agreement and the other Security Documents are, and shall remain, in full force and effect after giving
effect to the Sixth Amendment and (iv) agrees that the Borrower Obligations and the Guarantor Obligations (each as defined in the
U.S. Guarantee and Collateral Agreement and the Canadian Guarantee and Collateral Agreement, as applicable) include, among other things
and without limitation, the prompt and complete payment and performance by the Borrowers or the Guarantors, as applicable, when due and
payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on the Revolving Credit Loans made pursuant
to the Extended Initial Revolving Commitments.


 


Section
7.               Post-Closing Real Estate Deliverables.
Within 180 days of the Sixth Amendment Effective Date (or such later date as reasonably agreed by the Administrative Agent), the Parent
Borrower shall deliver or cause to be delivered to the Collateral Agent, the following documents with respect to that certain Mortgaged
Fee Property located at 7301-7311 Fairview St., Houston, Texas 77041, in each case in form and substance reasonably satisfactory to the
Administrative Agent:


 


(i)           an amendment to the existing Mortgage (the “Mortgage Amendment”)
to reflect the matters set forth in this Sixth Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for
recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns
as shall be required in connection with the recording or filing thereof under applicable law; provided, that the applicable Loan
Party shall only be obligated to execute and deliver to the Collateral Agent such Mortgage Amendment and shall not be responsible for
recording such Mortgage Amendment (other than in respect of fees, taxes and expenses related to such recording) in the event that the
Collateral Agent shall fail to do so after such Mortgage Amendment has been executed and delivered;


 


(ii)          a Form T-38 endorsement to the existing lender’s title insurance policy (or,
to the extent a Form T-38 endorsement is not available in the applicable jurisdiction and if reasonably requested by Administrative Agent
in light of the value of such Mortgaged Fee Property and the cost and availability of another title product, and whether the delivery
of such other title product would be customary in similar circumstances, such other title product as is reasonably satisfactory to the
Administrative Agent); and


 


(iii)        such affidavits, certificates, information and instruments of indemnification as
shall be required to induce the title insurance company to issue the Form T-38 endorsement (or other title product) to the title policy
contemplated in this Section 7 and evidence of payment by the Borrowers of all applicable title insurance premiums, search and examination
charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of
the Mortgage Amendment and issuance of such T-38 endorsements (or other title product) to the title policy referred to above.


 


Section
8.               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 Amended
Credit Agreement for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Sixth 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).


 






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Section
9.               Counterparts. This Sixth
Amendment may be executed by one or more of the parties to this Sixth 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 Sixth 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 Sixth Amendment by facsimile or any other electronic transmission shall be effective
as delivery of a manually executed counterpart hereof.


 


Section
10.             Governing Law. THIS SIXTH AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SIXTH 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 SIXTH 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 SIXTH AMENDMENT AND
FOR ANY COUNTERCLAIM THEREIN.


 


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


 


[Remainder of Page Intentionally
Left Blank]


 






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


 


	 	CORNERSTONE BUILDING BRANDS, INC.,
	 	as Parent Borrower
	 	 	           
	 	By: 	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President, Chief Financial Officer and Chief Accounting Officer



 






    [ Signature Page to Amendment No. 6]


     


    

 


	 	PLY GEM INDUSTRIES, INC.,
	 	as a U.S. Subsidiary Borrower
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief  Financial Officer
	 	 	 
	 	ATRIUM WINDOWS AND DOORS, INC.,
	 	as a U.S. Subsidiary Borrower
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief  Financial Officer
	 	 	 
	 	NCI GROUP, INC.,
	 	as a U.S. Subsidiary Borrower
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer
	 	 	 
	 	ROBERTSON-CECO II CORPORATION,
	 	as a U.S. Subsidiary Borrower
	 	 	           
	 	By:	/s/ Jeffrey
S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief  Financial Officer



 






    [ Signature Page to Amendment No. 6]


     


    

 


	 	GIENOW CANADA INC.,
	 	as a Canadian Borrower
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer
	 	 	 
	 	MITTEN INC.,
	 	as a Canadian Borrower
	 	 	 
	 	By:	/s/ Jeffrey
S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer
	 	 	 
	 	ROBERTSON BUILDING SYSTEMS LIMITED,
	 	as a Canadian Borrower
	 	 	 
	 	By:	/s/ Jeffrey
S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer



 






    [ Signature Page to Amendment No. 6]


     


    

 


The entities listed below (the “Guarantors”)
acknowledge and consent to each of the foregoing provisions of this Sixth Amendment. The Guarantors further acknowledge and agree that
all Obligations with respect to this Sixth Amendment shall be fully guaranteed and secured pursuant to the U.S. Guarantee and Collateral
Agreement and the Canadian Guarantee and Collateral Agreement, as applicable, in accordance with the terms and provisions thereof.


 


	 	ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C.
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer
	 	 	 
	 	ALENCO EXTRUSION GA, L.L.C.
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer
	 	 	 
	 	ALENCO EXTRUSION MANAGEMENT, L.L.C.
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer



 






    [ Signature Page to Amendment No. 6]


     


    

 


	 	ALENCO HOLDING CORPORATION
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer
	 	 	 
	 	ALENCO INTERESTS, L.L.C.
	 	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer
	 	 	 
	 	ALENCO TRANS, INC.
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer
	 	 	 
	 	ALENCO WINDOW GA, L.L.C.
	 	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	 	Name: Jeffrey S. Lee
	 	 	Title:   Executive Vice President and Chief Financial Officer



 






    [ Signature Page to Amendment No. 6]


     


    

 


	 	ALUMINUM SCRAP RECYCLE, L.L.C.
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer




 


	 	ATRIUM CORPORATION
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


	 	ATRIUM EXTRUSION SYSTEMS, INC.
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


	 	ATRIUM INTERMEDIATE HOLDINGS, INC.
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


[Signature Page to Amendment No. 6]


 






     


     


    

 





	 	ATRIUM PARENT, INC.
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 





	 	AMERICAN SCREEN MANUFACTURERS, INC.
	 
	 
	 	By:	/s/ Jeffrey S. Lee	 
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


	 	AWC ARIZONA, INC.
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


	 	AWC HOLDING COMPANY
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


[Signature Page to Amendment No. 6]


 






     


     


    

 





	 	BRIDEN ACQUISITION, LLC
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 





	 	BROCKMEYER ACQUISITION, LLC
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 





	 	CANYON ACQUISITION, LLC
	 
	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


[Signature Page to Amendment No. 6]


 






     


     


    

 





	 	CENTRIA
	 	 
	 	By: NCI Group, Inc., its general partner
	 	 
	 	 
	 	By:	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


	 	By: Robertson-Ceco II Corporation, its general partner
	 
	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer




 





	 	CENTRIA SERVICES GROUP, LLC
	 
	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 





	 	CENTRIA, INC.
	 
	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


[Signature Page to Amendment No. 6]


 






     


     


    

 





	 	CHAMPION WINDOW, INC.
	 
	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 





	 	ENVIRONMENTAL MATERIALS, INC.
	 
	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 





	 	ENVIRONMENTAL MATERIALS, LLC
	 
	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 





	 	ENVIRONMENTAL MATERIALS L.P.
	 	 
	 	By: Environmental Materials, Inc., its general partner
	 
	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
 Title:   Executive Vice President and Chief Financial Officer


 


[Signature Page to Amendment No. 6]


 






     


     


    

 


	 	ENVIRONMENTAL STONEWORKS, LLC
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name:  Jeffrey S. Lee
	 	Title:    Executive Vice President and Chief Financial Officer
	 	 
	 	ENVIRONMENTAL STUCCO LLC
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:    Executive Vice President and Chief Financial Officer
	 	 
	 	FOUNDATION LABS BY PLY GEM, LLC
	 	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name:  Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	GLAZING INDUSTRIES MANAGEMENT, L.L.C.
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name:  Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer



 


[Signature Page to Amendment No. 6]


 






    	 		 



     


    

 


	 	GREAT LAKES WINDOW, INC.
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	KLEARY MASONRY, INC.
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	KROY BUILDING PRODUCTS, INC.
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	MASTIC HOME EXTERIORS, INC.
	 	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer



 


[Signature Page to Amendment No. 6]


 






    	 		 



     


    

 


	 	MW MANUFACTURERS INC.
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	MWM HOLDING, INC.
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	NAPCO, INC.
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	NEW ALENCO EXTRUSION, LTD.
	 	 
	 	By: Alenco Extrusion Management, L.L.C., its general partner
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer



 


[Signature Page to Amendment No. 6]


 






    	 		 



     


    

 


	 	NEW ALENCO WINDOW, LTD.
	 	 
	 	By: Alenco Building Products Management, L.L.C., its general partner
	 	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	NEW GLAZING INDUSTRIES, LTD.
	 	 
	 	By: Glazing Industries Management, L.L.C., its general partner
	 	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	PLY GEM HOLDINGS, INC.
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	PLY GEM PACIFIC WINDOWS CORPORATION
	 	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer



 


[Signature Page to Amendment No. 6]


 






    	 		 



     


    

 


	 	PLY GEM SPECIALTY PRODUCTS, LLC
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	SCHUYLKILL STONE, LLC
	 	 
	 	By: 	/s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	SILVER LINE BUILDING PRODUCTS LLC
	 	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer
	 	 
	 	SIMEX, INC.
	 	 
	 	By:	 /s/ Jeffrey S. Lee
	 	Name: Jeffrey S. Lee
	 	Title:   Executive Vice President and Chief Financial Officer



 


[Signature Page to Amendment No. 6]


 






    	 		 



     


    

 


	 	SIMONTON BUILDING PRODUCTS LLC
	 	 
	 	 
	 	By: 	/s/
    Jeffrey S. Lee





	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer




 


 


	 	SIMONTON INDUSTRIES, INC.
	 	 
	 	 
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer




 


 


	 	SIMONTON WINDOWS & DOORS, INC.
	 	 
	 	 
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer


 


 


	 	SIMONTON WINDOWS, INC.
	 	 
	 	 
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer


 


[Signature Page to Amendment No. 6] 


 



     

     


    

 


	 	ST. CROIX ACQUISITION, LLC
	 	 
	 	 
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer


 


 


	 	STEELBUILDING.COM, LLC
	 	 
	 	
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer


 


 



	 	TALUS SYSTEMS, LLC
	 	 
	 	 
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer


 


 


	 	THERMAL INDUSTRIES, INC.
	 	 
	 	
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer


 


[Signature Page to Amendment No. 6] 


 



     

     


    

 


	 	VARIFORM, INC.
	 	 
	 	
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer


 


 


	 	VAN WELL ACQUISITION, LLC
	 	 
	 	
	 	By:	/s/
    Jeffrey S. Lee




	 	Name:	Jeffrey S. Lee
	 	Title:	Executive Vice President and Chief Financial Officer


 


[Signature Page to Amendment No. 6] 


 



     

     


    

 


	 	UBS AG, STAMFORD BRANCH,
 as Administrative Agent, Collateral Agent, a Lender, an Issuing Lender and Swingline Lender
	 	 
	 	By:	/s/ Houssem Daly




	 		 Name: Houssem Daly
	 		Title: Director




 


	 	By:	/s/ Anthony Joseph




	 		Name: Anthony Joseph
	 		Title: Associate Director




 


[Signature Page –
Amendment No. 6 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. 6 to the ABL Credit Agreement]


 



     

     


    





 


	 	Barclays bank plc,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Craig Malloy
	 	 	Name: Craig Malloy
	 	 	Title: Director




 


[Signature Page – Amendment No. 6 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. 6 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/ Michael Strobel
	 	 	Name: Michael Strobel
	 	 	Title: Vice President




 


[Signature Page – Amendment No. 6 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. 6 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. 6 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. 6 to the
ABL Credit Agreement]


 






     


     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Ryan Durkin 
	 	 	Name: Ryan Durkin
	 	 	Title: Authorized Signatory




 


[Signature Page – Amendment No. 6 to the
ABL Credit Agreement]


 






     


     


    

 


	 	REGIONS BANK,
	 	as a Lender
	 	 
	 	By:	 /s/ Gregory Garbuz
	 	 	Name: Gregory Garbuz
	 	 	Title: Director



 


[Signature Page – Amendment No. 6 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. 6 to the
ABL Credit Agreement]


 






     


     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender and an Issuing 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. 6 to the
ABL Credit Agreement]


 






     


     


    

 


	 	NATIXIS, NEW YORK BRANCH,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	 /s/ Khallil Benzine
	 	 	Name: Khallil Benzine
	 	 	Title: Executive Director
	 	 
	 	By:	 /s/ Michael Bergin
	 	 	Name: Michael Bergin
	 	 	Title: Vice President
	 	 



 


[Signature Page – Amendment No. 6 to the
ABL Credit Agreement]


 






    


     


    

 


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



 


[Signature Page – Amendment No. 6 to the
ABL Credit Agreement]


 






    


     


    

 


	 	JEFFERIES FINANCE LLC,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	 /s/ J.R. Young
	 	 	Name: J.R. Young
	 	 	Title: Managing Director
	 	 
	 	JFIN BUSINESS CREDIT FUND I LLC
	 	as a Lender
	 	 
	 	By:	 /s/ J.R. Young
	 	 	Name: J.R. Young
	 	 	Title: Managing Director



 


[Signature Page – Amendment No. 6 to the
ABL Credit Agreement]


 






    


     


    

 


	 	Sumitomo Mitsui Banking Corporation,
	 	as a Lender and an Issuing Lender
	 	 
	 	By:	 /s/ Glenn Autorino
	 	 	Name: Glenn Autorino
	 	 	Title: Managing Director



 


[Signature Page – Amendment No. 6 to the
ABL Credit Agreement]


 






    


     


    

 





SCHEDULE A


to


SIXTH AMENDMENT


SCHEDULE A


Commitments and Addresses


U.S. FACILITY COMMITMENTS


 


	REVOLVING LENDER	 	COMMITMENT	 	 	ADDRESS
	UBS AG, Stamford Branch	 	$	44,016,666.67	 	 	600 Washington Boulevard Stamford, Connecticut 06901
	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	44,016,666.67	 	 	383 Madison Avenue New York, New York 10179
	 	 	 	 	 	 	 
	Deutsche Bank AG New York Branch	 	$	40,375,000.00	 	 	60 Wall Street New York, New York 10005
	 	 	 	 	 	 	 
	Barclays Bank PLC	 	$	44,016,666.67	 	 	745 Seventh Avenue New York, NY 10019
	 	 	 	 	 	 	 
	Goldman Sachs Bank USA	 	$	36,416,666.67	 	 	200 West Street New York, NY 10282
	 	 	 	 	 	 	 
	Bank of America, N.A.	 	$	44,016,666.67	 	 	One Bryant Park New York, New York 10036
	 	 	 	 	 	 	 
	Royal Bank of Canada	 	$	40,375,000.00	 	 	200 Vesey Street New York, New York 10281
	 	 	 	 	 	 	 
	JFIN Business Credit Fund I LLC	 	$	17,100,000.00	 	 	520 Madison Avenue New York, New York 10022
	 	 	 	 	 	 	 
	Jefferies Finance LLC	 	$	1,266,666.66	 	 	520 Madison Avenue New York, New York 10022
	 	 	 	 	 	 	 
	MUFG Union Bank, N.A.	 	$	26,362,500.00	 	 	1221 Avenue of the Americas New York, New York 10020
	 	 	 	 	 	 	 
	Natixis, New York Branch	 	$	22,404,166.67	 	 	1251 Avenue of the Americas New York, New York 10020
	 	 	 	 	 	 	 
	Crédit Agricole Corporate and Investment Bank	 	$	18,366,666.66	 	 	1301 Avenue of the Americas New York, NY 10019
	 	 	 	 	 	 	 
	U.S. Bank National Association	 	$	40,849,999.99	 	 	100 Pearl Street, 14th Floor Hartford, CT 06103
	 	 	 	 	 	 	 
	Regions Bank	 	$	28,500,000.00	 	 	1180 West Peachtree Street NW, Suite 1000 Atlanta, GA 30309
	 	 	 	 	 	 	 
	Credit Suisse AG, Cayman Islands Branch	 	$	23,750,000.00	 	 	Eleven Madison Avenue New York, New York 10010
	 	 	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation	 	$	11,875,000.00	 	 	Eleven Madison Avenue New York, New York 10010
	 	 	 	 	 	 	 
	TOTAL:	 	$	483,708,333.33	 	 	 




 






    


     


    

 


CANADIAN FACILITY COMMITMENTS


 


	REVOLVING LENDER	 	COMMITMENT	 	 	ADDRESS
	UBS AG, Stamford Branch	 	$	11,583,333.33	 	 	600 Washington Boulevard Stamford, Connecticut 06901
	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	11,583,333.33	 	 	383 Madison Avenue New York, New York 10179
	 	 	 	 	 	 	 
	Deutsche Bank AG New York Branch	 	$	10,625,000.00	 	 	60 Wall Street New York, New York 10005
	 	 	 	 	 	 	 
	Barclays Bank PLC	 	$	11,583,333.33	 	 	745 Seventh Avenue New York, NY 10019
	 	 	 	 	 	 	 
	Goldman Sachs Bank USA	 	$	9,583,333.33	 	 	200 West Street New York, NY 10282
	 	 	 	 	 	 	 
	Bank of America, N.A.	 	$	11,583,333.33	 	 	One Bryant Park New York, New York 10036
	 	 	 	 	 	 	 
	Royal Bank of Canada	 	$	10,625,000.00	 	 	200 Vesey Street New York, New York 10281
	 	 	 	 	 	 	 
	JFIN Business Credit Fund I LLC	 	$	4,500,000.00	 	 	520 Madison Avenue New York, New York 10022
	 	 	 	 	 	 	 
	Jefferies Finance LLC	 	$	333,333.34	 	 	520 Madison Avenue New York, New York 10022
	 	 	 	 	 	 	 
	MUFG Union Bank, N.A.	 	$	6,937,500.00	 	 	1221 Avenue of the Americas New York, New York 10020
	 	 	 	 	 	 	 
	Natixis, New York Branch	 	$	5,895,833.33	 	 	1251 Avenue of the Americas New York, New York 10020
	 	 	 	 	 	 	 
	Crédit Agricole Corporate and Investment Bank	 	$	4,833,333.34	 	 	1301 Avenue of the Americas New York, NY 10019
	 	 	 	 	 	 	 
	U.S. Bank National Association	 	$	10,750,000.01	 	 	185 Asylum Street Hartford, CT 06103
	 	 	 	 	 	 	 
	Regions Bank	 	$	7,500,000.00	 	 	1180 West Peachtree Street NW, Suite 1000 Atlanta, GA 30309
	 	 	 	 	 	 	 
	Credit Suisse AG, Cayman Islands Branch	 	$	6,250,000.00	 	 	Eleven Madison Avenue New York, New York 10010
	 	 	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation	 	$	3,125,000.00	 	 	277 Park Avenue New York, NY 10172
	 	 	 	 	 	 	 
	TOTAL:	 	$	127,291,666.67	 	 	 



 






    


     


    

 





SCHEDULE B


to


SIXTH AMENDMENT


SCHEDULE 1.1(j)


L/C Commitments


U.S. FACILITY L/C COMMITMENTS


 


	Issuing Lender	 	L/C Commitment	 
	UBS AG, Stamford Branch	 	$	8,187,906.98	 
	JPMorgan Chase Bank, N.A.	 	$	8,187,906.98	 
	Deutsche Bank AG New York Branch	 	$	7,674,418.61	 
	Barclays Bank PLC	 	$	8,187,906.98	 
	Goldman Sachs Bank USA	 	$	7,116,279.07	 
	Bank of America, N.A.	 	$	8,187,906.98	 
	Royal Bank of Canada	 	$	7,674,418.61	 
	Jefferies Finance LLC	 	$	3,778,604.65	 
	MUFG Union Bank, N.A.	 	$	4,906,046.51	 
	Natixis, New York Branch	 	$	4,072,713.18	 
	Crédit Agricole Corporate and Investment Bank	 	$	3,778,604.65	 
	U.S. Bank National Association	 	$	7,224,031.00	 
	Credit Suisse AG, Cayman Islands Branch	 	$	3,348,837.20	 
	Sumitomo Mitsui Banking Corporation	 	$	1,674,418.60	 
	Total	 	$	84,000,000.00	 



 






    


     


    

 





CANADIAN FACILITY L/C COMMITMENTS


 


	Issuing Lender	 	L/C Commitment	 
	UBS AG, Stamford Branch	 	$	2,046,976.74	 
	JPMorgan Chase Bank, N.A.	 	$	2,046,976.74	 
	Deutsche Bank AG New York Branch	 	$	1,918,604.65	 
	Barclays Bank PLC	 	$	2,046,976.74	 
	Goldman Sachs Bank USA	 	$	1,779,069.77	 
	Bank of America, N.A.	 	$	2,046,976.74	 
	Royal Bank of Canada	 	$	1,918,604.65	 
	Jefferies Finance LLC	 	$	944,651.16	 
	MUFG Union Bank, N.A.	 	$	1,226,511.63	 
	Natixis, New York Branch	 	$	1,018,178.30	 
	Crédit Agricole Corporate and Investment Bank	 	$	944,651.16	 
	U.S. Bank National Association	 	$	1,806,007.75	 
	Credit Suisse AG, Cayman Islands Branch	 	$	837,209.31	 
	Sumitomo Mitsui Banking Corporation	 	$	418,604.66	 
	Total	 	$	21,000,000.00