JELD-WEN Holding, Inc. (Form: S-1/A, Received: 11/17/2016 06:03:15)

JELD-WEN HOLDING, INC.

/s/ L. Brooks Mallard

L. Brooks Mallard

Executive Vice President and Chief Financial Officer

As filed with the Securities and Exchange Commission on November 16, 2016

Registration No. 333-211761

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 3

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

JELD-WEN Holding, Inc.

(Exact name of registrant as specified in its charter)

Delaware

2430

93-0496342

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

440 S. Church Street, Suite 400

Charlotte, North Carolina 28202

(704) 378-5700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Laura W. Doerre, Esq.

Executive Vice President, General Counsel

and Chief Compliance Officer

JELD-WEN Holding, Inc.

440 S. Church Street, Suite 400

Charlotte, North Carolina 28202

(704) 378-5700

(Name, address, including zip code, and telephone number including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Daniel J. Bursky, Esq.

Mark Hayek, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

Rachel W. Sheridan, Esq.

Latham & Watkins LLP

555 Eleventh Street, NW

Suite 1000

Washington, D.C. 20004

(202) 637-2200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price ⁽¹⁾⁽²⁾	Amount of Registration Fee ⁽³⁾
Common Stock, par value $0.01 per share	$100,000,000	$10,070

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

(2)	Includes the offering price of common stock that may be purchased by the underwriters upon the exercise of their option to purchase additional shares.

(3)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, and it is not soliciting an offer to buy, these securities in any state where the offer or sale is not permitted.

Subject to completion, dated November 16, 2016

PRELIMINARY PROSPECTUS

Shares

LOGO

JELD-WEN Holding, Inc.

Common Stock

This is the initial public offering of the common stock of JELD-WEN Holding, Inc. We are selling shares of our common stock.

Prior to this offering, there has been no public market for our common stock. The initial public offering price is expected to be between $ and $ per share. We intend to apply to list our common stock on the New York Stock Exchange under the symbol “JELD”.

The underwriters have an option for a period of 30 days to purchase up to additional shares of our common stock from us.

After the completion of this offering, funds managed by Onex Partners Manager LP and its affiliates will own approximately % of our common stock ( % if the underwriters exercise their option to purchase additional shares in full). Accordingly, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange.

Investing in our common stock involves risk. See “ Risk Factors ” beginning on page 18 to read about factors you should consider before buying shares of our common stock.


	Per Share	Total
Price to Public	$	$
Underwriting Discounts and Commissions ⁽¹⁾	$	$
Proceeds, before expenses, to JELD-WEN Holding, Inc.	$	$

(1)	See “Underwriting” for additional information regarding underwriting compensation.

Delivery of the shares of common stock will be made on or about , 2016.

Neither the Securities and Exchange Commission, or “SEC”, nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Barclays				Citigroup

Credit Suisse				J.P. Morgan



Deutsche Bank Securities				RBC Capital Markets



BofA Merrill Lynch	Goldman, Sachs & Co.	Wells Fargo Securities

Baird	FBR	SunTrust Robinson Humphrey

The date of this prospectus is , 2016.

TABLE OF CONTENTS


	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		45
USE OF PROCEEDS		47
DIVIDEND POLICY		48
CAPITALIZATION		49
DILUTION		51
SELECTED CONSOLIDATED FINANCIAL DATA		53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		58
BUSINESS		93
MANAGEMENT		111
EXECUTIVE COMPENSATION		119
PRINCIPAL STOCKHOLDERS		141
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		143
DESCRIPTION OF CAPITAL STOCK		150
DESCRIPTION OF CERTAIN INDEBTEDNESS		155
SHARES ELIGIBLE FOR FUTURE SALE		159
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK		161
UNDERWRITING		166
LEGAL MATTERS		175
EXPERTS		175
WHERE YOU CAN FIND MORE INFORMATION		175
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different, or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, operating results, and prospects may have changed since such date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

MARKET AND INDUSTRY DATA

This prospectus includes information and data about the industry in which we compete. We obtained this information from periodic general and industry publications, and surveys and studies conducted by third parties, as well as from our own internal estimates and research. Industry publications, surveys, and studies generally state that the information contained therein has been obtained from sources believed to be reliable. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for the products we manufacture and sell. Market and industry data presented herein is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations. References herein to our relative position in a market or product category refer to our belief as to our ranking in each specified market or product category based on sales dollars, unless the context otherwise requires. In addition, the discussions herein regarding our various markets are based on how we define the markets for our products, which products may be either part of larger overall markets or markets that include other types of products.

Unless otherwise noted in this prospectus, Freedonia Custom Research, or “Freedonia”, is the source for third-party data regarding market sizes and our position within such markets. The Window and Door Market Share Report for Selected Countries, dated May 18, 2016, or the “Freedonia Report”, which we commissioned in connection with this prospectus, represents data, research opinion, market size, positions within markets, and viewpoints developed on our behalf, in each case based on data for the year ended December 31, 2015, and does not constitute a specific guide to action. In preparing the report, Freedonia used various sources, including publicly available third-party financial statements; government statistical reports; press releases; industry magazines; and interviews with our management as well as manufacturers of related products, manufacturers of competitive products, distributors of related products, and government and trade associations. Market sizes in the Freedonia Report are based on many variables, such as currency exchange rates, raw material costs, and pricing of competitive products, and such variables are subject to wide fluctuations over time. The Freedonia Report speaks as of its final publication date (and not as of the date of this filing), and the opinions expressed in the Freedonia Report are subject to change by Freedonia without notice.

CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus includes trademarks, trade names, and service marks owned by us. Our U.S. window and door trademarks include JELD-WEN ^® , AuraLast ^® , MiraTEC ^® , Extira ^® , LaCANTINA ^TM , Karona ^TM , ImpactGard ^® , JW ^® , Aurora ^® , IWP ^® , and True BLU ^TM . Our trademarks are either registered or have been used as a common law trademark by us. The trademarks we use outside the United States include the Stegbar ^® , Regency ^® , William Russell Doors ^® , Airlite ^® , Trend ^TM , The Perfect Fit ^TM , Aneeta ^® , Breezway ^® , and Corinthian ^® marks in Australia, and Swedoor ^® , Dooria ^® , DANA ^® , and Alupan ^® in Europe. ENERGY STAR ^® is a registered trademark of the United States Environmental Protection Agency. This prospectus contains additional trademarks, trade names, and service marks of others, which are, to our knowledge, the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus appear without the ^® , ™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

CERTAIN DEFINED TERMS

As used in this prospectus, unless the context otherwise requires, references to:

•

“2016 Dividend Transactions” means (i) the borrowing of an additional $375 million under our Term Loan Facility, (ii) the application of approximately $35 million in cash and borrowings under our ABL Facility for the purposes described in this definition, (iii) payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs (collectively, the “2016 Dividend”), (iv) the release of Onex BP Finance LP as a borrower under our Term Loan Facility, (v) the repricing of all of our outstanding term loans and maturity extension of our Initial Term Loans (as defined below) due October 15, 2021 to match the maturity of our 2015 Incremental Term Loans (as defined below) due July 1, 2022, and (vi) the amendment of our Term Loan Facility and ABL Facility in connection with the foregoing. The 2016 Dividend Transactions occurred in November 2016. See “Description of Certain Indebtedness” and “Dividend Policy”;

•

“ABL Facility” means our $300 million asset-based revolving credit facility, dated as of October 15, 2014 and as amended from time to time, with JWI and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, National Association, as administrative agent;

•

“Adjusted EBITDA” is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: loss from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity (earnings) loss of non-consolidated entities; income tax; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation income (loss); other non-cash items; other items; and costs related to debt restructuring, debt refinancing, and the Onex Investment. Adjusted EBITDA may in the future also be adjusted for payments made or charges incurred pursuant to the Tax Receivable Agreement. For a discussion of our presentation of Adjusted EBITDA see footnote 3 to the table under the heading “Prospectus Summary—Summary Consolidated Financial Data”;

•

“Australia Senior Secured Credit Facility” means collectively, our AUD $18 million cash advance facility, our AUD $8 million interchangeable facility for guarantees/letters of credit, our AUD $7 million electronic payaway facility, our AUD $1.5 million asset finance facility, our AUD $950,000 commercial card facility, and our AUD $5 million overdraft facility, dated as of October 6, 2015 and amended from time to time, with certain of our Australian subsidiaries, as borrowers, and Australia and New Zealand Banking Group Limited, as lender;

•

“the Company”, “JELD-WEN”, “we”, “us”, and “our” refer to JELD-WEN Holding, Inc., a Delaware corporation, and its consolidated subsidiaries;

•

“Class B-1 Common Stock” means shares of our outstanding Class B-1 Common Stock, par value $0.01 per share, all of which will be converted into shares of our common stock prior to the consummation of this offering;

•

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

•

“Corporate Credit Facilities” means collectively, our ABL Facility and our Term Loan Facility;

•

“Credit Facilities” means collectively, our Corporate Credit Facilities, our Australia Senior Secured Credit Facility, and our Euro Revolving Facility;

•

“ESOP” means the JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan;

•

“Euro Revolving Facility” means our €39 million revolving credit facility, dated as of January 30, 2015 and as amended from time to time, with JELD-WEN A/S, as borrower, Danske Bank A/S and Nordea Bank Danmark A/S, as lenders, and Danske Bank A/S, as administrative agent;

•

“Free Cash Flow” is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. We define Free Cash Flow as cash flow

iii

from operating activities minus (i) purchases of property and equipment and (ii) purchases of intangible assets, each as shown in our consolidated statements of cash flows, plus or minus other discrete items (which may in the future include payments made or charges incurred pursuant to the Tax Receivable Agreement), to the extent such addition or subtraction is approved by the Compensation Committee of our board of directors. For a discussion of our presentation of Free Cash Flow see footnote 2 to the second table under the heading “Executive Compensation—Components of Executive Compensation—2015 Management Incentive Plan”;

•

“GAAP” means generally accepted accounting principles in the United States;

•

“JWHI” means JELD-WEN Holding, Inc., a Delaware corporation, on a stand-alone basis;

•

“JWI” means JELD-WEN, Inc., a Delaware corporation that is a direct, wholly-owned subsidiary of JELD-WEN Holding, Inc.;

•

“Onex” refers to Onex Corporation and its affiliates, including funds managed by an affiliate of Onex Partners Manager LP and/or Onex Corporation, as appropriate;

•

“Onex Investment” refers to the October 2011 transaction in which Onex acquired a majority of the combined voting power in the Company through the acquisition of convertible debt and convertible preferred equity;

•

“Series A Convertible Preferred Stock” means shares of our outstanding Series A-1 Convertible Preferred Stock, par value $0.01 per share, Series A-2 Convertible Preferred Stock, par value $0.01 per share, Series A-3 Convertible Preferred Stock, par value $0.01 per share, and Series A-4 Convertible Preferred Stock, par value $0.01 per share, all of which will be exchanged for shares of our common stock prior to the consummation of this offering;

•

“Series B Preferred Stock” means the one outstanding share of our Series B Preferred Stock, par value $0.01 per share, which will be cancelled in its entirety prior to the consummation of this offering upon the exchange of the Series A Convertible Preferred Stock for shares of our common stock;

•

“Share Recapitalization” means (i) the exchange of all outstanding shares of our Series A Convertible Preferred Stock for shares of our common stock, the conversion of all Class B-1 Common Stock into shares of our common stock, and the cancellation of the one outstanding share of our Series B Preferred Stock followed by (ii) a -for-1 stock split of our common stock; and

•

“Term Loan Facility” means our term loan facility, dated as of October 15, 2014, with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent, under which we initially borrowed $775 million of term loans, as amended (i) on July 1, 2015 in connection with the borrowing of $480 million of incremental term loans and (ii) on November 1, 2016 in connection with the borrowing of $375 million of incremental term loans, and as further amended from time to time. As of November 1, 2016, we had approximately $1,611.6 million of term loans outstanding under the Term Loan Facility.

PRESENTATION OF FINANCIAL INFORMATION

We operate on a fiscal calendar year, and each interim period is comprised of two 4-week periods and one 5-week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91-day fiscal quarter.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. We round certain percentages presented in this prospectus to the nearest whole number. As a result, figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

USE OF NON-GAAP FINANCIAL MEASURES

This prospectus contains “non-GAAP measures”, which are financial measures that are not calculated and presented in accordance with GAAP. Specifically, we make use of the non-GAAP financial measures “Free Cash Flow”, “Adjusted EBITDA” and “Adjusted EBITDA margin”. For the definition of Adjusted EBITDA, and a reconciliation to its most directly comparable financial measure presented in accordance with GAAP, see footnote 3 to the table under the heading “Prospectus Summary—Summary Consolidated Financial Data” and footnote 3 to the table under the heading “Selected Consolidated Financial Data”. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues. For the definition of Free Cash Flow, and a reconciliation to its most directly comparable financial measure presented in accordance with GAAP, see footnote 2 to the second table under the heading “Executive Compensation—Components of Executive Compensation—2015 Management Incentive Plan”.

We present Adjusted EBITDA and Adjusted EBITDA margin because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA and Adjusted EBITDA margin are helpful in highlighting trends because they exclude the results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. We use Free Cash Flow, Adjusted EBITDA, and Adjusted EBITDA margin to measure our financial performance and also to report our results to our board of directors. Further, our executive incentive compensation is based in part on Adjusted EBITDA and Free Cash Flow. In addition, we use Adjusted EBITDA as calculated herein for purposes of calculating compliance with our debt covenants in our Corporate Credit Facilities. Adjusted EBITDA should not be considered as an alternative to net income (loss) as a measure of financial performance or to cash flows from operations as a liquidity measure; Free Cash Flow should not be considered as an alternative to cash flows from operations as a liquidity measure; and neither non-GAAP metric should be considered as an alternative to any other measure derived in accordance with GAAP.

FOREIGN CURRENCY CONVERSION RATES

Amounts reported in Australian Dollars (AUD $) throughout this prospectus are converted to U.S. Dollars at a spot rate of 0.731 and 0.762 with respect to information as of December 31, 2015 and September 24, 2016, as applicable. Amounts reported in British Pounds (£) throughout this prospectus are converted at a rate of 1.481 and 1.293 with respect to information as of December 31, 2015 and September 24, 2016, as applicable. Amounts reported in Euros (€) throughout this prospectus are converted at a rate of 1.088 and 1.121 with respect to information as of December 31, 2015 and September 24, 2016, as applicable. Amounts reported in Danish Krones (DKK) throughout this prospectus are converted at a rate of 0.146 and 0.150 with respect to information as of December 31, 2015 and September 24, 2016, as applicable.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. You should read the entire prospectus carefully, especially “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements”, and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our common stock.

Our Company

We are one of the world’s largest door and window manufacturers, and we hold the #1 position by net revenues in the majority of the countries and markets we serve. We design, produce, and distribute an extensive range of interior and exterior doors, wood, vinyl, and aluminum windows, and related products for use in the new construction and repair and remodeling, or “R&R”, of residential homes and, to a lesser extent, non-residential buildings. We attribute our market leadership to our well-established brands, broad product offering, world-class manufacturing and distribution capabilities, and our long-standing customer relationships. Our goal is to achieve best-in-industry financial performance through the rigorous execution of our strategies to reduce costs and improve quality through the implementation of operational excellence programs, drive profitable organic growth, pursue strategic acquisitions, and develop top talent.

We market our products globally under the JELD-WEN brand, along with several market-leading regional brands such as Swedoor and DANA in Europe and Corinthian, Stegbar, and Trend in Australia. Our customers include wholesale distributors and retailers as well as individual contractors and consumers. As a result, our business is highly diversified by distribution channel, geography, and construction application, as illustrated in the charts below:

LOGO

(1)	Percentage of net revenues by construction application is a management estimate based on the end markets into which our customers sell.

As one of the largest door and window companies in the world, we have invested significant capital to build a business platform that we believe is unique among our competitors. We operate 115 manufacturing facilities in 19 countries, located primarily in North America, Europe, and Australia. Our global manufacturing footprint is strategically sized and located to meet the delivery requirements of our customers. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control, as well as providing us with supply chain, transportation, and working capital savings. We believe that our manufacturing network allows us to deliver our broad portfolio of products to a wide range of customers across the globe, improves our customer service, and strengthens our market positions.

Our Transformation

We were founded in 1960 by Richard L. Wendt, when he, together with four business partners, bought a millwork plant in Oregon. The subsequent decades were a time of successful expansion and growth as we added different businesses and product categories such as interior doors, exterior steel doors, and vinyl windows. After the Onex Investment, we began the transformation of our business from a family-run operation to a global organization with independent, professional management. The transformation accelerated after 2013 with the hiring of a new senior management team strategically recruited from a number of world-class industrial companies. Our new management team has decades of experience driving operational improvement, innovation, and growth, both organically and through acquisitions. We believe that the collective talent and experience of our team is a distinct competitive advantage. Under the leadership of our senior management team, we are systematically transforming our business through the application of process improvement and management tools focusing on three strategic areas: (i) operational excellence by implementing the JELD-WEN Excellence Model, or “JEM”; (ii) profitable organic growth; and (iii) strategic acquisitions.


Name	Position	Joined JELD-WEN	Prior Experience

Kirk Hachigian	Executive Chairman	2014	Cooper Industries plc, GE Lighting, and Bain & Company

Mark Beck	President & Chief Executive Officer	2015	Danaher Corporation and Corning Incorporated

L. Brooks Mallard	Executive Vice President & Chief Financial Officer	2014	TRW Automotive Holdings Corporation, Eaton Corporation plc, Cooper Industries plc, and Thomas & Betts Corporation

Laura W. Doerre	Executive Vice President, General Counsel and Chief Compliance Officer	2016	Nabors Industries Ltd.

John Dinger	Executive Vice President & President, North America	2015	Eaton Corporation plc and Cooper Industries plc

Peter Maxwell	Executive Vice President & President, Europe	2015	Eaton Corporation plc and Cooper Industries plc

Peter Farmakis	Executive Vice President & President, Australasia	2013	Dexion Limited, Ciba Specialty Chemicals Corporation, and Smorgon Steel Group Limited

John Linker	Senior Vice President, Corporate Development & Investor Relations	2012	United Technologies Corporation, Goodrich Corporation, and Wells Fargo & Company

Our efforts to date have resulted in significant growth in our profitability. Our Adjusted EBITDA margin has increased by over 580 basis points and our Adjusted EBITDA has grown at a 37.7% compound annual growth rate, or “CAGR”, from the year ended December 31, 2013 through the twelve-month period ended September 24, 2016. We are in the early stages of implementing our business transformation and, as a result, we believe we have an opportunity to continue growing our profitability faster than the growth in our end markets.

In the twelve-month period ended September 24, 2016, our net revenues were $3.6 billion, our net income was $144.8 million, and our Adjusted EBITDA was $369.2 million. Adjusted EBITDA has increased by $216.0 million, or 141.0%, and net income has increased by $213.2 million from the year ended December 31, 2013 to the twelve-month period ended September 24, 2016.

Our Products

We provide a broad portfolio of interior and exterior doors, windows, and related products, manufactured from a variety of wood, metal, and composite materials and offered across a full spectrum of price points. In the year ended December 31, 2015, our door sales accounted for 65% of net revenues, our window sales accounted for 24% of net revenues, and our other ancillary products and services accounted for 11% of net revenues.

Doors

Windows

We hold the #3 position by net revenues in residential windows in the United States and Canada and the #1 position in Australia. We manufacture wood, vinyl, and aluminum windows in North America, wood and aluminum windows in Australia, and wood windows in the United Kingdom. Our window product lines comprise a full range of styles, features, and energy-saving options in order to meet the varied needs of our customers in each of our regional end markets.

Other Ancillary Products and Services

In certain regions, we sell a variety of other products that are ancillary to our door and window offerings, which we do not classify as door or window sales. These products include shower enclosures and wardrobes, moldings, trim board, lumber, cutstock, glass, staircases, hardware and locks, cabinets, and screens. Molded door skins sold to certain third-party manufacturers as well as miscellaneous installation and other services are also included in this category.

Our End Markets

We operate within the global market for residential and non-residential doors and windows with sales spanning 82 countries. While we operate globally, the markets for doors and windows are regionally distinct with suppliers manufacturing finished goods in proximity to their customers. Finished doors and windows are generally bulky, expensive to ship, and, in the case of windows, fragile. Designs and specifications of doors and windows also vary from country to country due to differing construction methods, building codes, certification requirements, and consumer preferences. Customers also demand short delivery times and can require special order customizations. We believe that we are well-positioned to meet the global demands of our customers due to our market leadership, strong brands, broad product line, and strategically located manufacturing and distribution facilities.

The table below highlights the breadth of our global operations as of and for the year ended December 31, 2015:


	North America	Europe	Australasia

% Net Revenues	60%	29%	11%

Manufacturing Facilities ⁽¹⁾	44	28	43

Key Market Positions ⁽²⁾	• #1 in residential doors in the United States • #2 in residential doors in Canada • #3 in residential windows in the United States and Canada	• #1 in residential and non-residential doors in Germany, Switzerland, and Scandinavia • #1 in non-residential doors and #2 in residential doors in Austria • #2 in non-residential doors and #3 in residential doors in France • #2 in residential doors in the United Kingdom	• #1 in residential doors in Australia • #1 in residential windows in Australia

Net Revenues by Product Type	• Doors (57%) • Windows (33%) • Other (10%)	• Doors (92%) • Windows (3%) • Other (5%)	• Doors (42%) • Windows (30%) • Other (28%)

Net Revenues by Construction Application ⁽³⁾	• Residential R&R (52%) • Residential new construction (46%) • Non-residential (2%)	• Residential R&R (44%) • Residential new construction (26%) • Non-residential (30%)	• Residential R&R (26%) • Residential new construction (72%) • Non-residential (2%)

Key Brands ⁽¹⁾	• JELD-WEN • CraftMaster • LaCantina • Karona	• JELD-WEN • Swedoor • DANA • Dooria • Kilsgaard	• JELD-WEN • Stegbar • Corinthian • Trend • Aneeta • Regency • Breezway

(1)	As of September 24, 2016.

(2)	Based on the Freedonia Report. Our market position is based on rankings by net revenues.

(3)	Percentage of net revenues by construction application is a management estimate based on the end markets into which our customers sell.

North America

In our North America segment, we primarily compete in the market for residential doors and windows in the United States and Canada. We are the only manufacturer that offers a full line of interior and exterior door and window products, allowing us to offer a more complete solution to our customer base. According to the Freedonia Report, the market for our residential door and window products in the United States and Canada generated approximately $10.8 billion in sales in 2015. We believe that our total market opportunity in North America is significantly larger and includes non-residential applications, other related building products, and

value-added services. According to the U.S. Census Bureau, total housing starts in 2014 and 2015 were 1.0 million and 1.1 million units, respectively, significantly below the 20 and 50-year averages of 1.5 million units. According to the Joint Center for Housing Studies, residential R&R spending reached $285.4 billion in 2015, which was an increase of 4.4% from $273.3 billion in 2014. We believe that our leading position in the North American market will enable us to benefit from continued recovery in residential construction activity over the next several years.

Europe

The European market for doors is highly fragmented, and we have the only platform in the industry capable of serving nearly all European countries. In our Europe segment, we primarily compete in the market for residential and non-residential doors in Germany, the United Kingdom, France, Austria, Switzerland, and Scandinavia. According to the Freedonia Report, the market for residential and non-residential door products in these countries generated approximately $3.4 billion in sales in 2015. We believe that our total market opportunity in Europe is significantly larger and includes other European countries, other door product lines, related building products, and value-added services. Although construction activity in Europe has been slower to recover compared to construction activity in North America, new construction and R&R activity is expected to increase across Europe over the next several years.

Australasia

In our Australasia segment, we primarily compete in the market for residential doors and windows in Australia, where we hold the #1 position by net revenues. According to the Freedonia Report, the market for residential door and window products in Australia generated approximately $1.4 billion in sales in 2015. We believe that our total market opportunity in the Australasian region is significantly larger and includes non-residential applications and other countries in the region, as well as other related building products, and value-added services. For example, we also sell a full line of shower enclosures and wardrobes throughout Australia. In 2015, new housing and R&R spend increased 6.1% and 2.7%, respectively, according to Australia’s Housing Industry Association.

Our Business Strategy

We seek to achieve best-in-industry financial performance through the disciplined execution of:

•

operational excellence programs, such as JEM, to improve our profit margins and free cash flow by reducing costs and improving quality;

•

initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and

•

acquisitions to expand our business.

The execution of our strategy is supported and enabled by a relentless focus on talent management. Over the long term, we believe that the implementation of our strategy is largely within our control and is less dependent on external factors. The key elements of our strategy are described further below.

Expand Our Margins and Free Cash Flow Through Operational Excellence

We have identified a substantial opportunity to improve our profitability by building a culture of operational excellence and continuous improvement across all aspects of our business through our JEM initiative. Historically, we were not centrally managed and had a limited focus on continued cost reduction, operational improvement, and strategic material sourcing. This resulted in profit margins that were lower than our building products peers and far lower than what would typically be expected of a world-class industrial company.

Our senior management team has a proven track record of implementing operational excellence programs at some of the world’s leading industrial manufacturing businesses, and we believe the same successes can be realized at JELD-WEN. Key areas of focus of our operational excellence program include:

•

reducing labor costs, overtime, and waste by optimizing planning and manufacturing processes;

•

reducing or minimizing increases in material costs through strategic global sourcing and value-added re-engineering of components, in part by leveraging our significant spend and the global nature of our purchases; and

•

reducing warranty costs by improving quality.

We are in the early stages of implementing our strategic initiatives, including JEM, to develop a culture of operational excellence and continuous improvement. Our initial actions in North America have already helped us to realize higher profit margins over the last two years and we are now beginning to implement the program in Europe and Australasia. We believe that our focus on operational excellence will result in the continued expansion of our profit margins and free cash flow as we systematically transform our business.

Drive Profitable Organic Sales Growth

We seek to deliver profitable organic revenue growth through several strategic initiatives, including new product development, brand and marketing investment, channel management, and continued pricing optimization. These strategic initiatives will drive our sales mix to include more value-added, higher margin products.

•

New Product Development : Our management team has renewed our focus on innovation and new product development. We believe that leading the market in innovation will enhance demand for our products, increase the rate at which our products are specified into home and non-residential designs, and allow us to sell a higher margin product mix. For example, in North America, we have recently increased our investment in research and development by hiring over 20 engineers, who will work closely with our expanded group of product line managers to identify unmet market needs and develop new products. We have also implemented a rigorous new governance process that prioritizes the most impactful projects and is expected to improve the efficiency and quality of our research and development efforts. We have launched several new North American product lines and line extensions in recent years, such as the Siteline window series, Epic Vue window, DF Hybrid window, and the Moda door collection. In Australia, we recently launched a new Deco contemporary door product line, a new pivot door series, a wood window line extension, and the Alumiere aluminum window series. In Europe, we recently launched new steel door product lines that provide enhanced levels of security, safety, and impact resistance. While product specifications and certifications vary from country to country, the global nature of our operations allows us to leverage our global innovation capabilities and share new product designs across our markets.

•

Brand and Marketing Investment : We recently began to make meaningful investments in new marketing initiatives designed to enhance the positioning of the JELD-WEN family of brands. Our new initiatives include marketing campaigns focused on the distributor, builder, architect, and consumer communities. At the trade and architect level, we have invested in print media as well as social media, with a focus on our “whole home” offering of doors and windows. At the consumer level, we have recently invested in television advertising as well as partnerships such as “Dream Home Giveaway” on HGTV in the United States and the “House Rules” television show in Australia. Consistent with our efforts to drive operational excellence across all areas of our business, we are implementing research-based analytical tools to help optimize the effectiveness of our marketing efforts. We believe these branding initiatives are educating and building awareness with consumers, architects, and designers, as well as increasing the frequency with which our products are sought after by consumers and specified by builders and architects.

•

Channel Management : We are implementing initiatives and investing in tools and technology to enhance our relationships with key customers, make it easier for them to source from JELD-WEN, and support their ability to sell our products in the marketplace. Our recent technology investments are focused on improving the customer experience, including new quoting software, a new “Partners Portal” web interface, and a centralized repository of building information modeling files for architects, which are used to specify our products into architectural drawings. In many cases these initiatives are designed to incentivize our customers to sell our higher margin and value-add products. These incentives help our customers grow their businesses in a profitable manner while also improving our sales volumes and the margin of our product mix. For example, our new True BLU dealer management program groups our North American distribution customers into tiers based on the breadth and sales volume of JELD-WEN door and window products they carry, and provides benefits and rewards to each customer based on their tier classification. The True BLU program provides a strong incentive for distribution customers to increase the number of JELD-WEN products that they sell, providing us with opportunities to further penetrate the market with our more complete solution.

•

Pricing Optimization : We are focused on profitable growth and will continue to employ a strategic approach to pricing our products. Pricing discipline is an important element of our effort to improve our profit margins and earn an appropriate return on our invested capital. Over the past two years we have realized meaningful pricing gains by increasing our focus on customer- and product-level profitability in order to improve the profitability of certain underperforming lines of business. In addition, we have changed our historical approach in certain cases from pricing products based on contribution margin targets to an approach of pricing products based on fully loaded cost, which includes the capital we have invested in our manufacturing capacity, research and development capabilities, and brand equity.

Complement Core Earnings Growth With Strategic Acquisitions

Collectively, our senior management team has acquired and integrated more than 100 companies during their careers. Leveraging this collective experience, we have developed a disciplined governance process for identifying, evaluating, and integrating acquisitions. Our strategy focuses on three types of opportunities:

•

Market Consolidation Opportunities : The competitive landscape in several of our key markets remains highly fragmented, which creates an opportunity for us to consolidate smaller companies, enhance our market leading positions, and realize synergies through the elimination of duplicate costs. Our recent acquisitions of Dooria in Norway and Trend in Australia are examples of this strategy.

•

Enhancing Our Product Portfolio : Along with our organic new product development pipeline, we seek to expand our door and window product portfolio by acquiring companies that have developed unique products, technologies, or processes. Our recent acquisitions of Karona (stile and rail doors), LaCantina (folding and sliding wall systems), Aneeta (sashless windows), and Breezway (louver windows) are examples of this strategy.

•

New Markets and Geographies: Opportunities also exist to expand our company through the acquisition of complementary door and window manufacturers in new geographies as well as providers of product lines and value-added services. While this has not been a major focus in recent years, we expect it to be a key element in our long-term growth.

Our Competitive Strengths

Global Industry Leader With Strong Brands

We are one of the world’s largest door and window manufacturers, and we hold the #1 position by net revenues in the majority of the countries and markets we serve. We believe our global scale, along with the power of our well-known brands, creates a sustainable competitive advantage in each of our markets. We market our products globally under the JELD-WEN name along with several other well-known and well-respected regional brands, such as Stegbar and Corinthian in Australia and DANA and Swedoor in Europe. Our recent acquisitions of LaCantina, Karona, Aneeta, Trend, Dooria, and Breezway have further enhanced our portfolio of strong brand names. Our brands are widely recognized to stand for product quality, innovation, reliability, and service and have received numerous awards and endorsements, including recent recognition from Builder Magazine for brand familiarity, Home Builder Executive Magazine for product innovation, and Professional Builder Magazine for new product introductions.

World-Class Leadership Implementing Lasting Operational Improvements

We have assembled a team of executives from world-class organizations with a track record of driving manufacturing efficiency, cost reduction, product innovation, and profitable growth. Our Chief Executive Officer, Mark Beck, joined our team in 2015 after holding a series of executive management roles with Danaher Corporation and Corning Incorporated, where he had extensive experience leading global organizations, driving growth strategies, and implementing disciplined operational enhancements. Our Executive Chairman, Kirk Hachigian, who joined our team in 2014, was formerly the Chairman and Chief Executive Officer of Cooper Industries after a successful career at General Electric. Most of the members of our senior management team have extensive experience at major global industrial companies, which we believe creates a breadth and depth of operational expertise that is unusual for our industry. Our team has identified and has begun to execute on opportunities for continuous improvement across our platform. These initiatives are focused on manufacturing productivity, channel management, strategic sourcing, pricing discipline, and new product development. Although we remain in the early stages of implementing many of these continuous improvement programs, our efforts already have begun to yield results. Additionally, our leadership team has a proven track record of driving growth through the execution and integration of strategic acquisitions.

Multiple Levers To Grow Earnings

Our leading market positions and brands, world-class management team, and global manufacturing network create multiple opportunities for us to grow our earnings independent of growth in end-market demand. In particular, our management team has identified and is executing on:

•

operational excellence programs to improve our profit margins and free cash flow by reducing costs and improving quality;

•

initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and

•

acquisitions to expand our business.

These actions have begun to lead to significant improvements in our profitability over the last two years, which we expect will continue as such initiatives are implemented across our operations globally and become part of our culture.

Long-Standing Customer Relationships

of our brands, the breadth of our product offering, our focus on customer service, and our commitment to quality and innovation. We believe that we are uniquely positioned to serve our large national and multinational customers, because of the breadth of our global manufacturing and sales network. The majority of our top ten customers have purchased our products for 17 years or more. In many of our key markets, we are the only competitor that can offer our customers a diverse range of multiple door and window product lines, further strengthening our relationships with our largest customers.

Significant Diversification Across End Markets, Channels, and Geographies

We believe that the diversity of our revenue base across end markets, channels, and geographies provides us with significant benefits relative to our competitors. For example, our diversity with respect to construction application provides insulation from specific trends in our end markets. Furthermore, our global platform of 115 manufacturing facilities across 19 countries enables us to serve customers across approximately 82 countries and helps limit our dependence on a specific geographic region. Although we generate approximately 60% of our net revenues in North America, positioning us for continued growth from the ongoing recovery in the U.S. domestic construction markets, we also generate approximately one-third of our net revenues from a diverse set of European markets that we believe are in the earlier stages of recovery.

Broad Global Manufacturing Network, Vertically Integrated In Key Product Lines

We have invested significant capital to build our global network of 115 manufacturing facilities that is unique among our competition in terms of capability, scale, and capacity. The global nature of our operations allows us to leverage key functions across these operations, such as sourcing and engineering. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities and quality control as well as providing us with supply chain, transportation, and working capital savings. For example, we produce our own molded interior door skins for use in North America, France, and the United Kingdom, where molded doors are the predominant residential interior door type. Our operating platform allows us to deliver our broad portfolio of products to customers across the globe, enhances our ability to innovate, optimizes our cost structure, provides greater value and improved service to our customers, and strengthens our market positions.

Summary Risk Factors

Investing in our common stock involves risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, results of operations, cash flows, and prospects. You should carefully consider the risks discussed in the section entitled “Risk Factors”, including the following risks, before investing in our common stock:

•

negative trends in overall business, financial market, and economic conditions, and/or activity levels in our end markets;

•

our highly competitive business environment;

•

failure to timely identify or effectively respond to consumer needs, expectations, or trends;

•

failure to maintain the performance, reliability, quality, and service standards required by our customers;

•

failure to implement our strategic initiatives, including JEM;

•

acquisitions or investments in other businesses that may not be successful;

•

declines in our relationships with and/or consolidation of our key customers;

•

increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;

•

fluctuations in the prices of raw materials used to manufacture our products;

•

delays or interruptions in the delivery of raw materials or finished goods;

•

exchange rate fluctuations;

•

disruptions in our operations;

•

security breaches and other cyber security incidents;

•

increases in labor costs, potential labor disputes, and work stoppages at our facilities;

•

changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;

•

compliance costs and liabilities under environmental, health, and safety laws and regulations;

•

product liability claims, product recalls, or warranty claims;

•

inability to protect our intellectual property;

•

loss of key officers or employees;

•

our current level of indebtedness;

•

risks associated with the material weakness that has been identified; and

•

risks associated with payments to be made to Pre-IPO Shareholders (as defined below) pursuant to the Tax Receivable Agreement.

Our Corporate Information

We were incorporated as an Oregon corporation in 1960. On May 31, 2016, we reincorporated as a Delaware corporation. We are a holding company that conducts our operations through our direct and indirect subsidiaries, primarily JELD-WEN, Inc., a Delaware corporation, and its subsidiaries. Our principal executive offices are located at 440 S. Church Street, Suite 400, Charlotte, North Carolina 28202, and our telephone number is (704) 378-5700. We maintain a website on the Internet at http://www.jeld-wen.com. The information contained on, or that can be accessed through, our website is not a part of, and should not be considered as being incorporated by reference into, this prospectus.

Our Sponsor

Following the consummation of this offering, we expect to be a “controlled company” for the purposes of the New York Stock Exchange rules.

Onex is one of the oldest and most successful private equity firms. Through its Onex Partners and ONCAP private equity funds, Onex acquires and builds high-quality businesses in partnership with talented management teams. Through Onex Credit, Onex manages and invests in leveraged loans, collateralized loan obligations, and other credit securities. Onex has approximately $22.5 billion of assets under management, including $6.0 billion of Onex proprietary capital. With offices in Toronto, New York, New Jersey, and London, Onex invests its capital through its two investing platforms and is the largest limited partner in each of its private equity funds.

Onex has extensive experience investing in leading, global industrial businesses, including in the building products space. Notable examples of Onex’ investments in industrial companies over its 32-year history include Tomkins plc, Allison Transmission Holdings, Inc., SIG Combibloc Group, Husky International Ltd., KraussMaffei Group, Spirit AeroSystems, Inc., and RSI Home Products.

The Offering

Issuer

JELD-WEN Holding, Inc., a Delaware corporation.

Common stock offered by us

shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Common stock to be outstanding after this offering

shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Option to purchase additional shares

The underwriters have an option to purchase up to additional shares from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $ million, assuming the shares are offered at $ per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use the net proceeds from this offering to repay approximately $ million of indebtedness outstanding under our Term Loan Facility and approximately $ million of indebtedness outstanding under our ABL Facility (a portion of which term loan and ABL indebtedness was used to fund the payments made in connection with the 2016 Dividend Transactions), with any remaining net proceeds to be used for general corporate purposes. See “Use of Proceeds”.

Dividend policy

We do not expect to pay any dividends on our common stock in the foreseeable future. See “Dividend Policy”.

Proposed stock exchange symbol

“JELD”.

Controlled company

Upon completion of this offering, Onex will continue to own a controlling interest in us. Therefore, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange.

Tax Receivable Agreement

In connection with this offering, we will declare a dividend of the rights under and enter into a Tax Receivable Agreement that will provide for the payment by the Company to pre-IPO stockholders and holders of stock options and restricted stock units (our “Pre-IPO Shareholders”) of 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of (i) the utilization of certain of our tax attributes, generally including net operating and capital losses and certain other tax attributes generated in periods prior to this offering, including alternative minimum tax credit carryforwards and research and development credits, or the “Pre-IPO Tax Attributes”, and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. Following this offering, we expect to use cash and borrowings under our revolving credit facilities to fund any payments that we will be required to make under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement”.

The exact amount of future payments under the Tax Receivable Agreement in any given year will depend on, among other things, the amount of income earned by us in such year, and the jurisdiction in which such income is earned. For example, assuming no material changes in the relevant tax law and no changes to current limitations on our ability to utilize our net operating losses under Section 382 of the Code, we will be obligated to make payments under the Tax Receivable Agreement of approximately $3.3 million for every $10 million of U.S. federal taxable income earned by us (without regard to the Pre-IPO Tax Attributes or other tax attributes subject to the Tax Receivable Agreement) that is offset by U.S. federal net operating losses that are Pre-IPO Tax Attributes. However, the amount of payments that we will owe under the Tax Receivable Agreement with respect to state and foreign taxes will vary depending on, among other things, the tax rate in those jurisdictions and the amount of income earned by us in those jurisdictions.

Risk factors

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

In connection with the consummation of this offering, we intend to complete the Share Recapitalization.

Unless otherwise indicated, all information contained in this prospectus:

•

assumes an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus;

•

gives effect to our amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect upon the listing of our common stock on the New York Stock Exchange;

•

assumes the underwriters’ option to purchase additional shares has not be exercised; and

•

gives effect to the Share Recapitalization.

The number of shares of common stock to be outstanding after this offering excludes:

•

shares of common stock issuable upon the exercise of options outstanding under our existing stock incentive plan as of , 2016 at a weighted average exercise price of $ per share; and

•

shares of common stock reserved for future issuance under our new omnibus incentive plan that we intend to adopt in connection with this offering.

Summary Consolidated Financial Data

The following table presents summary consolidated financial data for the periods and at the dates indicated. The summary consolidated financial data as of December 31, 2015 and 2014 and for each of the three years ended December 31, 2015 have been derived from our audited consolidated financial statements included in this prospectus. The summary consolidated financial data as of December 31, 2013 has been derived from our audited consolidated financial statements not included in this prospectus. The summary consolidated financial data as of September 24, 2016 and September 26, 2015 and for each of the nine months ended September 24, 2016 and September 26, 2015 have been derived from our unaudited consolidated financial statements included in this prospectus. We have prepared our unaudited consolidated financial statements on the same basis as our audited consolidated financial statements, and our unaudited consolidated financial statements include, in the opinion of management, all adjustments necessary for a fair statement of the operating results and financial condition of the Company for such periods and as of such dates. The results of operations for any interim period are not necessarily indicative of the results that may be expected for the full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period. We have also presented summary unaudited consolidated financial data for the twelve-month period ended September 24, 2016, which presentation does not comply with GAAP. This data has been calculated by adding amounts from our audited consolidated financial statements for the year ended December 31, 2015 to amounts from our unaudited consolidated financial statements for the nine months ended September 24, 2016 and subtracting amounts from our unaudited consolidated financial statements for the nine months ended September 26, 2015. We have presented this financial data because we believe it provides our investors with useful information to assess our recent performance.

The following information should be read in conjunction with “Capitalization”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business”, and our financial statements and notes included elsewhere in this prospectus.


	Twelve Months Ended			Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in thousands, except share and per share data)
Net revenues	$	3,584,578		$	2,693,630		$	2,490,112		$	3,381,060		$	3,507,206		$	3,456,539
Cost of sales		2,832,342			2,112,185			1,994,968			2,715,125			2,919,864			2,946,463

Gross margin		752,236			581,445			495,144			665,935			587,342			510,076
Selling, general and administrative		550,465			408,360			370,021			512,126			488,477			482,088
Impairment and restructuring charges		14,830			9,045			15,557			21,342			38,388			42,004

Operating income (loss)		186,941			164,040			109,566			132,467			60,477			(14,016	)
Interest expense, net		(73,808	)		(53,725	)		(40,549	)		(60,632	)		(69,289	)		(71,362	)
Other income (expense)		13,101			8,960			9,979			14,120			(50,521	)		12,323

Income (loss) before taxes, equity earnings (loss) and discontinued operations		126,234			119,275			78,996			85,955			(59,333	)		(73,055	)
Income tax benefit (expense)		18,643			5,633			(7,575	)		5,435			(18,942	)		(1,142	)

Income (loss) from continuing operations, net of tax		144,877			124,908			71,421			91,390			(78,275	)		(74,197	)
Loss from discontinued operations, net of tax		(3,656	)		(2,845	)		(2,045	)		(2,856	)		(5,387	)		(5,863	)
Gain on sale of discontinued operations, net of tax		—			—			—			—			—			10,711
Equity earnings (loss) of non-consolidated entities		3,601			2,450			1,233			2,384			(447	)		943

Net income (loss)	$	144,822		$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)

Net income (loss) attributable to common shareholders
Basic				$	16,298		$	(281,427	)	$	(290,500	)	$	(184,143	)	$	(157,205	)
Diluted				$	16,298		$	(281,427	)	$	(290,500	)	$	(184,143	)	$	(157,205	)
Weighted average common shares outstanding ⁽¹⁾
Basic					1,633,198			1,677,121			1,663,273			1,858,187			1,919,445
Diluted					1,923,341			1,677,121			1,663,273			1,858,187			1,919,445
Income (loss) per common share from continuing operations ⁽¹⁾
Basic				$	11.72		$	(166.58	)	$	(172.97	)	$	(96.21	)	$	(84.45	)
Diluted				$	9.95		$	(166.58	)	$	(172.97	)	$	(96.21	)	$	(84.45	)
Pro forma net income (loss) per share attributable to common shareholders ⁽²⁾
Basic				$	—		$	—
Diluted				$	—		$	—
Pro forma weighted average common shares outstanding ⁽²⁾
Basic					—			—
Diluted					—			—


	Twelve Months Ended			Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in thousands, except share and per share data)
Other financial data:
Capital expenditures	$	87,278		$	62,476		$	52,885		$	77,687		$	70,846		$	85,689
Depreciation and amortization		102,921			77,518			69,793			95,196			100,026			104,650
Adjusted EBITDA ⁽³⁾		369,190			291,099			232,895			310,986			229,849			153,210
Adjusted EBITDA margin ⁽³⁾		10.3%			10.8%			9.4%			9.2%			6.6%			4.4%

Consolidated balance sheet data:
Cash, cash equivalents				$	65,357		$	79,061		$	113,571		$	105,542		$	37,666
Accounts receivable, net					492,965			408,926			321,079			329,901			357,363
Inventories					361,724			383,847			343,736			359,274			391,450
Total current assets					968,162			936,024			814,418			840,356			828,109
Total assets					2,435,813			2,227,413			2,182,373			2,184,059			2,290,897
Accounts payable					216,844			194,721			166,686			179,652			202,621
Total current liabilities					598,960			554,830			487,445			524,301			593,938
Total debt					1,272,187			1,271,532			1,260,320			806,228			667,152
Redeemable convertible preferred stock					458,236			481,937			481,937			817,121			817,121
Total stockholders’ (deficit) equity					(79,995	)		(278,797	)		(231,745	)		(168,826	)		54,444

Statement of cash flows data:
Net cash flow provided by (used in):
Operating activities	$	237,791		$	110,190		$	44,738		$	172,339		$	21,788		$	(49,372	)
Investing activities		(217,036	)		(141,609	)		(83,025	)		(158,452	)		(56,738	)		13,939
Financing activities		(35,212	)		(17,426	)		16,714			(1,072	)		105,617			34,633


	As of
	September 24, 2016
	(dollars in thousands)
	Actual			Pro Forma ⁽⁴⁾		Pro Forma As Adjusted ⁽⁵⁾
Pro forma consolidated balance sheet data:
Cash, cash equivalents	$	65,357		$		$
Accounts receivable, net		492,965
Inventories		361,724
Total current assets		968,162
Total assets		2,435,813
Accounts payable		216,844
Total current liabilities		598,960
Total debt		1,272,187
Liability to Pre-IPO Shareholders		—
Redeemable convertible preferred stock		458,236			—		—
Total stockholders’ deficit		(79,995	)

(1)	Does not give effect to the 2016 Dividend Transactions or Share Recapitalization.

(2)

Reflects the 2016 Dividend Transactions and Share Recapitalization. The Tax Receivable Agreement would not have impacted net income (loss) or earnings (loss) for the periods presented and, accordingly, no pro forma adjustment has been made. See Notes and to our financial statements for the year ended December 31, 2015 and Note to our financial statements for the three and nine months ended September 24, 2016 appearing elsewhere in this prospectus for information regarding computation of basic and diluted net income (loss) per share, pro forma basic and diluted net income (loss) per share attributable to common shareholders, and the pro forma weighted average basic and diluted common shares outstanding used in computing the pro forma basic and diluted net income (loss) per share attributable to common shareholders.

(3)

In addition to our consolidated financial statements presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance. Adjusted EBITDA is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities, or other measures determined in accordance with GAAP. Also, Adjusted EBITDA is not necessarily comparable to similarly-titled measures presented by other companies. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.

We define Adjusted EBITDA as net income (loss), as adjusted for the following items: loss from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity (earnings) loss of non-consolidated entities; income tax; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation income (loss); other non-cash items; other items; and costs related to debt restructuring, debt refinancing, and the Onex Investment. Adjusted EBITDA may in the future also be adjusted for payments made or charges incurred pursuant to the Tax Receivable Agreement.

We use this non-GAAP measure in assessing our performance in addition to net income (loss) determined in accordance with GAAP. We believe Adjusted EBITDA is an important measure to be used in evaluating operating performance because it allows management and investors to better evaluate and compare our core operating results from period to period by removing the impact of our capital structure (net interest income or expense from our outstanding debt), asset base (depreciation and amortization), tax consequences, other non-operating items, and share-based compensation. Furthermore, the instruments governing our indebtedness use Adjusted EBITDA to measure our compliance with certain limitations and covenants. We reference this non-GAAP financial measure frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods. In addition, executive incentive compensation is based in part on Adjusted EBITDA, and we base certain of our forward-looking estimates and budgets on Adjusted EBITDA.

We also believe Adjusted EBITDA is a measure widely used by securities analysts and investors to evaluate the financial performance of our company and other companies. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA eliminates the effect of certain items on net income and thus has certain limitations. Some of these limitations are: Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; Adjusted EBITDA does not reflect any income tax payments we are required to make and may not be reduced by any payments we make pursuant to, or charges that are incurred under, the Tax Receivable Agreement; and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacement. Other companies may calculate Adjusted EBITDA differently, and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The following is a reconciliation of our net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA:


	Twelve Months Ended			Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in this table and the footnotes below in thousands)

Net income (loss)	$	144,822		$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)
Adjustments:
Loss from discontinued operations, net of tax		3,656			2,845			2,045			2,856			5,387			5,863
Gain on sale of discontinued operations, net of tax		—			—			—			—			—			(10,711	)
Equity (earnings) loss of non-consolidated entities		(3,601	)		(2,450	)		(1,233	)		(2,384	)		447			(943	)
Income tax (benefit) expense		(18,643	)		(5,633	)		7,575			(5,435	)		18,942			1,142
Depreciation and amortization		102,921			77,518			69,793			95,196			100,026			104,650
Interest expense, net		73,808			53,725			40,549			60,632			69,289			71,362
Impairment and restructuring charges ^(a)		27,178			12,122			15,975			31,031			38,645			44,413
(Gain) loss on sale of property and equipment		(3,759	)		(3,270	)		73			(416	)		(23	)		(3,039	)
Share-based compensation expense		21,892			14,944			8,672			15,620			7,968			5,665
Non-cash foreign exchange transaction/translation loss (income)		14,080			7,168			(4,215	)		2,697			(528	)		(4,114	)
Other non-cash items ^(b)		4,117			3,087			111			1,141			2,334			(68	)
Other items ^(c)		2,679			6,519			22,733			18,893			20,278			7,284
Costs relating to debt restructuring, debt refinancing, and the Onex Investment ^(d)		40			11			208			237			51,193			112

Adjusted EBITDA	$	369,190		$	291,099		$	232,895		$	310,986		$	229,849		$	153,210

(a)

Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our consolidated statements of operations plus (ii) additional charges of $12,347, $3,078, $417, $9,687, $257, and $2,409 for the twelve months ended September 24, 2016, nine months ended September 24, 2016 and September 26, 2015, and years ended December 31, 2015, 2014, and 2013, respectively. These additional charges are primarily comprised of non-cash changes in inventory valuation reserves, such as excess and obsolete reserves. For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 25— Impairment and Restructuring Charges of Continuing Operations in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

(b)

(c)

Other items include: (i) in the twelve months ended September 24, 2016, (1) $2,449 of professional fees related to the IPO process, (2) $1,833 of recruitment costs related to the recruitment of executive management employees, (3) $1,633 in acquisition costs, (4) $884 of tax consulting costs in Europe, (5) $353 in Dooria plant closure costs, and (6) $263 of pre-acquisition legal costs related to CMI, partially offset by (7) $5,656 of realized gain on foreign exchange hedges related to an intercompany loan; (ii) in the nine months ended September 24, 2016, (1) $2,449 of professional fees related to the IPO process, (2) $1,542 of acquisition costs, (3) $350 in Dooria plant closure costs, (4) $257 in legal costs associated with disposal of non-core properties, and (5) $250 related to a legal settlement accrual for CMI; (iii) in the nine months ended September 26, 2015, (1) $11,696 of stock compensation, including a $11,446 payment to holders of vested options and RSUs in connection with the July 2015 dividend described in “Dividend Policy”, (2) $5,510 related to a UK legal settlement, (3) $1,733 in acquisition costs, (4) $1,422 of legal costs related to non-core property disposal, (5) $861 in production ramp-down costs, and (6) $431 of legal costs related to our ESOP class action matters; (iv) in the year ended December 31, 2015, (1) $11,446 payment to holders of vested options and restricted shares in connection with the July 2015 dividend described in “Dividend Policy”, (2) $5,510 related to a United Kingdom legal settlement, (3) $1,825 in acquisition costs, (4) $1,833 of recruitment costs related to the recruitment of executive management employees, and (5) $1,082 of legal costs related to non-core property disposal, partially offset by (6) $5,678 of realized gain on foreign exchange hedges related to an intercompany loan; (v) in the year ended December 31, 2014, (1) $5,000 legal settlement related to our ESOP, (2) $3,657 of legal costs associated with non-core property disposal, (3) $3,443 production ramp-down costs, (4) $2,769 of consulting fees in Europe, and (5) $1,250 of costs related to a prior acquisition; and (vi) in the year ended December 31, 2013, (1) $2,869 of cash costs related to the delayed opening of our new Louisiana facility, (2) $774 of legal costs associated with non-core property disposal, (3) $582 related to the closure of our Marion, North Carolina facility, and (4) $458 of acquisition-related costs.

(d)

Included in the year ended December 31, 2014 is a loss on debt extinguishment of $51,036 associated with the refinancing of our 12.25% secured notes.

(4)	Reflects the 2016 Dividend Transactions and Share Recapitalization.

(5)

Reflects (a) the 2016 Dividend Transactions, (b) the Share Recapitalization, (c) our entry into the Tax Receivable Agreement, (d) our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (e) the repayment of approximately $ million of indebtedness outstanding under our Term Loan Facility and ABL Facility with a portion of the net proceeds of this offering. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of our initial public offering that will be determined at pricing.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following factors, as well as other information contained in this prospectus, before deciding to invest in shares of our common stock. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment in our common stock.

Risks Relating to Our Business and Industry

Negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets may reduce demand for our products, which could have a material adverse effect on our business, financial condition, and results of operations.

Negative trends in overall business, financial market, and economic conditions globally or in the regions where we operate may reduce demand for our doors and windows, which is tied to activity levels in the R&R and new residential and non-residential construction end markets. In particular, the following factors may have a direct impact on our business in the regions where our products are marketed and sold:

•

the strength of the economy;

•

employment rates and consumer confidence and spending rates;

•

the availability and cost of credit;

•

the amount and type of residential and non-residential construction;

•

housing sales and home values;

•

the age of existing home stock, home vacancy rates, and foreclosures;

•

interest rate fluctuations for our customers and consumers;

•

volatility in both the debt and equity capital markets;

•

increases in the cost of raw materials or any shortage in supplies or labor;

•

the effects of governmental regulation and initiatives to manage economic conditions;

•

geographical shifts in population and other changes in demographics; and

•

changes in weather patterns.

The global economy recently endured a significant and prolonged recession that had a substantial negative effect on sales across our end markets. In particular, beginning in mid-2006 and continuing through late-2011, the U.S. residential and non-residential construction industry experienced one of the most severe downturns of the last 40 years. While cyclicality in our new residential and non-residential construction end markets is moderated to a certain extent by R&R activity, much R&R spending is discretionary and can be deferred or postponed entirely when economic conditions are poor. We experienced sales declines in all of our end markets during this recent economic downturn.

Although conditions in the United States have improved in recent years, there can be no assurance that this improvement will be sustained in the near or long-term. Moreover, uncertain economic conditions continue in our Australasia segment and certain jurisdictions in our Europe segment. Negative business, financial market, and economic conditions globally or in the regions where we operate may materially and adversely affect demand for our products, and our business, financial condition, and results of operations could be materially negatively impacted as a result.

We operate in a highly competitive business environment. Failure to compete effectively could cause us to lose market share and/or force us to reduce the prices we charge for our products. This competition could have a material adverse effect on our business, financial condition, and results of operations.

We operate in a highly competitive business environment. Some of our competitors may have greater financial, marketing, and distribution resources and may develop stronger relationships with customers in the markets where we sell our products. Some of our competitors may be less leveraged than we are, providing them with more flexibility to invest in new facilities and processes and also making them better able to withstand adverse economic or industry conditions.

In addition, some of our competitors, regardless of their size or resources, may choose to compete in the marketplace by adopting more aggressive sales policies, including price cuts, or by devoting greater resources to the development, promotion, and sale of their products. This could result in our losing customers and/or market share to these competitors or being forced to reduce the prices at which we sell our products to remain competitive.

As a result of competitive bidding processes, we may have to provide pricing concessions to our significant customers in order for us to keep their business. Reduced pricing would result in lower product margins on sales to those customers. There is no guarantee that a reduction in prices would be offset by sufficient gains in market share and sales volume to those customers.

The loss of, or a reduction in orders from, any significant customers, or decreased pricing of our products, could have a material adverse effect on our business, financial condition, and results of operations.

We may not identify or effectively respond to consumer needs, expectations, or trends in a timely fashion, which could adversely affect our relationship with customers, our reputation, the demand for our brands, products, and services, and our market share.

The quantity, type, and prices of products demanded by consumers and our customers have shifted over time. For example, demand has increased for multi-family housing units such as apartments and condominiums, which typically require fewer of our products, and we are experiencing growth in certain channels for products with lower price points. In certain cases, these shifts have negatively impacted our sales and/or our profitability. Also, we must continually anticipate and adapt to the increasing use of technology by our customers. Recent years have seen shifts in consumer preferences and purchasing practices and changes in the business models and strategies of our customers. Consumers are increasingly using the internet and mobile technology to research home improvement products and to inform and provide feedback on their purchasing and ownership experience for these products. Trends towards online purchases could impact our ability to compete as we currently sell a significant portion of our products through retail home centers, wholesale distributors, and building products dealers.

Accordingly, the success of our business depends in part on our ability to maintain strong brands, and identify and respond promptly to evolving trends in demographics, consumer preferences, and expectations and needs, while also managing inventory levels. It is difficult to successfully predict the products and services our customers will demand. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products and acquire or develop the intellectual property necessary to develop new products or improve our existing products. There can be no assurance that the products we develop, even those to which we devote substantial resources, will be successful. While we continue to invest in innovation, brand building, and brand awareness, and intend to increase our investments in these areas in the future, these initiatives may not be successful. Failure to anticipate and successfully react to changing consumer preferences could have a material adverse effect on our business, financial condition, and results of operations.

In addition, our competitors could introduce new or improved products that would replace or reduce demand for our products, or create new proprietary designs and/or changes in manufacturing technologies that may render our products obsolete or too expensive for efficient competition in the marketplace. Our failure to competitively

respond to changing consumer and customer trends, demands, and preferences could cause us to lose market share, which could have a material adverse effect on our business, financial condition, and results of operations.

Failure to maintain the performance, reliability, quality, and service standards required by our customers, or to timely deliver our products, could have a material adverse effect on our business, financial condition, and results of operations.

If our products have performance, reliability, or quality problems, our reputation and brand equity, which we believe is a substantial competitive advantage, could be materially adversely affected. We may also experience increased and unanticipated warranty and service expenses. Furthermore, we manufacture a significant portion of our products based on the specific requirements of our customers, and delays in providing our customers the products and services they specify on a timely basis could result in reduced or canceled orders and delays in the collection of accounts receivable. Additionally, claims from our customers, with or without merit, could result in costly and time-consuming litigation that could require significant time and attention of management and involve significant monetary damages that could have a material adverse effect on our business, financial condition, and results of operations.

We are in the early stages of implementing strategic initiatives, including JEM. If we fail to implement these initiatives as expected, our business, financial condition, and results of operations could be adversely affected.

Our future financial performance depends in part on our management’s ability to successfully implement our strategic initiatives, including JEM. We have implemented many of these initiatives in North America and are beginning to implement them in Europe and Australasia. We cannot assure you that we will be able to continue to successfully implement these initiatives and related strategies throughout the geographic regions in which we operate or be able to continue improving our operating results. Similarly, these initiatives, even if implemented in all of our geographic regions, may not produce similar results. Any failure to successfully implement these initiatives and related strategies could adversely affect our business, financial condition, and results of operations. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

We may make acquisitions or investments in other businesses which may involve risks or may not be successful.

Generally, we seek to acquire businesses that broaden our existing product lines and service offerings or expand our geographic reach. There can be no assurance that we will be able to identify suitable acquisition candidates or that our acquisitions or investments in other businesses will be successful. These acquisitions or investments in other businesses may also involve risks, many of which may be unpredictable and beyond our control, and which may have a material adverse effect on our business, financial condition, and results of operations, including risks related to:

•

the nature of the acquired company’s business;

•

any acquired business performing worse than anticipated;

•

the potential loss of key employees of the acquired company;

•

any damage to our reputation as a result of performance or customer satisfaction problems relating to an acquired business;

•

the failure of our due diligence procedures to detect material issues related to the acquired business, including exposure to legal claims for activities of the acquired business prior to the acquisition;

•

unexpected liabilities resulting from the acquisition for which we may not be adequately indemnified;

•

our inability to enforce indemnification and non-compete agreements;

•

the integration of the personnel, operations, technologies, and products of the acquired business, and establishment of internal controls, including the implementation of our enterprise resource planning system, into the acquired company’s operations;

•

our failure to achieve projected synergies or cost savings;

•

our inability to establish uniform standards, controls, procedures, and policies;

•

the diversion of management attention and financial resources; and

•

any unforeseen management and operational difficulties, particularly if we acquire assets or businesses in new foreign jurisdictions where we have little or no operational experience.

Our inability to achieve the anticipated benefits of acquisitions and other investments could materially and adversely affect our business, financial condition, and results of operations.

In addition, the means by which we finance an acquisition may have a material adverse effect on our business, financial condition, and results of operations, including changes to our equity, debt, and liquidity position. If we issue convertible preferred or common stock to pay for an acquisition, the ownership percentage of our existing shareholders may be diluted. Using our existing cash may reduce our liquidity. Incurring additional debt to fund an acquisition may result in higher debt service and a requirement to comply with additional financial and other covenants, including potential restrictions on future acquisitions and distributions.

A decline in our relationships with our key customers or the amount of products they purchase from us, or a decline in our key customers’ economic condition, could have a material adverse effect on our business, financial condition, and results of operations.

Our business depends on our relationships with our key customers, which consist mainly of wholesale distributors and retail home centers. Our top ten customers together accounted for approximately 44% of our revenues in the year ended December 31, 2015, and our largest customer, The Home Depot, accounted for approximately 19% of our revenues in the year ended December 31, 2015. Although we have established and maintain significant long-term relationships with our key customers, we cannot assure you that all of these relationships will continue or will not diminish. We generally do not enter into long-term contracts with our customers and they generally do not have an obligation to purchase products from us. Accordingly, sales from customers that have accounted for a significant portion of our sales in past periods, individually or as a group, may not continue in future periods, or if continued, may not reach or exceed historical levels in any period. For example, our large customers perform periodic line reviews to assess their product offering, which have, on past occasions, led to loss of business and pricing pressures, and some of our large customers may experience economic difficulties or otherwise default on their obligations to us. Furthermore, our pricing optimization strategy, which requires maintaining pricing discipline in order to improve profit margins, may lead to the loss of certain customers, including key customers, who do not agree to our pricing terms. The loss of, or a diminution in, our relationship with any of our largest customers could lower our sales volumes, which could increase our costs and lower our profitability. This could have a material adverse effect on our business, financial condition, and results of operations.

Certain of our customers may expand through consolidation and internal growth, which may increase their buying power. The increased size of our customers could have a material adverse effect our business, financial condition, and results of operations.

Certain of our important customers are large companies with significant buying power, and our customers may expand through consolidation or internal growth. Consolidation could decrease the number of potential significant customers for our products and increase our reliance on key customers. Further, the increased size of our customers could result in our customers seeking more favorable terms, including pricing, for the products that they purchase from us. Accordingly, the increased size of our customers may further limit our ability to maintain or raise prices in the future. This could have a material adverse effect our business, financial condition, and results of operations.

We are subject to the credit risk of our customers.

We are subject to the credit risk of our customers because we provide credit to our customers in the normal course of business. All of our customers are sensitive to economic changes and to the cyclical nature of the building industry. Especially during protracted or severe economic declines and cyclical downturns in the building industry, our customers may be unable to perform on their payment obligations, including their debts to us. Any failure by our customers to meet their obligations to us may have a material adverse effect on our business, financial condition, and results of operations. In addition, we may incur increased expenses related to collections in the future if we find it necessary to take legal action to enforce the contractual obligations of a significant number of our customers.

Increases in interest rates used to finance home construction and improvements, such as mortgage and credit card interest rates, and the reduced availability of financing for the purchase of new homes and home construction and improvements, could have a material adverse impact on our business, financial condition, and results of operations.

Our performance depends in part upon consumers having the ability to access third-party financing for the purchase of new homes and buildings and R&R of existing homes and other buildings. The ability of consumers to finance these purchases is affected by the interest rates available for home mortgages, credit card debt, lines of credit, and other sources of third-party financing. Currently, interest rates in the majority of the regions where we market and sell our products are near historic lows and will likely increase in the future. The U.S. Federal Reserve Board of Governors raised the federal fund rate in December 2015 for the first time in seven years and is expected to continue to raise the federal fund rate over time. An increase in the federal fund rate could cause an increase in future interest rates applicable to mortgages, credit card debt, and other sources of third-party financing. If interest rates increase and, consequently, the ability of prospective buyers to finance purchases of new homes or home improvement products is adversely affected, our business, financial condition, and results of operations may be materially and adversely affected.

In addition to increased interest rates, the ability of consumers to procure third-party financing is impacted by such factors as new and existing home prices, high unemployment levels, high mortgage delinquency and foreclosure rates, and lower housing turnover. Adverse developments affecting any of these factors could result in the imposition of more restrictive lending standards by financial institutions and reduce the ability of some consumers to finance home purchases or R&R expenditures.

Prices of the raw materials we use to manufacture our products are subject to fluctuations, and we may be unable to pass along to our customers the effects of any price increases.

We use wood, glass, vinyl and other plastics, fiberglass and other composites, aluminum, steel and other metals, as well as hardware and other components to manufacture our products. Materials represented approximately 53% of our cost of sales in the year ended December 31, 2015. Prices for our materials fluctuate for a variety of reasons beyond our control, many of which cannot be anticipated with any degree of reliability. Our most significant raw materials include vinyl extrusions, glass, and aluminum, each of which has been subject to periods of rapid and significant fluctuations in price. The reasons for these fluctuations include, among other things, variable worldwide supply and demand across different industries, speculation in commodities futures, general economic or environmental conditions, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs, and product and process evolutions that impact demand for the same materials.

For example, an increase in oil prices may affect the direct cost of materials derived from petroleum, most particularly vinyl. As another example, many consumers demand certified sustainably harvested wood products as concerns about deforestation have become more prevalent. Certified sustainably harvested wood historically has not been as widely available as non-certified wood, which results in higher prices for sustainably harvested wood. As more consumers demand certified sustainably harvested wood, the price of such wood may increase due to limited supply.

We have short-term supply contracts with certain of our largest suppliers that limit our exposure to short-term fluctuations in prices of our materials, but we are susceptible to longer-term fluctuations in prices. We generally do not hedge against commodity price fluctuations. Significant increases in the prices of raw materials for finished goods, including as a result of significant or protracted material shortages, may be difficult to pass through to customers and may negatively impact our profitability and net revenues. We may attempt to modify products that use certain raw materials, but these changes may not be successful.

Our business may be affected by delays or interruptions in the delivery of raw materials, finished goods, and certain component parts. A supply shortage or delivery chain interruption could have a material adverse effect on our business, financial condition, and results of operations.

We rely upon regular deliveries of raw materials, finished goods, and certain component parts. For certain raw materials that are used in our products, we depend on a single or limited number of suppliers for our materials, and we typically do not have long-term contracts with our suppliers. If we are not able to accurately forecast our supply needs, the limited number of suppliers may make it difficult to quickly obtain additional raw materials to respond to shifting or increased demand. In addition, a supply shortage could occur as a result of unanticipated increases in market demand, difficulties in production or delivery, financial difficulties, or catastrophic events in the supply chain. Furthermore, because our products and the components of some of our products are subject to regulation, changes to these regulations could cause delays in delivery of raw materials, finished goods, and certain component parts.

Until we can make acceptable arrangements with alternate suppliers, any interruption or disruption could impact our ability to ship orders on time and could idle some of our manufacturing capability for those products. This could result in a loss of revenues, reduced margins, and damage to our relationships with customers, which could have a material adverse effect on our business, financial condition, and results of operations.

Our business is seasonal and revenue and profit can vary significantly throughout the year, which may adversely impact the timing of our cash flows and limit our liquidity at certain times of the year.

Our business is seasonal, and our net revenues and operating results vary significantly from quarter to quarter based upon the timing of the building season in our markets. Our sales typically follow seasonal new construction and R&R industry patterns. The peak season for home construction and R&R activity in the majority of the geographies where we market and sell our products generally corresponds with the second and third calendar quarters, and therefore our sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced R&R and new construction activity as a result of less favorable climate conditions in the majority of our geographic end markets. Failure to effectively manage our inventory in anticipation of or in response to seasonal fluctuations could negatively impact our liquidity profile during certain seasonal periods.

Changes in weather patterns, including as a result of global climate change, could significantly affect our financial results or financial condition.

Weather patterns may affect our operating results and our ability to maintain our sales volume throughout the year. Because our customers depend on suitable weather to engage in construction projects, increased frequency or duration of extreme weather conditions could have a material adverse effect on our financial results or financial condition. For example, unseasonably cool weather or extraordinary amounts of rainfall may decrease construction activity, thereby decreasing our sales. Also, we cannot predict the effects that global climate change may have on our business. In addition to changes in weather patterns, it might, for example, reduce the demand for construction, destroy forests (increasing the cost and reducing the availability of wood products used in construction), and increase the cost and reduce the availability of raw materials and energy. New laws and regulations related to global climate change may also increase our expenses or reduce our sales.

We are exposed to political, economic, and other risks that arise from operating a multinational business.

We have operations in North America, South America, Europe, Australia, and Asia. In the year ended December 31, 2015, our North America segment accounted for approximately 60% of net revenues, our Europe segment accounted for approximately 29% of net revenues, and our Australasia segment accounted for approximately 11% of our net revenues. Further, certain of our businesses obtain raw materials and finished goods from foreign suppliers. Accordingly, our business is subject to political, economic, and other risks that are inherent in operating in numerous countries.

These risks include:

•

the difficulty of enforcing agreements and collecting receivables through foreign legal systems;

•

trade protection measures and import or export licensing requirements;

•

the imposition of tariffs or other restrictions;

•

required compliance with a variety of foreign laws and regulations, including the application of foreign labor regulations;

•

tax rates in foreign countries and the imposition of withholding requirements on foreign earnings;

•

difficulty in staffing and managing widespread operations; and

•

changes in general economic and political conditions in countries where we operate, including as a result of the impact of the proposed exit of the United Kingdom from the European Union.

Our business success depends in part on our ability to anticipate and effectively manage these and other risks. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or ultimately on our global business, financial condition, and results of operations.

The vote by the United Kingdom mandating its withdrawal from the European Union could have a material adverse effect on our business, financial condition, and results of operations.

The recent referendum vote by the United Kingdom to exit the European Union, or “Brexit,” has created significant volatility in the global financial markets. The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last up to two years after the government of the United Kingdom formally initiates a withdrawal process. The effects of the United Kingdom’s withdrawal from the European Union on the global economy, and on our business in particular, will depend on agreements the United Kingdom makes to retain access to European Union markets both during a transitional period and more permanently. Brexit could impair the ability of our operations in the European Union to transact business in the future in the United Kingdom, as well as the ability of our U.K. operations to transact business in the future in the European Union. If the United Kingdom and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the United Kingdom and other European Union member states or among the European Economic Area overall could be diminished or eliminated.

Brexit is likely to continue to adversely affect European and worldwide economic conditions, and may contribute to greater instability in the global financial markets. Among other things, Brexit could reduce consumer spending in the United Kingdom and the European Union, which could result in decreased demand for our products. Similarly, housing sales and home values in the United Kingdom and in the European Union could be negatively impacted and Brexit could also influence foreign currency exchange rates. For the year ended December 31, 2015, we derived 5% of our net revenues from our operations in the United Kingdom, and we have moved our European headquarters to the United Kingdom. As a result, the effects of Brexit could inhibit the growth of our business and have a material adverse effect on our business, financial condition, and results of operations.

Exchange rate fluctuations may impact our business, financial condition, and results of operations.

Our operations expose us to both transaction and translation exchange rate risks. In the year ended December 31, 2015, 49% of our net revenues came from sales outside of the United States, and we anticipate that our operations outside of the United States will continue to represent a significant portion of our net revenues for the foreseeable future. In addition, the nature of our operations often requires that we incur expenses in currencies other than those in which we earn revenue. Because of the mismatch between revenues and expenses, we are exposed to significant currency exchange rate risk and we may not be successful in achieving balances in currencies throughout our operations. In addition, if the effective price of our products were to increase as a result of fluctuations in foreign currency exchange rates, demand for our products could decline, which could adversely affect our business, financial condition, and results of operations. Also, because our financial statements are presented in U.S. dollars, we must translate the financial statements of our foreign subsidiaries and affiliates into U.S. dollars at exchange rates in effect during or at the end of each reporting period, and increases or decreases in the value of the U.S. dollar against other major currencies will affect our reported financial results, including the amount of our outstanding indebtedness. Unfavorable exchange rates had a negative impact of 8% on our consolidated net revenues in the year ended December 31, 2015 as compared to the year ended December 31, 2014. We cannot assure you that fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, such as the Euro, the Australian dollar, the Canadian dollar, or the currencies of large developing countries, would not materially adversely affect our business, financial condition, and results of operations.

A disruption in our operations due to natural disasters or acts of war could have a material adverse effect on our business, financial condition, and results of operations.

We operate facilities worldwide. Many of our facilities are located in areas that are vulnerable to hurricanes, earthquakes, and other natural disasters. In the event that a hurricane, earthquake, natural disaster, fire, or other catastrophic event were to interrupt our operations for any extended period of time, it could delay shipment of merchandise to our customers, damage our reputation, or otherwise have a material adverse effect on our business, financial condition, and results of operations.

In addition, our operations may be interrupted by terrorist attacks or other acts of violence or war. These attacks may directly impact our suppliers’ or customers’ physical facilities. Furthermore, these attacks may make travel and the transportation of our supplies and products more difficult and more expensive and ultimately have a material adverse effect our business, financial condition, and results of operations. The United States has entered into armed conflicts, which could have an impact on our sales and our ability to deliver product to our customers. Political and economic instability in some regions of the world may also negatively impact the global economy and, therefore, our business. The consequences of any of these armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business or your investment. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the worldwide financial markets. They could also result in economic recessions. Any of these occurrences could have a material adverse effect on our business, financial condition, and results of operations.

Manufacturing realignments and cost savings programs may result in a decrease in our short-term earnings.

We continually review our manufacturing operations. Effects of periodic manufacturing realignments and cost savings programs have in the past and could in the future result in a decrease in our short-term earnings until the expected results are achieved. Such programs may include the consolidation, integration, and upgrading of facilities, functions, systems, and procedures. Such programs involve substantial planning, often require capital investments, and may result in charges for fixed asset impairments or obsolescence and substantial severance costs. We also cannot assure you we will achieve all of our cost savings. Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions. These estimates and assumptions are subject to significant economic, competitive, and other uncertainties, some of which are beyond

our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition, and results of operations could be materially and adversely affected.

We are highly dependent on information technology, the disruption of which could significantly impede our ability to do business.

Our operations depend on our network of information technology systems, which are vulnerable to damage from hardware failure, fire, power loss, telecommunications failure, and impacts of terrorism, natural disasters, or other disasters. We rely on our information technology systems to accurately maintain books and records, record transactions, provide information to management and prepare our financial statements. We may not have sufficient redundant operations to cover a loss or failure in a timely manner. Any damage to our information technology systems could cause interruptions to our operations that materially adversely affect our ability to meet customers’ requirements, resulting in an adverse impact to our business, financial condition, and results of operations. Periodically, these systems need to be expanded, updated, or upgraded as our business needs change. We may not be able to successfully implement changes in our information technology systems without experiencing difficulties, which could require significant financial and human resources. Moreover, our increasing dependence on technology may exacerbate this risk.

We anticipate implementing a new Enterprise Resource Planning system in the future as part of our ongoing technology and process improvements. If this new system proves ineffective, we may be unable to timely or accurately prepare financial reports, make payments to our suppliers and employees, or invoice and collect from our customers.

We anticipate implementing a new Enterprise Resource Planning, or “ERP”, system in the future as part of our ongoing technology and process improvements. This ERP system will provide a standardized method of accounting for, among other things, order entry and inventory and should enhance our ability to implement our strategic initiatives. Any delay in the implementation, or disruption in the upgrade, of this system could adversely affect our ability to timely and accurately report financial information, including the filing of our quarterly or annual reports with the SEC. Such delay or disruption could also impact our ability to timely or accurately make payments to our suppliers and employees, and could also inhibit our ability to invoice and collect from our customers. Data integrity problems or other issues may be discovered which, if not corrected, could impact our business or financial results. In addition, we may experience periodic or prolonged disruption of our financial functions arising out of this conversion, general use of such systems, other periodic upgrades or updates, or other external factors that are outside of our control. If we encounter unforeseen problems with our financial system or related systems and infrastructure, our business, operations, and financial systems could be adversely affected. We may also need to implement additional systems or transition to other new systems that require further expenditures in order to function effectively as a public company. There can be no assurance that our implementation of additional systems or transition to new systems will be successful, or that such implementation or transition will not present unforeseen costs or demands on our management.

Our systems and IT infrastructure may be subject to security breaches and other cyber security incidents.

We rely on the accuracy, capacity, and security of our IT systems, some of which are managed or hosted by third parties, and the sale of our products may involve the transmission and/or storage of data, including in certain instances customers’ business and personally identifiable information. Maintaining the security of computers, computer networks, and data storage resources is a critical issue for us and our customers, as security breaches could result in vulnerabilities and loss of and/or unauthorized access to confidential information. We may face attempts by experienced hackers, cybercriminals, or others with authorized access to our systems to misappropriate our proprietary information and technology, interrupt our business, and/or gain unauthorized access to confidential information. The reliability and security of our information technology infrastructure and software, and our ability to expand and continually update technologies in response to our changing needs is

critical to our business. To the extent that any disruptions or security breaches result in a loss or damage to our data, it could cause harm to our reputation or brand. This could lead some customers to stop purchasing our products and reduce or delay future purchases of our products or use competing products. In addition, we could face enforcement actions by U.S. states, the U.S. federal government, or foreign governments, which could result in fines, penalties, and/or other liabilities and which may cause us to incur legal fees and costs, and/or additional costs associated with responding to the cyberattack. Increased regulation regarding cyber security may increase our costs of compliance, including fines and penalties, as well as costs of cyber security audits. Any of these actions could materially adversely impact our business and results of operations. We do not currently have a specific insurance policy insuring us against losses caused by a cyberattack, however we are considering purchasing such a policy in the future.

We have invested in industry-appropriate protections and monitoring practices for our data and information technology to reduce these risks and continue to monitor our systems on an ongoing basis for any current or potential threats. While we have not experienced any material breaches in security in our recent history, there can be no assurance that our efforts will prevent breakdowns or breaches to databases or systems that could have a material adverse effect on our business, financial condition, and results of operations.

Increases in labor costs, potential labor disputes, and work stoppages at our facilities or the facilities of our suppliers could have a material adverse effect on our business, financial condition, and results of operations.

Our financial performance is affected by the availability of qualified personnel and the cost of labor. As of September 24, 2016, we had approximately 20,800 employees worldwide, including approximately 10,930 employees in the United States and Canada. Approximately 1,100, or 10%, of our employees in the United States and Canada are unionized workers, and the majority of our workforce in other countries belong to work councils or are otherwise subject to labor agreements. United States and Canadian employees represented by these unions are subject to collective bargaining agreements that are subject to periodic negotiation and renewal. If we are unable to enter into new, satisfactory labor agreements with our unionized employees upon expiration of their agreements, we could experience a significant disruption of our operations, which could cause us to be unable to deliver products to customers on a timely basis. Such disruptions could result in a loss of business and an increase in our operating expenses, which could reduce our net revenues and profit margins. In addition, our non-unionized labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs and increase the related risks that we now face.

We believe many of our direct and indirect suppliers also have unionized workforces. Strikes, work stoppages, or slowdowns experienced by suppliers could result in slowdowns or closures of facilities where components of our products are manufactured or delivered. Any interruption in the production or delivery of these components could reduce sales, increase costs, and have a material adverse effect on us.

Changes in building codes and standards (including ENERGY STAR standards) could increase the cost of our products, lower the demand for our windows and doors, or otherwise adversely affect our business.

Our products and markets are subject to extensive and complex local, state, federal, and foreign statutes, ordinances, rules, and regulations. These mandates, including building design and safety and construction standards and zoning requirements, affect the cost, selection, and quality requirements of building components like windows and doors.

These statutes, ordinances, rules, and regulations often provide broad discretion to governmental authorities as to the types and quality specifications of products used in new residential and non-residential construction and home renovations and improvement projects, and different governmental authorities can impose different standards. Compliance with these standards and changes in such statutes, ordinances, rules, and regulations may increase the costs of manufacturing our products or may reduce the demand for certain of our products in the affected geographical areas or product markets. Conversely, a decrease in product safety standards could reduce

demand for our more modern products if less expensive alternatives that did not meet higher standards became available for use in that market. All or any of these changes could have a material adverse effect on our business, financial condition, and results of operations.

In addition, in order for our products to obtain the “ENERGY STAR” label, they must meet certain requirements set by the U.S. Environmental Protection Agency, or “EPA”. Changes in the energy efficiency requirements established by the EPA for the ENERGY STAR label could increase our costs, and a lapse in our ability to label our products as such or to comply with the new standards, may have a material adverse effect on our business, financial condition, and results of operations.

Domestic and foreign governmental regulations applicable to general business operations could increase the costs of operating our business and adversely affect our business.

We are subject to a variety of regulations from U.S. federal, state, and local governments, as well as foreign governmental authorities, relating to wage requirements, employee benefits, and other workplace matters. Changes in local minimum or living wage requirements, rights of employees to unionize, healthcare regulations, and other requirements relating to employee benefits could increase our labor costs, which would in turn increase our cost of doing business. In addition, our international operations are subject to laws applicable to foreign operations, trade protection measures, foreign labor relations, differing intellectual property rights, other legal and regulatory constraints, and currency regulations of the countries or regions in which we currently operate or where we may operate in the future. These factors may restrict the sales of, or increase costs of, manufacturing and selling our products.

We may be subject to significant compliance costs as well as liabilities under environmental, health, and safety laws and regulations.

Our past and present operations, assets, and products are subject to extensive environmental laws and regulations at the federal, state, and local level worldwide. These laws regulate, among other things, air emissions, the discharge or release of materials into the environment, the handling and disposal of wastes, remediation of contaminated sites, worker health and safety, and the impact of products on human health and safety and the environment. Under certain of these laws, liability for contaminated property may be imposed on current or former owners or operators of the property or on parties that generated or arranged for waste sent to the property for disposal. Liability under these laws may be joint and several and may be imposed without regard to fault or the legality of the activity giving rise to the contamination. Notwithstanding our compliance efforts we may still face material liability, limitations on our operations, fines, or penalties for violations of environmental, health, and safety laws and regulations, including releases of regulated materials and contamination by us or previous occupants at our current or former properties or at offsite disposal locations we use.

The applicable environmental, health, and safety laws and regulations, and any changes to them or in their enforcement, may require us to make material expenditures with respect to ongoing compliance with or remediation under these laws and regulations or require that we modify our products or processes in a manner that increases our costs and/or reduces our profitability. For example, additional pollution control equipment, process changes, or other environmental control measures may be needed at some of our facilities to meet future requirements. In addition, discovery of currently unknown or unanticipated soil or groundwater conditions at our properties could result in significant liabilities and costs. Accordingly, we are unable to predict the exact future costs of compliance with or liability under environmental, health, and safety laws and regulations.

We may be subject to significant compliance costs with respect to legislative and regulatory proposals to restrict emissions of greenhouse gasses, or “GHGs”.

Various legislative, regulatory, and inter-governmental proposals to restrict emissions of greenhouse gasses, or GHGs, such as CO ₂ , are under consideration in governmental legislative bodies and regulators in the

jurisdictions where we operate. In particular, the EPA has proposed regulations to reduce GHG emissions from new and existing power plants. These regulations, commonly referred to as the Clean Power Plan, require states to develop strategies to reduce GHG emissions within the states that may include reductions at other sources in addition to electric utilities. Some of our manufacturing facilities operate boilers or other process equipment that emit GHGs. In addition, many nations, including jurisdictions in which we operate, have committed to limiting emissions of GHGs worldwide, most recently through an agreement reached in Paris in December 2015 at the 21 ^st Conference of the Parties to the United Nations Framework Convention on Climate Change. The Paris agreement sets out a new process for achieving global GHG reductions. Such regulatory and global initiatives may require us to modify our operating procedures or production levels, incur capital expenditures, change fuel sources, or take other actions that may adversely affect our financial results. However, given the high degree of uncertainty about the ultimate parameters of any such regulatory or global initiative, and because proposals like the Clean Power Plan are currently subject to legal challenges, we cannot predict at this time the ultimate impact of such initiatives on our operations or financial results.

A significant portion of our GHG emissions are from biomass-fired boilers. Biogenic CO ₂ is generally considered carbon neutral. In November 2014, the EPA released its Framework for Assessing Biogenic CO ₂ Emissions From Stationary Sources along with an accompanying memo that generally supports carbon neutrality for biomass combustion, but left open the possibility that it may not always be characterized as carbon neutral. This action leaves considerable uncertainty as to the future regulatory treatment of biogenic CO ₂ and the treatment of such GHG in the states in which we operate. The proposed Clean Power Plan also allows states to determine how biogenic CO ₂ will be characterized, so we could see state-to-state differences.

Certain of our purchased raw materials, including vinyl and resins derived from petroleum products, are also subject to significant regulation regarding production, processing, and sales. Increasing regulations to reduce GHG emissions are expected to increase energy costs, increase price volatility for petroleum, and reduce petroleum production levels, which in turn could impact the prices of those raw materials. In addition, laws and regulations relating to forestry practices limit the volume and manner of harvesting timber to mitigate environmental impacts such as deforestation, soil erosion, damage to riparian areas, and greenhouse gas levels. The extent of these regulations and related compliance costs has grown in recent years and will increase our materials costs and may increase other aspects of our production costs.

Changes to legislative and regulatory policies that currently promote home ownership may have a material adverse effect on our business, financial condition, and results of operations.

Our markets are also affected by legislative and regulatory policies, such as U.S. tax rules allowing for deductions of mortgage interest and the mandate of government-sponsored entities like Freddie Mac and Fannie Mae to promote home ownership through mortgage guarantees on certain types of home loans. In the United States, as part of a housing reform initiative, proposals have been made at the federal government level to reduce or abolish certain tax benefits relating to home ownership and to dismantle government-sponsored mortgage insurance agencies. Any change to those policies may adversely impact demand for our products and have a material adverse effect on our business, financial condition, and results of operations.

Lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials increases the risk of potential liability under anti-bribery or anti-fraud legislation, including the United States Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws and regulations.

We operate manufacturing facilities in 19 countries and sell our products in approximately 82 countries around the world. As a result of these international operations, we may enter from time to time into negotiations and contractual arrangements with parties affiliated with foreign governments and their officials in the ordinary course of business. In connection with these activities, we may be subject to anti-corruption laws in various jurisdictions, including the United States Foreign Corrupt Practices Act, or the FCPA, the U.K. Bribery Act and

other anti-bribery laws applicable to jurisdictions where we do business that prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business, or otherwise receiving discretionary favorable treatment of any kind, and require the maintenance of internal controls to prevent such payments. In particular, we may be held liable for actions taken by agents in foreign countries where we operate, even though such parties are not always subject to our control. We have established anti-bribery policies and procedures and offer several channels for raising concerns in an effort to comply with the laws and regulations applicable to us. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these laws and regulations in every transaction in which we may engage. Any determination that we have violated the FCPA or other anti-bribery laws (whether directly or through acts of others, intentionally or through inadvertence) could result in sanctions that could have a material adverse effect on our business, financial condition, and results of operations.

As we continue to expand our business globally, including through foreign acquisitions, we may have difficulty anticipating and effectively managing these and other risks that our international operations may face, which may adversely impact our business outside of the United States and our financial condition and results of operations. In addition, any acquisition of businesses with operations outside of the United States may exacerbate this risk.

We may be the subject of product liability claims or product recalls and we may not accurately estimate costs related to warranty claims. Expenses associated with product liability claims and lawsuits and related negative publicity or warranty claims in excess of our reserves could have a material adverse effect on our business, financial condition, and results of operations.

Our products are used in a wide variety of residential, non-residential, and architectural applications. We face the risk of exposure to product liability or other claims, including class action lawsuits, in the event our products are alleged to be defective or have resulted in harm to others or to property. We may in the future incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline materially. In addition, it may be necessary for us to recall defective products, which would also result in adverse publicity, as well as resulting in costs connected to the recall and loss of sales. We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liability not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations.

In addition, consistent with industry practice, we provide warranties on many of our products and we may experience costs associated with warranty claims if our products have defects in manufacture or design or they do not meet contractual specifications. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them. If warranty claims exceed our estimates, it may have a material adverse effect on our business, financial condition, and results of operations.

We may be unable to protect our intellectual property, and we may face claims of intellectual property infringement.

We rely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality agreements and other contractual commitments, to protect our intellectual property rights. However, these measures may not be adequate or sufficient. In addition, our competitors may develop similar technologies and know-how without violating our intellectual property rights. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The failure to obtain worldwide patent and trademark protection may result in other companies copying and marketing products based on our technologies or under brand or trade names similar to ours outside the jurisdictions in which we are protected. This could impede our growth in existing regions, create confusion among consumers, and result in a greater supply of similar products that could erode prices for our protected products.

Litigation may be necessary to protect our intellectual property rights. Intellectual property litigation can result in substantial costs, could distract our management, and could impinge upon other resources. Our failure to enforce and protect our intellectual property rights may cause us to lose brand recognition and result in a decrease in sales of our products.

Moreover, while we are not aware that any of our products or brands infringes upon the proprietary rights of others, third parties may make such claims in the future. Any infringement claims, regardless of merit, could be time-consuming and result in costly litigation or damages, undermine the exclusivity and value of our brands, decrease sales, or require us to enter into royalty or licensing agreements that may not be on acceptable terms and that could have a material adverse effect on our business, financial condition, and results of operations.

Our business will suffer if certain key officers or employees discontinue employment with us or if we are unable to recruit and retain highly skilled staff at a competitive cost.

The success of our business depends upon the skills, experience, and efforts of our key officers and employees. In recent years, we have hired a large number of key executives who have and will continue to be integral in the continuing transformation of our business. The loss of key personnel could have a material adverse effect on our business, financial condition, and results of operations. We do not maintain key-man life insurance policies on any members of management. Our business also depends on our ability to continue to recruit, train, and retain skilled employees, particularly skilled sales personnel. The loss of the services of any key personnel, or our inability to hire new personnel with the requisite skills, could impair our ability to develop new products or enhance existing products, sell products to our customers or manage our business effectively. Should we lose the services of any member of our senior management team, our board of directors would have to conduct a search for a qualified replacement. This search may be prolonged, and we may not be able to locate and hire a qualified replacement. A significant increase in the wages paid by competing employers could result in a reduction of our qualified labor force, increases in the wage rates that we must pay, or both.

Our pension plan obligations are currently underfunded, and we may have to make significant cash payments to these plans, which would reduce the cash available for our businesses.

While we have closed our U.S. pension plan to new participants and have frozen future benefit accruals for current participants, we continue to have unfunded obligations under that plan. The funded levels of our pension plan depend upon many factors, including returns on invested assets, certain market interest rates, and the discount rate used to determine pension obligations. The projected benefit obligation and unfunded liability included in our consolidated financial statements as of December 31, 2015 for our U.S. pension plan were approximately $392.5 million and $99.4 million, respectively. Unfavorable returns on the plan assets or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our operations. In addition, a decrease in the discount rate used to determine pension obligations could increase the estimated value of our pension obligations, which would affect the reported funding status of our pension plans and would require us to increase the amounts of future contributions. Additionally, we have foreign defined benefit plans, some of which continue to be open to new participants. As of December 31, 2015, our foreign defined benefit plans had unfunded pension liabilities of approximately $16.0 million.

Under the Employee Retirement Income Security Act of 1974, as amended, or ERISA, the U.S. Pension Benefit Guaranty Corporation, or the PBGC, also has the authority to terminate an underfunded tax-qualified U.S. pension plan under certain circumstances. In the event our tax-qualified U.S. pension plans were terminated by the PBGC, we could be liable to the PBGC for an amount that exceeds the underfunding disclosed in our consolidated financial statements. In addition, because our U.S. pension plan has unfunded obligations, if we have a substantial cessation of operations at a U.S. facility and, as a result of such cessation of operations an event under ERISA Section 4062(e) is triggered, additional liabilities that exceed the amounts disclosed in our

consolidated financial statements could arise, including an obligation for us to provide additional contributions or alternative security for a period of time after such an event occurs. Any such action could have a material adverse effect on our business, financial condition, and results of operations.

Changes in accounting standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment, impairment of goodwill and other intangible assets, inventories, lease obligations, self-insurance, tax matters, and litigation, are highly complex and involve many subjective assumptions, estimates, and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates, or judgments could significantly change our reported results.

Our pro forma financial information may not be representative of our future performance.

In preparing the unaudited pro forma consolidated financial information included in this prospectus, we have made adjustments to our historical financial information based upon currently available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the Share Recapitalization, the entry into the Tax Receivable Agreement, and our issuance of shares of common stock in this offering and use of proceeds thereof. The unaudited pro forma consolidated financial information included in this prospectus does not give effect to any events other than those described in the unaudited pro forma consolidated financial information. The estimates and assumptions used in the calculation of the unaudited pro forma consolidated financial information in this prospectus may be materially different from our actual experience.

Risks Relating to our Indebtedness

Our indebtedness could adversely affect our financial flexibility and our competitive position.

We are a highly leveraged company. As of September 24, 2016, we had $1,239.8 million of term loans outstanding under the Term Loan Facility and no revolving borrowings outstanding under the ABL Facility. After giving effect to $50.4 million of letters of credit outstanding under the ABL Facility, we had $211.3 million available for borrowing under the ABL Facility. As of September 24, 2016, we had AUD $34.0 million ($25.9 million) available and no borrowings outstanding under the Australia Senior Secured Credit Facility and €37.9 million ($42.4 million) available, after giving effect to €1.1 million ($1.3 million) of guarantees and letters of credit outstanding, and less than €0.1 million ($0.1 million) in borrowings outstanding under the Euro Revolving Facility. We borrowed an additional $375 million under the Term Loan Facility on November 1, 2016 and we used approximately $35 million in available cash and borrowings under the ABL Facility to fund the payments made in connection with the 2016 Dividend Transactions. Based on the amount of indebtedness outstanding on September 24, 2016, the interest rates in effect on such date, and assuming that all of the hedging agreements that became effective or are scheduled to become effective in 2016 were already in effect on January 1, 2016, we estimate our 2016 cash interest expense would be approximately $73.8 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Interest Rate Swaps” for a description of when our various hedging agreements become effective.

Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness and could have other material consequences, including:

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limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service, or other general corporate purposes;

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requiring us to use a substantial portion of our available cash flow to service our debt, which will reduce the amount of cash flow available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

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increasing our vulnerability to general economic downturns and adverse industry conditions;

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limiting our flexibility in planning for, or reacting to, changes in our business and in our industry in general;

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limiting our ability to invest in and develop new products;

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placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged, as we may be less capable of responding to adverse economic conditions, general economic downturns, and adverse industry conditions;

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restricting the way we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;

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increasing the risk of our failing to satisfy our obligations with respect to borrowings outstanding under our Credit Facilities and/or being able to comply with the financial and operating covenants contained in our debt instruments, which could result in an event of default under the credit agreements governing our Credit Facilities and the agreements governing our other debt that, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations; and

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increasing our cost of borrowing.

The credit agreements governing our Credit Facilities impose significant operating and financial restrictions on us that may prevent us from capitalizing on business opportunities.

The credit agreements governing our Credit Facilities impose significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:

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incur additional indebtedness;

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make certain loans or investments or restricted payments, including dividends to our stockholders;

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repurchase or redeem capital stock;

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engage in transactions with affiliates;

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sell certain assets (including stock of subsidiaries) or merge with or into other companies;

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guarantee indebtedness; and

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create or incur liens.

Under the terms of the ABL Facility, we will at times be required to comply with a specified fixed charge coverage ratio when the amount of certain unrestricted cash balances of the U.S. and Canadian loan parties plus the amount available for borrowing by the U.S. borrowers and Canadian borrowers is less than a specified amount. The Australia Senior Secured Credit Facility and the Euro Revolving Facility also contain financial maintenance covenants. Our ability to meet the specified covenants could be affected by events beyond our control, and our failure to meet these covenants will result in an event of default as defined in the applicable facility.

In addition, our ability to borrow under the ABL Facility is limited by the amount of the borrowing base applicable to U.S. dollar and Canadian dollar borrowings. Any negative impact on the elements of our borrowing base, such as eligible accounts receivable and inventory, will reduce our borrowing capacity under the ABL Facility. Moreover, the ABL Facility provides discretion to the agent bank acting on behalf of the lenders to impose additional requirements on what accounts receivable and inventory may be counted towards the borrowing base availability and to impose other reserves, which could materially impair the amount of borrowings that would otherwise be available to us. There can be no assurance that the agent bank will not impose such reserves or, were it to do so, that the resulting impact of this action would not materially and adversely impair our liquidity.

As a result of these covenants and restrictions, we are limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities or engage in other activities that may be in our long-term best interests. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, we may be unable to obtain waivers from the lenders or amend the covenants.

Our failure to comply with the credit agreements governing our Credit Facilities, including as a result of events beyond our control, could trigger events of default and acceleration of our indebtedness. Defaults under our debt agreements could have a material adverse effect on our business, financial condition, and results of operations.

If there were an event of default under the credit agreements governing our Credit Facilities, or other indebtedness that we may incur, the holders of the defaulted indebtedness could cause all amounts outstanding with respect to that indebtedness to be immediately due and payable. It is likely that our cash flows would not be sufficient to fully repay borrowings under our Credit Facilities, if accelerated upon an event of default. If we are unable to repay, refinance, or restructure our secured debt, the holders of such indebtedness may proceed against the collateral securing that indebtedness.

Furthermore, any event of default or declaration of acceleration under one debt instrument may also result in an event of default under one or more of our other debt instruments. In exacerbated or prolonged circumstances, one or more of these events could result in our bankruptcy or liquidation. Accordingly, any default by us on our debt could have a material adverse effect on our business, financial condition, and results of operations.

We require a significant amount of liquidity to fund our operations, and borrowing has increased our vulnerability to negative unforeseen events.

Our liquidity needs vary throughout the year. If our business experiences materially negative unforeseen events, we may be unable to generate sufficient cash flow from operations to fund our needs or maintain sufficient liquidity to operate and remain in compliance with our debt covenants, which could result in reduced or delayed purchases of raw materials, planned capital expenditures and other investments and adversely affect our financial condition or results of operations. Our ability to borrow under the ABL Facility may be limited due to decreases in the borrowing base as described above.

Despite our current debt levels, we may incur substantially more indebtedness. This could further exacerbate the risks associated with our substantial leverage.

We may incur substantial additional indebtedness in the future. Although the covenants under the credit agreements governing our Credit Facilities provide certain restrictions on our ability to incur additional debt, the terms of such credit agreements permit us to incur significant additional indebtedness. To the extent that we incur additional indebtedness, the risk associated with our substantial indebtedness described above, including our possible inability to service our indebtedness, will increase.

Risks Related to this Offering and Ownership of Our Common Stock

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity to sell our common stock at prices equal to or greater than the price you paid in this offering.

Prior to this offering, there has not been a public market for our common stock. Although we intend to apply to list our common stock on the New York Stock Exchange, if an active trading market for our common stock does not develop following this offering, you may not be able to sell your shares quickly or above the initial

public offering price. The initial public offering price for the shares will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market, and the value of our common stock may decrease from the initial public offering price.

The market price of our common stock may be highly volatile, and you may not be able to resell your shares at or above the initial public offering price.

The trading price of our common stock could be volatile, and you can lose all or part of your investment. The following factors, in addition to other factors described in this “Risk Factors” section and elsewhere in this prospectus, may have a significant impact on the market price of our common stock:

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negative trends in global economic conditions and/or activity levels in our end markets;

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increases in interest rates used to finance home construction and improvements;

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our ability to compete effectively against our competitors;

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changes in consumer needs, expectations, or trends;

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our ability to maintain our relationships with key customers;

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our ability to implement our business strategy;

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our ability to complete and integrate new acquisitions;

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variations in the prices of raw materials used to manufacture our products;

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adverse changes in building codes and standards or governmental regulations applicable to general business operations;

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product liability claims or product recalls;

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any legal actions in which we may become involved, including disputes relating to our intellectual property;

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our ability to recruit and retain highly skilled staff;

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actual or anticipated fluctuations in our quarterly or annual operating results;

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trading volume of our common stock;

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sales of our common stock by us, our executive officers and directors, or our stockholders (including certain affiliates of Onex) in the future; and

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general economic and market conditions and overall fluctuations in the U.S. equity markets.

In addition, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly. Furthermore, the stock market has experienced extreme volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particular companies.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

Because Onex controls the majority of our common stock, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our common stock.

Upon completion of this offering, Onex will beneficially own approximately shares of our common stock representing % of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares in full). Accordingly, for so long as Onex continues to hold the majority of our common stock, Onex will be able to influence or control matters requiring approval by our stockholders and/or our board of directors, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and may materially and adversely affect the market price of our common stock. In addition, Onex may in the future own businesses that directly compete with ours. Further, for so long as Onex owns at least 5% of our outstanding common stock (calculated on an as-converted, fully diluted basis), Onex has the right to purchase its pro rata portion of the primary shares offered in any future public offering. This right could result in Onex continuing to maintain its majority ownership of our common stock. See “Prospectus Summary—Our Sponsor” and “Certain Relationships and Related Party Transactions”.

Our directors who have relationships with Onex may have conflicts of interest with respect to matters involving our Company.

Following this offering, two of our ten directors will be affiliated with Onex. These persons will have fiduciary duties to both us and Onex. As a result, they may have real or apparent conflicts of interest on matters affecting both us and Onex, which in some circumstances may have interests adverse to ours. Onex is in the business of making or advising on investments in companies and may hold, and may from time to time in the future acquire, interests in, or provide advice to, businesses that directly or indirectly compete with certain portions of our business or that are suppliers or customers of ours. In addition, as a result of Onex’ ownership interest, conflicts of interest could arise with respect to transactions involving business dealings between us and Onex including potential acquisitions of businesses or properties, the issuance of additional securities, the payment of dividends by us, and other matters.

In addition, as described below under “Description of Capital Stock”, our amended and restated certificate of incorporation will provide that the doctrine of “corporate opportunity” will not apply with respect to us, to Onex or certain related parties or any of our directors who are employees of Onex or its affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our customers. To the extent they invest in such other businesses, Onex may have differing interests than our other stockholders.

We are a “controlled company” within the meaning of the rules of the New York Stock Exchange and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Following the consummation of this offering, we expect that Onex will continue to own the majority of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. A company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” within the meaning of the rules of the New York Stock Exchange and may elect not to comply with certain corporate governance requirements of the New York Stock Exchange, including:

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the requirement that a majority of our board consist of independent directors;

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the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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the requirement for an annual performance evaluation of the governance and nominating committee and compensation committee.

Following this offering, we intend to rely on all of the exemptions listed above. Accordingly, we will not have a majority of independent directors and our governance and nominating and compensation committees will not consist entirely of independent directors. The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the New York Stock Exchange.

In addition, on June 20, 2012, the SEC adopted Rule 10C-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to implement provisions of the Dodd-Frank Act pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee. The national securities exchanges have since adopted amendments to their existing listing standards to comply with provisions of Rule 10C-1, and on January 11, 2013, the SEC approved such amendments. The amended listing standards require, among others, that

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compensation committees be composed of fully independent directors, as determined pursuant to new and existing independence requirements;

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compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel and other committee advisers; and

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compensation committees are required to consider, when engaging compensation consultants, legal counsel or other advisers, certain independence factors, including factors that examine the relationship between the consultant or adviser’s employer and us.

As a “controlled company”, we will not be subject to these compensation committee independence requirements.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and the New York Stock Exchange, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will be subject to the reporting requirements of the Exchange Act and the corporate governance standards of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the and SEC rules and requirements. As a result, we will incur significant legal, regulatory, accounting, investor relations, and other costs that we did not incur as a private company. These requirements may also place a strain on our management, systems, and resources. The Exchange Act requires us to file annual, quarterly, and current reports with respect to our business and financial condition within specified time periods and to prepare proxy statements with respect to our annual meeting of shareholders. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. The New York Stock Exchange will require that we comply with various corporate governance requirements. To maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting and comply with the Exchange Act and New York Stock Exchange requirements, significant resources and management oversight will be required. As a public company we will be required to:

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create or expand the roles and duties of our board of directors and committees of the board;

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institute more formal comprehensive financial reporting and disclosure compliance functions;

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supplement our internal accounting and auditing function;

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enhance and formalize closing procedures for our accounting periods;

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enhance our investor relations function;

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establish new or enhanced internal policies, including those relating to disclosure controls and procedures; and

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involve and retain to a greater degree outside counsel and accountants in the activities listed above.

These activities may divert management’s attention from revenue producing activities to management and administrative oversight. Any of the foregoing could have a material adverse effect on us and the price of our common stock. In addition, failure to comply with any laws or regulations applicable to us as a public company may result in legal proceedings and/or regulatory investigations.

Material weaknesses in our internal control over financial reporting or our failure to remediate such material weaknesses could result in a violation of Section 404 of the Sarbanes-Oxley Act, or in a material misstatement in our financial statements not being prevented or detected, and could affect investor confidence in the accuracy and completeness of our financial statements, as well as our common stock price.

After this offering, we will be required to comply with Section 404 of the Sarbanes-Oxley Act. Though we will be required to disclose changes made in our internal control over financial reporting on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act (including an auditor attestation on management’s internal controls report) until our second annual report on Form 10-K is filed with the SEC. If we fail to abide by the requirements of Section 404 at the time of our second annual report on Form 10-K, regulatory authorities, such as the SEC, might subject us to sanctions or investigation, and our independent registered public accounting firm may not be able to certify as to the effectiveness of our internal control over financial reporting pursuant to an audit of our controls. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Accordingly, our internal control over financial reporting may not prevent or detect misstatements because of their inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.

During the preparation of our December 31, 2015 financial statements, we identified material weaknesses in our internal control over financial reporting. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. During 2015, we restructured how we manage our Europe business, which led to turnover in the accounting staff of our Europe operations. In addition, our tax department had significant turnover during 2015, leaving the department with recently hired personnel who were unfamiliar with our year-end closing process, which resulted in our tax department being unable to complete its standard fiscal year close work in a timely manner. As a result, our staff did not have adequate time to properly review the information provided to our registered public accounting firm as part of the audit. Our registered public accounting firm identified numerous errors in the schedules and disclosures provided to them during the audit process. While such errors were rectified prior to the completion of the 2015 audit, and there were no material misstatements identified in our disclosures or financial statements subsequent to year-end, management and our registered public accounting firm determined that (i) we did not operate controls to monitor the accuracy of income tax expense and related balance sheet accounts, including deferred income taxes, and (ii) we failed to operate controls to monitor the presentation and disclosure of income taxes. As a result of these material weaknesses, management determined that the ineffective controls over income tax accounting constituted material weaknesses and has begun the remediation process.

While we continue to address these material weaknesses and to strengthen our overall internal control over financial reporting, we may discover other material weaknesses going forward that could result in inaccurate reporting of our financial condition or results of operations. In addition, neither our management nor any independent registered public accounting firm has ever performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has

been required. Had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified. Inadequate internal control over financial reporting may cause investors to lose confidence in our reported financial information. Any loss of confidence in the reliability of our financial statements or other negative reaction to our failure to develop timely or adequate disclosure controls and procedures or internal controls could result in a decline in the price of our common stock and may restrict access to the capital markets and may adversely affect the price of our common stock.

Investors purchasing common stock in this offering will experience immediate and substantial dilution.

If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the book value of your stock, because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. The net tangible deficit per share, calculated as of September 24, 2016 and after giving effect to the offering (assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus), is $ . Accordingly, investors purchasing common stock in this offering will experience immediate and substantial dilution of $ per share. In addition, we have outstanding options to acquire common stock at prices significantly below the initial public offering price, and when these outstanding options are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their option to purchase additional shares, or if we issue additional equity securities in the future, investors purchasing common stock in this offering will experience additional dilution. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the purchase price paid in this offering in the event of liquidation. For more information, see “Dilution”.

Sales, or the potential sales, of shares of our common stock in the public market by us or our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market after this offering could materially adversely affect the prevailing market price of our common stock. Upon completion of this offering, we will have shares of common stock outstanding. Of these securities, the shares of common stock offered pursuant to this offering will be freely tradable without restriction or further registration under federal securities laws, except to the extent shares are purchased in the offering by our affiliates. The shares of common stock owned by our officers, directors, and affiliates, as that term is defined in the Securities Act of 1933, as amended, or the Securities Act, are “restricted securities” under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

In connection with this offering, we, each of our directors and executive officers, and Onex have entered into lock-up agreements that prevent the sale of shares of our common stock for up to 180 days after the date of this prospectus, subject to waiver by Barclays Capital Inc. and Citigroup Global Markets Inc. Following the expiration of the lock-up period, Onex will have the right, subject to certain conditions, to require us to register the sale of these shares under the federal securities laws. If this right is exercised, holders of all shares subject to a registration rights agreement will be entitled to participate in such registration. By exercising their registration rights, and selling a large number of shares, these holders could cause the prevailing market price of our common stock to decline. Approximately shares of our common stock will be subject to a registration rights agreement upon completion of this offering. See “Shares Eligible For Future Sale”. In addition, shares issued or issuable upon exercise of options will be eligible for sale from time to time.

If a trading market develops for our common stock, our employees, officers, and directors may elect to sell shares of our common stock in the market. Sales of a substantial number of shares of our common stock in the public market after this offering could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

The ESOP was designed as a tax-qualified retirement plan and employee stock ownership plan under the Code. Under this plan, participants whose employment with us or our subsidiaries is terminated are entitled to receive distributions of accounts held under the ESOP at specified times and in specified forms. In order to fund cash distributions, the ESOP may sell shares of our common stock from time to time. In the years ended December 31, 2015, 2014, and 2013, the ESOP sold approximately $12.1 million, $14.8 million, and $16.1 million, respectively, of our common stock to fund required distributions.

In the future, we may issue securities to raise cash for acquisitions or otherwise. We may also acquire interests in other companies by using a combination of cash and our common stock or just our common stock. We may also issue securities convertible into our common stock. Any of these events may dilute your ownership interest in our company and have an adverse impact on the price of our common stock.

Our management will have broad discretion in the use of the net proceeds from this offering and may allocate the net proceeds from this offering in ways that you and other stockholders may not approve.

Our management will have broad discretion in the use of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds”, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. We intend to use the net proceeds from this offering for general corporate purposes. We may fail to use these funds effectively to yield a significant return, or any return, on any investment of these net proceeds and we cannot assure you that the proceeds will be used in a manner which you and the other investors in this offering would approve. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing instruments and U.S. government securities. These investments may not yield a favorable return to our stockholders.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our stock, our stock price and trading volume could decline .

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, our stock price could decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Because we do not intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock for any return on their investment .

We currently anticipate that we will retain future earnings for the development, operation, and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the terms of our Credit Facilities and any future debt agreements may preclude us from paying dividends. As a result, we expect that only appreciation of the price of our common stock, if any, will provide a return to investors in this offering for the foreseeable future.

We will be required to pay our Pre-IPO Shareholders for certain tax benefits to the extent realized by us (or deemed realized by us in the case of a change of control, certain divestitures or certain other events), which amounts are expected to be material and, in some instances, may exceed, and/or be payable in advance of, the tax benefits actually realized by us.

amount of tax benefits, if any, that we actually realize (or in certain circumstances are deemed to realize) as a result of (i) the Pre-IPO Tax Attributes and (ii) certain tax benefits attributable to payments made under the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are obligations of JWHI and not obligations of any of our subsidiaries. The timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of our income in the future, and our utilization of the Pre-IPO Tax Attributes. Limitations to the use of the Pre-IPO Tax Attributes may apply, including, for example, limitations on the use of net operating losses under Section 382 of the Code.

Following this offering, we expect to use cash and borrowings under our revolving credit facilities to fund any payments that we will be required to make under the Tax Receivable Agreement. We expect that such payments could be material. Assuming no material changes in the relevant tax law, no changes to current limitations on our ability to utilize our net operating losses under Section 382 of the Code, and that we earn sufficient income to actually realize the full benefits of the Pre-IPO Tax Attributes, we would expect that future payments under the Tax Receivable Agreement will be approximately $ in the aggregate. The exact amount of future payments under the Tax Receivable Agreement in any given year will depend on, among other things, the amount of income earned by us in such year, and the jurisdiction in which such income is earned. For example, assuming no material changes in the relevant tax law and no changes to current limitations on our ability to utilize our net operating losses under Section 382 of the Code, we will be obligated to make payments under the Tax Receivable Agreement of approximately $3.3 million for every $10 million of U.S. federal taxable income earned by us (without regard to the Pre-IPO Tax Attributes or other tax attributes subject to the Tax Receivable Agreement) that is offset by U.S. federal net operating losses that are Pre-IPO Tax Attributes. However, the amount of payments that we will owe under the Tax Receivable Agreement with respect to state and foreign taxes will vary depending on, among other things, the tax rate in those jurisdictions and the amount of income earned by us in those jurisdictions.

A foreign subsidiary may pay a dividend to us in order to fund amounts owed under the Tax Receivable Agreement. Dividends that we receive from a subsidiary that is not a member of our consolidated group for U.S. federal income tax purposes may be taxable to us, although our obligations under the Tax Receivable Agreement would be reduced by any resulting cash tax liabilities. In addition, certain transactions could cause us to recognize taxable income (possibly material amounts of income) without a current receipt of cash. Payments under the Tax Receivable Agreement arising from the use of Pre-IPO Tax Attributes to offset such taxable income would cause a net reduction in our available cash. For example, transactions giving rise to cancellation of debt income, the accrual of income from original issue discount or deferred payments, a “triggering event” requiring the recapture of dual consolidated losses, or “Subpart F” income would each produce income with no corresponding increase in cash. In these cases, we may use some of the Pre-IPO Tax Attributes to offset income from these transactions and, under the Tax Receivable Agreement, would be required to make a payment to our Pre-IPO Shareholders even though we receive no cash from such income.

In addition, the Tax Receivable Agreement provides that upon certain mergers, stock and asset sales, other forms of business combinations or other changes of control subsequent to this offering, the Tax Receivable Agreement will terminate and we will be required to make a payment equal to the present value (at a discount rate of LIBOR plus 1.00%) of anticipated future payments under the Tax Receivable Agreement, which payment would be based on certain assumptions, including those relating to our and our subsidiaries’ future taxable income, and may therefore significantly exceed the actual tax benefits we ultimately realize from our Pre-IPO Tax Attributes and those of our subsidiaries. We will have a similar obligation to make a present value accelerated payment based on certain assumptions if we dispose of certain subsidiaries, if we breach any of our material obligations under the Tax Receivable Agreement, or in certain cases, if we substantially utilize our applicable U.S. federal net operating losses, if we exercise our right to accelerate our payment and other obligations with respect to a Pre-IPO Shareholder, or upon certain payments on the fifth anniversary of this offering to Award Holders, each of which also may result in a payment significantly in excess of the actual tax benefits we ultimately realize from our Pre-IPO Tax Attributes and those of our subsidiaries. In these situations,

our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of our Pre-IPO Tax Attributes. Additionally, under the terms of the Tax Receivable Agreement, a Pre-IPO Shareholder cannot assign its rights under the agreement without our consent, except that the ESOP may assign all or any portion of its rights under the agreement to the beneficiaries of the ESOP or to any trust or entity owned by the ESOP or the beneficiaries of the ESOP without our consent.

The Pre-IPO Shareholders will not reimburse us for any payments previously made under the Tax Receivable Agreement if the benefits of any Pre-IPO Tax Attributes are subsequently disallowed (although future payments, if any, would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of our cash tax savings. To the extent that we are unable to make timely payments under the Tax Receivable Agreement without violating the covenants in our outstanding indebtedness, such payments will be deferred and will accrue interest at a rate of LIBOR plus 3.00% per annum until paid. We will agree under the Tax Receivable Agreement not to incur, and not to permit any of our subsidiaries to incur, any new restrictions that would limit our ability to make payments under such agreement or the ability of our subsidiaries to make payments to us for that purpose. This restriction could make it more difficult or costly for us to refinance our outstanding indebtedness.

While we have performed an analysis under Section 382 of the Code that indicates that this offering and the related transactions should not constitute an “ownership change” as defined in Section 382 of the Code, the technical guidelines in this area are complex and subject to significant judgment and interpretation and the IRS may disagree with our conclusion. With this offering, the related Share Recapitalization, and other transactions affecting the ownership of our stock (of which we may not be aware) that have occurred over the past three years, we may have already triggered an “ownership change” that would result in a limitation on our ability to use the pre-change net operating loss carryforwards to offset U.S. federal taxable income. If that were the case, payments could be made under the Tax Receivable Agreement in excess of our cash tax savings.

If we did not enter into the Tax Receivable Agreement, we would be entitled to realize and retain the full economic benefit of the Pre-IPO Tax Attributes. The Tax Receivable Agreement is designed with the objective of causing our annual cash costs attributable to federal income taxes (without regard to our continuing 15% interest in the Pre-IPO Tax Attributes) to be the same as we would have paid had we not had the Pre-IPO Tax Attributes available to offset our federal taxable income. As a result, stockholders purchasing shares in this offering will not be entitled to the economic benefit of the Pre-IPO Tax Attributes (except to the extent of our continuing 15% interest in the Pre-IPO Tax Attributes).

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement”.

Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective following the closing of this offering, as well as provisions of the Delaware General Corporation Law, or DGCL, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

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divide our board of directors into three classes with staggered three-year terms;

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limit the ability of stockholders to remove directors only “for cause” if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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provide that our board of directors is expressly authorized to adopt, alter, or repeal our bylaws;

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authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt;

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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders, if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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prohibit our stockholders from calling a special meeting of stockholders if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

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require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend our bylaws and certain provisions of our certificate of incorporation if Onex ceases to own more than 50% of the voting power of all our outstanding common stock.

In addition, we expect to opt out of Section 203 of the DGCL, which, subject to some exceptions, prohibits business combinations between a Delaware corporation and an interested stockholder, which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that the stockholder became an interested stockholder. At some time in the future, we may again be governed by Section 203. Section 203 could have the effect of delaying, deferring or preventing a change in control that our stockholders might consider to be in their best interests. See “Description of Capital Stock”.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, unless we consent to an alternative forum, that the Court of Chancery of the State of Delaware shall be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries and we could be harmed if such distributions were not made in the future.

We are a holding company that conducts all of our operations through subsidiaries and the majority of our operating income is derived from our subsidiary JWI, our main operating subsidiary. Consequently, we rely on dividends or advances from our subsidiaries. We do not currently expect to declare or pay dividends on our common stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. The ability of such subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness. Such laws and restrictions would restrict our ability to continue operations. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “predict”, “seek”, or “should”, or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this prospectus under the headings “Prospectus Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Business” are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings “Prospectus Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Business”, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

•

negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;

•

our highly competitive business environment;

•

failure to timely identify or effectively respond to consumer needs, expectations or trends;

•

failure to maintain the performance, reliability, quality, and service standards required by our customers;

•

failure to implement our strategic initiatives, including JEM;

•

acquisitions or investments in other businesses that may not be successful;

•

declines in our relationships with and/or consolidation of our key customers;

•

increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;

•

fluctuations in the prices of raw materials used to manufacture our products;

•

delays or interruptions in the delivery of raw materials or finished goods;

•

seasonal business and varying revenue and profit;

•

changes in weather patterns;

•

political, economic, and other risks that arise from operating a multinational business;

•

exchange rate fluctuations;

•

disruptions in our operations;

•

manufacturing realignments and cost savings programs resulting in a decrease in short-term earnings;

•

our new Enterprise Resource Planning system that we anticipate implementing in the future proving ineffective;

•

security breaches and other cyber security incidents;

•

increases in labor costs, potential labor disputes, and work stoppages at our facilities;

•

changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;

•

compliance costs and liabilities under environmental, health, and safety laws and regulations;

•

compliance costs with respect to legislative and regulatory proposals to restrict emission of greenhouse gasses;

•

lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;

•

product liability claims, product recalls, or warranty claims;

•

inability to protect our intellectual property;

•

loss of key officers or employees;

•

underfunded pension plan obligations;

•

our current level of indebtedness;

•

risks associated with the material weakness that has been identified;

•

risks associated with payments to be made to Pre-IPO Shareholders pursuant to the Tax Receivable Agreement;

•

Onex’ control of us; and

•

other risks and uncertainties, including those listed under “Risk Factors”.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition, and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares of common stock in this offering will be approximately $ million, based on the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares of common stock from us is exercised in full, we estimate that we will receive additional net proceeds of approximately $ million.

The principal purposes of this offering are to repay indebtedness as described below, increase our capitalization and financial flexibility, create a public market for our common stock, enable access to the public equity markets for us and our stockholders, and increase our visibility in the marketplace. We intend to use the net proceeds that we receive from this offering to repay approximately $ million of indebtedness outstanding under our Term Loan Facility and approximately $ million of indebtedness outstanding under our ABL Facility. We will use any remaining net proceeds for working capital and other general corporate purposes, including sales and marketing activities, general and administrative matters, and capital expenditures. We may also use a portion of the net proceeds to invest in or acquire complementary businesses, products, services, technologies, or other assets. We will have broad discretion in using these proceeds. Pending their use as described above, we plan to invest the net proceeds in short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

In November 2016, we borrowed $375 million under our Term Loan Facility and $ million under our ABL Facility. We used the proceeds thereof to make payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs, as well as to pay related fees and expenses. As of November 1, 2016, our Term Loan Facility bore interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.75% and our ABL Facility bore interest at LIBOR plus a margin of 1.50%. The Term Loan Facility matures on July 1, 2022 and the ABL Facility matures on October 15, 2019.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share of common stock, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming an initial public offering price of $ per share of common stock, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

DIVIDEND POLICY

In July 2015, we paid an aggregate cash dividend of approximately $84.5 million to holders of our outstanding common stock, approximately $0.4 million to holders of record of our outstanding Class B-1 Common Stock and an aggregate cash dividend of approximately $335.2 million to holders of our outstanding Series A Convertible Preferred Stock. The payment to holders of our Series A Convertible Preferred Stock represented payment for (i) preferred dividends accrued from January 1, 2015 through July 31, 2015 and (ii) a dividend on an as-if-converted-to-common basis based on the original principal amount of the Series A Convertible Preferred Stock investment plus preferred dividends accrued through December 31, 2014.

In November 2016, we paid an aggregate cash dividend of approximately $73.8 million to holders of our outstanding common stock, approximately $306.7 million to holders of our outstanding Series A Convertible Preferred Stock, and approximately $0.9 million to holders of our outstanding Class B-1 Common Stock. The payment to holders of our outstanding Series A Convertible Preferred Stock represented payment for (i) preferred dividends accrued from May 31, 2016 through November 1, 2016 and (ii) a dividend on an as-if-converted-to-common basis based on the original principal amount of the Series A Convertible Preferred Stock investment plus preferred dividends accrued through December 31, 2015. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Corporate Credit Facilities” for a discussion of these dividends and other payments made on the dates specified above.

We have not declared or paid any other cash dividend on our common stock and we do not currently expect to pay any further cash dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business and the repayment of debt. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant.

The terms of our Corporate Credit Facilities were amended in July 2015 and November 2016 to permit the cash dividends described above, but the covenants of our existing or future indebtedness may limit our ability to further pay dividends and make distributions to our stockholders. Our business is conducted through our subsidiaries and dividends from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations, and pay any dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries (which distributions may be restricted by the terms of our Credit Facilities). See “Description of Certain Indebtedness”.

CAPITALIZATION

The following table sets forth our cash and our consolidated capitalization as of September 24, 2016:

•

on an actual basis;

•

on a pro forma basis giving effect to the 2016 Dividend Transactions and Share Recapitalization; and

•

on a pro forma basis as further adjusted to give effect to our entry into the Tax Receivable Agreement, our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the repayment of $ million of indebtedness outstanding under our Term Loan Facility with a portion of the net proceeds of this offering.

The pro forma and pro forma as adjusted columns do not give effect to the approximately $3 million amortization payment under the Term Loan Facility made on September 30, 2016.

You should read the data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes included elsewhere in this prospectus.


	As of September 24, 2016
	Actual			Pro Forma		Pro Forma As Adjusted ⁽¹⁾
	(dollars in this table and the footnotes below in thousands, except share and per share data)
Cash and cash equivalents	$	65,357		$		$

Debt:
Revolving Credit Facility due 2019	$	15,000		$		$
Euro Revolving Facility due 2019		—			—
Australia Senior Secured Credit Facility due 2019		—			—
Initial Term Loans due 2021		757,793			—
Incremental Term Loans due 2022		474,429			—
Amended Term Loans due 2022		—			1,598,140
Other items ⁽²⁾		24,965

Total debt	$	1,272,187		$		$
Liability to Pre-IPO Shareholders		—
Series A Convertible Preferred Stock, par value $0.01 per share; 8,749,999 shares authorized, issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted ⁽³⁾		458,236			—
Stockholders’ equity:
Common Stock, par value $0.01 per share; 22,379,800 shares authorized, 1,622,042 shares issued and outstanding actual, shares authorized, shares issued and outstanding pro forma and shares authorized, shares issued and outstanding pro forma as adjusted		16
Class B-1 Common Stock, par value $0.01 per share; 430,200 shares authorized, 11,467 shares issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted		—			—
Series B Preferred Stock, par value $0.01 per share; 1 share authorized, 1 share issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted		—			—
Additional paid-in capital		104,225
Accumulated deficit		(30,436	)
Accumulated other comprehensive loss		(153,800	)

Total stockholders’ deficit		(79,995	)

Total capitalization	$	1,650,428		$		$

(1)

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total stockholders’ equity and total capitalization by approximately $ million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total stockholders’ equity, and total capitalization by approximately $ million, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(2)	Consists of other debt of $41,073 and unamortized debt costs of $(16,108).

(3)

Consists of: (i) 2,922,634 shares of Series A-1 Convertible Preferred Stock, par value $0.01 per share, 2,922,634 shares authorized, issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted; (ii) 208,760 shares of Series A-2 Convertible Preferred Stock, par value $0.01 per share, 208,760 shares authorized, issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted; and (iii) 843,132 shares of Series A-3 Convertible Preferred Stock, par value $0.01 per share, 843,132 shares authorized, issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted.

DILUTION

If you purchase any of the shares of common stock offered by this prospectus, you will experience dilution to the extent of the difference between the offering price per share of common stock that you pay in this offering and the net tangible book value per share of our common stock immediately after this offering.

Our net tangible book value (deficit) as of September 24, 2016 was $ , or $ per share of common stock. Net tangible book value (deficit) per share is determined by dividing our net tangible book value (deficit), which is total tangible assets less total liabilities, by the aggregate number of shares of common stock outstanding. Tangible assets represent total assets excluding goodwill and other intangible assets. Dilution in net tangible book value (deficit) per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately afterwards.

After giving effect to (i) the Share Recapitalization and (ii) our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, our pro forma as adjusted net tangible book value at September 24, 2016 would have been approximately $ , or $ per share of our common stock. This represents an immediate increase in net tangible book value (deficit) of $ per share to our existing stockholders and an immediate dilution of $ per share to new investors purchasing shares of common stock in this offering. The following table illustrates this dilution on a per share basis:

The following tables illustrate this dilution on a per share basis:


Assumed initial public offering price per share		$
Historical net tangible book value (deficit) per share, after the Share Recapitalization	$

Increase per share attributable to this offering
Pro forma net tangible book value (deficit) per share after this offering

Dilution per share to new investors		$

Each $1.00 increase (decrease) in the assumed initial offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would affect our net tangible book value after this offering by approximately $ , the net tangible book value per share after this offering by $ per share, and the dilution per common share to new investors by $ per share, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting commissions and discounts and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would affect our net tangible book value after this offering by approximately $ , the net tangible book value per share after this offering by $ per share, and the dilution per share of common stock to new investors by $ per share, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting commissions and discounts and estimated offering expenses payable by us.

The following table summarizes, as of September 24, 2016, on an as adjusted basis, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid to us and the average price per share paid or to be paid by existing stockholders (giving effect to the Share Recapitalization and by new investors purchasing shares of common stock in this offering), before deducting the underwriting commissions and discounts and estimated offering expenses payable by us.


	Shares Purchased				Total Consideration				Average Price Per Share
	(dollars in thousands, except share and per share data)

	Number	Percent			Amount	Percent
Existing stockholders				%	$			%	$
New investors				%	$			%	$

Total			100	%	$		100	%	$

Each $1.00 increase (decrease) in the assumed initial offering price of $ per share of common stock, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ , and $ per share, respectively, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ , and $ per share, respectively, assuming an initial public offering price of $ per share of common stock, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of our common stock in this offering, the as adjusted net tangible book value per share would be $ per share and the dilution to new investors in this offering would be $ per share. If the underwriters exercise such option in full, the number of shares held by new investors will increase to approximately shares of our common stock, or approximately % of the total number of shares of our common stock outstanding after this offering. The number of shares of our common stock to be outstanding immediately following this offering set forth above excludes:

•

shares of common stock issuable upon the exercise of options outstanding under our existing stock incentive plan as of , 2016 at a weighted average exercise price of $ per share; and

•

shares of common stock reserved for future issuance under our new omnibus incentive plan.

To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial data for the periods and at the dates indicated. The selected consolidated financial data as of December 31, 2015 and 2014 and for each of the three years ended December 31, 2015 have been derived from our audited consolidated financial statements included in this prospectus. The selected consolidated financial data as of December 31, 2013 has been derived from our audited consolidated financial statements not included in this prospectus. The selected consolidated financial data as of December 31, 2012 and 2011 and the two years ended December 31, 2012 were derived from our unaudited consolidated financial statements not included in this prospectus. In 2014, we changed our method of accounting for inventory from the LIFO method to the FIFO method and retrospectively adjusted prior periods to apply this new method of accounting; however, the years ended December 31, 2012 and 2011 were not reaudited following such adjustment. The selected consolidated financial data as of September 24, 2016 and September 26, 2015 and for each of the nine months ended September 24, 2016 and September 26, 2015 have been derived from our unaudited consolidated financial statements included in this prospectus. We have prepared our unaudited consolidated financial statements on the same basis as our audited consolidated financial statements, and our unaudited consolidated financial statements include, in the opinion of management, all adjustments necessary for a fair statement of the operating results and financial condition of the Company for such periods and as of such dates. The results of operations for any interim period are not necessarily indicative of the results that may be expected for the full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period. Since the year ended December 31, 2011, we have completed several acquisitions. The results of these acquired entities are included in our consolidated statements of comprehensive income (loss) for the periods subsequent to the respective acquisition date. The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

During the second quarter of 2015, we early adopted the Financial Accounting Standards Board Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which resulted in the reclassification of unamortized debt issuance costs in our consolidated balance sheets. See Note 1— Summary of Significant Accounting Policies in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus. All prior periods presented have been adjusted to apply these new accounting standards and policies retrospectively. Certain prior year balances have been reclassified to conform to the current year’s presentation for the items discussed above. Such reclassifications had no material impact on net revenues, operating income (loss), net income (loss), or net cash from operating activities.


	Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 26, 2015
	September 24, 2016			September 26, 2015			2015			2014			2013			2012			2011
	(dollars in thousands, except share and per share data)

Net revenues	$	2,693,630		$	2,490,112		$	3,381,060		$	3,507,206		$	3,456,539		$	3,167,856		$	3,174,145
Cost of sales		2,112,185			1,994,968			2,715,125			2,919,864			2,946,463			2,606,562			2,650,791

Gross margin		581,445			495,144			665,935			587,342			510,076			561,294			523,354
Selling, general and administrative		408,360			370,021			512,126			488,477			482,088			504,766			528,707
Impairment and restructuring charges		9,045			15,557			21,342			38,388			42,004			38,836			56,487

Operating income (loss)		164,040			109,566			132,467			60,477			(14,016	)		17,692			(61,840	)
Interest expense, net		(53,725	)		(40,549	)		(60,632	)		(69,289	)		(71,362	)		(59,534	)		(140,810	)
Other income (expense)		8,960			9,979			14,120			(50,521	)		12,323			9,519			(3,521	)

Income (loss) before taxes, equity earnings (loss) and discontinued operations		119,275			78,996			85,955			(59,333	)		(73,055	)		(32,323	)		(206,171	)
Income tax benefit (expense)		5,633			(7,575	)		5,435			(18,942	)		(1,142	)		5,488			(21,264	)

Income (loss) from continuing operations, net of tax		124,908			71,421			91,390			(78,275	)		(74,197	)		(26,835	)		(227,435	)
(Loss) income from discontinued operations, net of tax		(2,845	)		(2,045	)		(2,856	)		(5,387	)		(5,863	)		1,293			(15,603	)
Gain (loss) on sale of discontinued operations, net of tax		—			—			—			—			10,711			(241	)		5,292
Equity earnings (loss) of non-consolidated entities		2,450			1,233			2,384			(447	)		943			(957	)		(572	)

Net income (loss)	$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)	$	(26,740	)	$	(238,318	)

Net income (loss) attributable to common shareholders
Basic	$	16,298		$	(281,427	)	$	(290,500	)	$	(184,143	)	$	(157,205	)	$	(99,575	)	$	(255,386	)
Diluted	$	16,298		$	(281,427	)	$	(290,500	)	$	(184,143	)	$	(157,205	)	$	(99,575	)	$	(255,386	)
Weighted average common shares outstanding
Basic		1,633,198			1,677,121			1,663,273			1,858,187			1,919,445			2,002,051			2,437,759
Diluted		1,923,341			1,677,121			1,663,273			1,858,187			1,919,445			2,002,051			2,437,759

Income (loss) per common share from continuing operations ⁽¹⁾
Basic	$	11.72		$	(166.58	)	$	(172.97	)	$	(96.21	)	$	(84.45	)	$	(50.26	)	$	(100.52	)
Diluted	$	9.95		$	(166.58	)	$	(172.97	)	$	(96.21	)	$	(84.45	)	$	(50.26	)	$	(100.52	)
Cash dividends per common share		—			—		$	52.00			—			—			—			—
Pro forma net loss attributable to common shareholders ⁽²⁾
Basic
Diluted

Other financial data:
Capital expenditures	$	62,476		$	52,885		$	77,687		$	70,846		$	85,689		$	91,884		$	36,878
Depreciation and amortization		77,518			69,793			95,196			100,026			104,650			92,337			124,420
Adjusted EBITDA ⁽³⁾		291,099			232,895			310,986			229,849			153,210			183,361			152,556

Consolidated balance sheet data :
Cash, cash equivalents	$	65,357		$	79,061		$	113,571		$	105,542		$	37,666		$	41,826		$	58,988
Working capital		369,202			381,194			326,973			316,055			234,171			99,423			210,180
Total assets		2,435,813			2,227,413			2,182,373			2,184,059			2,290,897			2,415,036			2,332,486
Total current liabilities		598,960			554,830			487,445			524,301			593,938			741,164			578,086
Total debt		1,272,187			1,271,532			1,260,320			806,228			667,152			670,757			624,045
Redeemable convertible preferred stock		458,236			481,937			481,937			817,121			817,121			745,478			695,478
Total stockholders’ (deficit) equity		(79,995	)		(278,797	)		(231,745	)		(168,826	)		54,444			96,411			143,303

Statement of cash flows data:
Net cash flow provided by (used in):
Operating activities	$	110,190		$	44,738		$	172,339		$	21,788		$	(49,372	)	$	77,850		$	(41,342	)
Investing activities		(141,609	)		(83,025	)		(158,452	)		(56,738	)		13,939			(158,486	)		4,675
Financing activities		(17,426	)		16,714			(1,072	)		105,617			34,633			64,436			13,733


	As of
	September 24, 2016
	(dollars in thousands)
	Actual			Pro Forma ⁽⁴⁾		Pro Forma As Adjusted ⁽⁵⁾
Pro forma consolidated balance sheet data:
Cash, cash equivalents	$	65,357		$		$
Accounts receivable, net		492,965
Inventories		361,724
Total current assets		968,162
Total assets		2,435,813
Accounts payable		216,844
Total current liabilities		598,960
Total debt		1,272,187
Liability to Pre-IPO Shareholders		—
Redeemable convertible preferred stock		458,236			—		—
Total stockholders’ deficit		(79,995	)

(1)	Does not give effect to the 2016 Dividend Transactions or Share Recapitalization.

(2)

Reflects the 2016 Dividend Transactions and Share Recapitalization. The Tax Receivable Agreement would not have impacted net income (loss) or earnings (loss) for the periods presented and, accordingly, no pro forma adjustment has been made. See Notes and to our financial statements for the year ended December 31, 2015 and Note to our financial statements for the three and nine months ended September 24, 2016 appearing elsewhere in this prospectus for information regarding computation of basic and diluted net income (loss) per share attributable to common shareholders, unaudited pro forma basic and diluted net income (loss) per share attributable to common shareholders, and the unaudited pro forma weighted average basic and diluted common shares outstanding used in computing the pro forma basic and diluted net income (loss) per share attributable to common shareholders.

(3)

We also believe Adjusted EBITDA is a measure widely used by securities analysts and investors to evaluate the financial performance of our company and other companies. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA eliminates the effect of certain items on net income and thus has certain limitations. Some of these limitations are: Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; Adjusted EBITDA does not reflect any income tax payments we are required to make and will not be reduced by any payments we make pursuant to, or charges that are incurred under, the Tax Receivable Agreement; and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacement. Other companies may calculate Adjusted EBITDA differently, and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The following is a reconciliation of our net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA:


	Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 26, 2015			2015			2014			2013			2012			2011
	(dollars in this table and the footnotes below in thousands)

Net income (loss)	$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)	$	(26,740	)	$	(238,318	)
Adjustments:
Loss (income) from discontinued operations, net of tax		2,845			2,045			2,856			5,387			5,863			(1,293	)		15,603
(Gain) loss on sale of discontinued operations, net of tax		—			—			—			—			(10,711	)		241			(5,292	)
Equity (earnings) loss of non-consolidated entities		(2,450	)		(1,233	)		(2,384	)		447			(943	)		957			572
Income tax (benefit) expense		(5,633	)		7,575			(5,435	)		18,942			1,142			(5,488	)		21,264
Depreciation and amortization		77,518			69,793			95,196			100,026			104,650			92,337			124,420
Interest expense, net		53,725			40,549			60,632			69,289			71,362			59,534			140,810
Impairment and restructuring charges ^(a)		12,122			15,975			31,031			38,645			44,413			41,402			59,323
(Gain) loss on sale of property and equipment		(3,270	)		73			(416	)		(23	)		(3,039	)		430			(1,465	)
Share-based compensation expense		14,944			8,672			15,620			7,968			5,665			7,485			437
Non-cash foreign exchange transaction/translation loss (income)		7,168			(4,215	)		2,697			(528	)		(4,114	)		(1,093	)		4,269
Other non-cash items ^(b)		3,087			111			1,141			2,334			(68	)		2,549			17,614
Other items ^(c)		6,519			22,733			18,893			20,278			7,284			7,418			2,804
Costs relating to debt restructuring, debt refinancing, and the Onex Investment ^(d)		11			208			237			51,193			112			5,622			10,515

Adjusted EBITDA	$	291,099		$	232,895		$	310,986		$	229,849		$	153,210		$	183,361		$	152,556

(a)

Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our consolidated statements of operations plus (ii) additional charges of $3,078, $417, $9,687, $257, $2,409, $2,565, and $1,469 for the nine months ended September 24, 2016 and September 26, 2015 and years ended December 31, 2015, 2014, 2013, 2012, and 2011, respectively. These additional charges are primarily comprised of non-cash changes in inventory valuation reserves, such as excess and obsolete reserves. For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 25— Impairment and Restructuring Charges of Continuing Operations in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

(b)

Other non-cash items include, among other things, (i) $2,550 out-of-period charge for a European warranty liability adjustment for the nine months ended September 24, 2016, (ii) charges of $357, $0, $893, $2,496, $0, $0, and $0 for the nine months ended September 24, 2016 and September 26, 2015, and years ended December 31, 2015, 2014, 2013, 2012, and 2011, respectively, relating to (1) the fair value adjustment for inventory acquired as part of the acquisitions referred to in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions” and (2) the impact of a change in how we capitalize overhead expenses in our valuation of inventory. In addition, other non-cash items include charges of $6,045 in the year ending December 31, 2012 relating to reserve amounts for service-based employee bonuses for periods prior to 2012, which are partially offset by a $3,560 gain related to the bargain purchase treatment of our CMI acquisition. Further, other non-cash items include charges of $12,026 in the year ended December 31, 2011 relating to certain share price adjustments and expenses settled in shares with our ESOP.

(c)

Other items include: (i) in the nine months ended September 24, 2016, (1) $2,449 of professional fees related to the IPO process, (2) $1,542 of acquisition costs, (3) $350 in Dooria plant closure costs, (4) $257 in legal costs associated with disposal of non-core properties, and (5) $250 related to a legal settlement accrual for CMI; (ii) in the nine months ended September 26, 2015, (1) $11,696 of stock compensation, including a $11,446 payment to holders of vested options and RSUs in connection with the July 2015 dividend described in “Dividend Policy”, (2) $5,510 related to a UK legal settlement, (3) $1,733 in acquisition costs, (4) $1,422 of legal costs related to non-core property disposal, (5) $861 in production ramp-down costs, and (6) $431 of legal costs related to our ESOP class action matters; (iii) in the year ended

December 31, 2015, (1) $11,446 payment to holders of vested options and restricted shares in connection with the July 2015 dividend described in “Dividend Policy”, (2) $5,510 related to a United Kingdom legal settlement, (3) $1,825 in acquisition costs, (4) $1,833 of recruitment costs related to the recruitment of executive management employees, and (5) $1,082 of legal costs related to non-core property disposal, partially offset by (6) $5,678 of realized gain on foreign exchange hedges related to an intercompany loan; (iv) in the year ended December 31, 2014, (1) $5,000 legal settlement related to our ESOP plan, (2) $3,657 of legal costs associated with noncore property disposal, (3) $3,443 production ramp-down costs, (4) $2,769 of consulting fees in Europe, and (5) $1,250 of costs related to a prior acquisition; (v) in the year ended December 31, 2013, (1) $2,869 of cash costs related to the delayed opening of our new Louisiana facility, (2) $774 of legal costs associated with non-core property disposal, (3) $582 related to the closure of our Marion, North Carolina facility, and (4) $458 of acquisition-related costs; (vi) in the year ended December 31, 2012, (1) $3,621 in acquisition costs, (2) $1,252 of cash costs related to non-restructuring severance of a former executive, and (3) $1,247 of cash costs related to the delayed opening of our new Louisiana facility; and (vii) in the year ended December 31, 2011, (1) cash severance costs of $1,102 related to the reorganization of our sales and marketing function and (2) $1,699 of fees related to the restructuring of our Spanish operation.

(d)

Included in the year ended December 31, 2014 is a loss on debt extinguishment of $51,036 associated with the refinancing of our 12.25% secured notes. Included in the year ended December 31, 2012 is $5,277 of fees incurred with SOX implementation. Included in the year ended December 31, 2011 is $5,056 of fees incurred with SOX implementation, $3,546 of costs relating to the refinancing project, and $1,537 of costs related to restructuring activities beginning in 2009.

(4)	Reflects the 2016 Dividend Transactions and Share Recapitalization.

(5)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial Data” and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed above in the section titled “Risk Factors” included elsewhere in this prospectus.

Overview and Background

We operate 115 manufacturing facilities in 19 countries, located primarily in North America, Europe, and Australia. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control as well as providing supply chain, transportation, and working capital savings.

In October 2011, Onex acquired a majority of the combined voting power in the Company through the acquisition of convertible debt and convertible preferred equity. Onex owns the majority of our common equity on an as-converted basis, and Onex has appointed the majority of our board of directors.

Business Segments

Our business is organized in geographic regions to ensure integration across operations serving common end markets and customers. We have three reportable segments: North America (which includes limited activity in Chile and Peru), Europe, and Australasia. In the year ended December 31, 2015, our North American operations accounted for 60% of net revenues ($2,016 million), our European operations accounted for 29% of net revenues ($996 million), and our Australasian operations accounted for 11% of net revenues ($369 million). In the year ended December 31, 2014, our North American operations accounted for 57% of net revenues ($1,990 million), our European operations accounted for 31% of net revenues ($1,108 million), and our Australasian operations accounted for 12% of net revenues ($409 million). Financial information related to our business segments and geographic locations can be found in Note 20— Segment Information in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

Acquisitions

In October 2012, we acquired CraftMaster Manufacturing Inc., or “CMI”, headquartered in Towanda, Pennsylvania. CMI is a manufacturer and marketer of doors, door facings and exterior composite trim and is now part of our North America segment. The acquisition of CMI expanded our molded door production capacity and product offering in our North America segment.

In August 2015, we acquired Dooria AS, or “Dooria”, headquartered in Oslo, Norway. Dooria offers a complete range of doors, including interior, exterior, and specialty rated doors, in a wide variety of styles and is known for its high quality and innovative door designs and options. Dooria is now part of our Europe segment. The acquisition of Dooria expanded our production capabilities and product offering in the Scandinavian region.

In August 2015, we acquired Aneeta Window Systems Pty. Ltd., or “Aneeta”, headquartered in Melbourne, Australia. Aneeta is an industry leading manufacturer and supplier of sashless windows in Australia and is now part of our Australasia segment. The acquisition of Aneeta expanded our product portfolio to include innovative window system offerings to customers in Australia as well as North America.

In September 2015, we acquired Karona, Inc., or “Karona”, headquartered in Caledonia, Michigan. Karona offers a complete range of specialty stile and rail doors, including interior, exterior, and fire rated doors for both the residential and non-residential markets, and is known for its high quality and technical capabilities. Karona is now part of our North America segment. The acquisition of Karona fit our strategy to expand our capabilities and product offering in the North American specialty stile and rail market.

In October 2015, we acquired certain assets and liabilities of LaCantina Doors, Inc., or “LaCantina”, headquartered in Oceanside, California. LaCantina is a manufacturer of folding and multislide door systems and is now part of our North America segment. The acquisition of LaCantina improved our position in the popular and growing market for wall systems by giving us additional resources, capacity, and a leading brand in this growing segment of the market.

In February 2016, we acquired Trend Windows & Doors Pty. Ltd., or “Trend”, headquartered in Sydney, Australia. Trend is a leading manufacturer of doors and windows in Australia and is now part of our Australasia segment. The acquisition of Trend strengthened our market position in the Australian window market and expanded our product portfolio with new and innovative window designs.

In August 2016, we acquired the shares of Arcpac Building Products Limited, which includes its primary operating subsidiary Breezway Australia Pty Limited, or “Breezway”, headquartered in Brisbane, Australia. Breezway is a manufacturer of louvre window systems for the residential and commercial window markets. Breezway’s primary sales market is Australia and it also maintains a presence in Malaysia and Hawaii. The acquisition of Breezway is expected to strengthen our position in the Australian window market and expand our product portfolio with new and innovative window designs as well as other complementary products.

We paid an aggregate of approximately $172 million in cash (net of cash acquired) for the six businesses we acquired in 2015 and 2016, and in the aggregate they generated approximately $252 million of net revenues in the year ended December 31, 2015 on a stand-alone basis.

Factors and Trends Affecting Our Business

Drivers of Net Revenues

The key components of our net revenues include core net revenues (which we define to include the impact of pricing and volume/mix, as discussed further under the heading, “—Product Pricing and Volume/Mix” below), contribution from acquisitions made within the prior twelve months, and the impact of foreign exchange. Since the year ended December 31, 2013, our core net revenue growth was consistently positive with period over period increases of 2%, 3%, and 3% in the nine months ended September 24, 2016, and the years ended December 31, 2015 and December 31, 2014, respectively. During these same periods, the impact of our core growth on our net revenues was largely offset by the relative and fluctuating currency values in the geographies in which we operate, which we refer to as the impact of foreign exchange.

Since the year ended December 31, 2013, the individual components driving our core net revenues growth have shifted from growth based largely on increased pricing, to more balanced growth in both pricing and volume/mix. As described below, beginning late in 2013 we changed several aspects of our pricing strategy, which resulted in meaningful pricing benefits in the years ended the year ended December 31, 2014 and 2015. While volume/mix was less favorable in the years ended December 31, 2014 and 2015, we believe we are well positioned to experience improved volume/mix in 2016 due to increased demand for our products, our channel

management investments, our brand and marketing initiatives, and our enhanced product offering stemming from recent acquisitions as well as new products we have developed internally. In the nine months ended September 24, 2016 compared to the nine months ended September 26, 2015, our core growth in net revenues was 2%, comprised of an approximate 2% increase in pricing while our volume/mix remained flat. Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, percentage changes in pricing are based on management schedules and are not derived directly from our accounting records. For the same period in North America, our largest segment, our core growth in net revenues was 3%, comprised of an approximate 1% increase in volume/mix and an approximate 2% increase in pricing.

Product Demand

General business, financial market, and economic conditions globally and in the regions where we operate influence overall demand in our end markets and for our products. In particular, the following factors may have a direct impact on demand for our products in the countries and regions where our products are marketed and sold:

•

the strength of the economy;

•

employment rates and consumer confidence and spending rates;

•

the availability and cost of credit;

•

the amount and type of residential and non-residential construction;

•

housing sales and home values;

•

the age of existing home stock, home vacancy rates, and foreclosures;

•

interest rate fluctuations for our customers and consumers;

•

increases in the cost of raw materials or any shortage in supplies or labor;

•

the effects of governmental regulation and initiatives to manage economic conditions;

•

geographical shifts in population and other changes in demographics; and

•

changes in weather patterns.

In addition, we seek to drive demand for our products through the implementation of various strategies and initiatives. We believe we can enhance demand for our new and existing products by:

•

innovating and developing new products and technologies;

•

investing in branding and marketing strategies, including marketing campaigns in both print and social media, as well as our investments in new training centers and mobile training facilities; and

•

implementing channel initiatives to enhance our relationships with key customers, including implementing the True BLU dealer management program in North America.

Product Pricing and Volume/Mix

The price and mix of products that we sell are important drivers of our net revenues and net income. Under the heading “—Results of Operations” references to (i) “pricing” refer to the impact of price increases or decreases, as applicable, for particular products between periods and (ii) “volume/mix” refer to the combined impact of both the number of products we sell in a particular period and the types of products sold, in each case, on net revenues and net income. While we operate in a competitive market, pricing discipline is an important element of our strategy to achieve profitable growth through improved margins. Our strategies also include incentivizing our channel partners to sell our higher margin products and a renewed focus on innovation and the development of new technologies, which we believe will increase our sales volumes and the overall profitability of our product mix.

Changes in pricing trends for our products can have a material impact on our operations. During and immediately after the global financial crisis, our net revenues were negatively impacted by decreased demand and an increasingly competitive environment, resulting in unfavorable pricing trends, particularly in the North American door market. Furthermore, prior to our new senior executive team joining the Company, we often pursued a strategy in North America of pricing our products on an incremental contribution margin basis in an effort to grow volumes and generate operating leverage, which often led to competing on price and an inadequate return on our invested capital. In early 2014, our new management team began to strategically change our pricing strategy in several key areas. First, we focused on making strategic pricing decisions based on analysis of customer and product level profitability to restore profitability to underperforming lines of business. Second, we increased our emphasis on pricing optimization. As a result, our operations during 2014 and 2015 benefited from improved pricing, particularly in North America, where pricing returned to close to pre-crisis levels in some product lines across some market channels. Going forward, if the housing market continues to grow and economic factors remain positive, we believe that we will continue to benefit from a positive pricing environment. However, we do not believe the future benefits will be as significant as the pricing improvements we experienced during the 2013 to 2015 period.

Cost Reduction Initiatives

Prior to the ongoing operational transformation being executed by our new senior executive team, our operations were managed in a decentralized manner with varying degrees of emphasis on cost efficiency and limited focus on continuous improvement or strategic sourcing. Our new management team has a proven track record of implementing operational excellence programs at some of the world’s leading industrial manufacturing businesses, and we believe the same successes can be realized at JELD-WEN. Key areas of focus of our operational excellence program include:

•

reducing labor, overtime, and waste costs by optimizing manufacturing processes;

•

reducing warranty costs by improving quality.

We are in the early stages of implementing our strategic initiatives, including JEM, to develop the culture and processes of operational excellence and continuous improvement. These cost reduction initiatives, as well as plant closures and consolidations, headcount reductions, and various initiatives aimed at lowering production and overhead costs may not produce the intended results within the intended timeframe.

Raw Material Costs

Commodities such as vinyl extrusions, glass, aluminum, wood, steel, plastics, fiberglass, and other composites are major components in the production of our products. Changes in the underlying prices of these commodities have a direct impact on the cost of products sold. While we attempt to pass on a substantial portion of such cost increases to our customers, we may not be successful in doing so. In addition, our results of operations for individual quarters may be negatively impacted by a delay between the time of raw material cost increases and a corresponding price increase. Conversely, our results of operations for individual quarters may be positively impacted by a delay between the time of a raw material price decrease and a corresponding competitive pricing decrease.

Working Capital and Seasonality

Working capital, which is defined as accounts receivable plus inventory less accounts payable, fluctuates throughout the year and is affected by seasonality of sales of our products and of customer payment patterns. The peak season for home construction and remodeling in our North America and Europe segments, which represent

the substantial majority of our revenues, generally corresponds with the second and third calendar quarters, and therefore our sales volume is usually higher during those quarters. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, our peak season, and working capital decreases starting in the third quarter as inventory levels and accounts receivable decline. Inventories will fluctuate for some raw materials with long delivery lead times, such as steel, as we work through prior shipments and take delivery of new orders.

Foreign Currency Exchange Rates

We report our consolidated financial results in U.S. dollars. Due to our international operations, the weakening or strengthening of foreign currencies against the U.S. dollar can affect our reported operating results and our cash flows as we translate our foreign subsidiaries’ financial statements from their reporting currencies into U.S. dollars. In the year ended December 31, 2015 compared to the year ended December 31, 2014, the appreciation of the U.S. dollar relative to the reporting currencies of our foreign subsidiaries resulted in lower reported results in such foreign reporting entities. In particular, the exchange rates used to translate our foreign subsidiaries’ financial results in the year ended December 31, 2015 compared to the year ended December 31, 2014 reflected, on average, the U.S. dollar strengthening against the Euro, Australian dollar, and Canadian dollar by 21%, 27%, and 20%, respectively. See “Risk Factors—Risks Relating to Our Business and Industry—Exchange rate fluctuations may impact our business, financial condition, and results of operations” and “—Quantitative and Qualitative Disclosures About Market Risk—Exchange Rate Risk”.

Public Company Costs

As a result of this initial public offering, we will incur additional legal, accounting, board compensation, and other expenses that we did not previously incur, including costs associated with Securities and Exchange Commission, or “SEC”, reporting and corporate governance requirements. These requirements include compliance with the Sarbanes-Oxley Act of 2002, as amended, as well as other rules implemented by the SEC and the national securities exchanges. Our financial statements following this offering will reflect the impact of these expenses.

Borrowings and Refinancings

Amounts outstanding under our prior credit facilities and 12.25% senior secured notes were repaid in October 2014. At such time, we entered into the Corporate Credit Facilities, which bear interest at substantially lower rates than the refinanced debt. In July 2015, we borrowed an additional $480 million under the Corporate Credit Facilities primarily to fund distributions to our shareholders. Accordingly, our results have been impacted by substantial changes in our net interest expense throughout the periods presented. See “—Liquidity and Capital Resources” below.

Components of our Operating Results

Net Revenues

Our net revenues are a function of sales volumes and selling prices, each of which is a function of product mix, and consist primarily of:

•

sales of a wide variety of interior and exterior doors, including patio doors, for use in residential and non-residential applications, with and without frames, to a broad group of wholesale and retail customers in all of our geographic markets;

•

sales of a wide variety of windows for both residential and certain non-residential uses, to a broad group of wholesale and retail customers primarily in North America, Australia, and the United Kingdom; and

•

other sales, including sales of moldings, trim board, cut stock, glass, stairs, hardware and locks, door skins, shower enclosures, wardrobes, window screens, and miscellaneous installation and other services revenue.

Net revenues do not include internal transfers of products between our component manufacturing, product manufacturing and assembly, and distribution facilities.

Cost of Sales

Cost of sales consists primarily of material costs, direct labor and benefit costs, including payroll taxes, repair and maintenance, depreciation, utility, rent and warranty expenses, outbound freight, and insurance and benefits, supervision and tax expenses. Detail for each of these items is provided below.

•

Material Costs. The single largest component of cost of sales is material costs, which include raw materials, components and finished goods purchased for use in manufacturing our products or for resale. Our most significant material costs include glass, wood, wood components, doors, door facings, door parts, hardware, vinyl extrusions, steel, fiberglass, packaging materials, adhesives, resins and other chemicals, core material, and aluminum extrusions. The cost of each of these items is impacted by global supply and demand trends, both within and outside our industry, as well as commodity price fluctuations, conversion costs, energy costs, and transportation costs. See “—Quantitative and Qualitative Disclosures About Market Risk—Raw Materials Risk”.

•

Direct Labor and Benefit Costs. Direct labor and benefit costs reflect a combination of production hours, average headcount, general wage levels, payroll taxes, and benefits provided to employees. Direct labor and benefit costs include wages, overtime, payroll taxes, and benefits paid to hourly employees at our facilities that are involved in the production and/or distribution of our products. These costs are generally managed by each facility and headcount is adjusted according to overall and seasonal production demand. We run multi-shift operations in many of our facilities to maximize return on assets and utilization. Direct labor and benefit costs fluctuate with headcount, but generally tend to increase with inflation due to increases in wages and health benefit costs.

•

Repair and Maintenance, Depreciation, Utility, Rent, and Warranty Expenses.

•

Repairs and maintenance costs consist of equipment and facility maintenance expenses, purchases of maintenance supplies, and the labor costs involved in performing maintenance on our equipment and facilities.

•

Depreciation includes depreciation expense associated with our production assets and plants.

•

Rent is predominantly comprised of lease costs for facilities we do not own as well as vehicle fleet and equipment lease costs. Facility leases are typically multi-year and may include increases tied to certain measures of inflation.

•

Warranty expenses represent all costs related to servicing warranty claims and product issues and are mostly related to our window products sold in the United States and Canada.

•

Outbound Freight. Outbound freight includes payments to third-party carriers for shipments of orders to our customers, as well as driver, vehicle, and fuel expenses when we deliver orders to customers. The majority of our products are shipped by third-party carriers.

•

Insurance and Benefits, Supervision, and Tax Expenses.

•

Insurance and benefit costs are the expenses relating to our insurance programs, health benefits, retirement benefit programs (including the pension plan), and other benefits that are not included in direct labor and benefits costs.

•

Supervision costs are the wages and bonus expenses related to plant managers. Both insurance and benefits and supervision expenses tend to be influenced by headcount and wage levels.

•

Tax costs are mostly payroll taxes for employees not included in direct labor and benefit costs, and property taxes. Tax expenses are impacted by changes in tax rates, headcount and wage levels, and the number and value of properties owned.

In addition, an appropriate portion of each of the insurance and benefits, supervision and tax expenses are allocated to selling, general, and administrative expenses.

Selling, general, and administrative expenses

Selling, general, and administrative expenses, or “SG&A”, consist primarily of research and development, sales and marketing, and general and administrative expenses.

Research and Development . Research and development expenses consist primarily of personnel expenses related to research and development, consulting and contractor expenses, tooling and prototype materials, and overhead costs allocated to such expenses. Substantially all of our research and development expenses are related to developing new products and services and improving our existing products and services. To date, research and development expenses have been expensed as incurred, because the period between achieving technological feasibility and the release of products and services for sale has been short and development costs qualifying for capitalization have been insignificant.

We expect our research and development expenses to increase in absolute dollars as we continue to make significant investments in developing new products and enhancing existing products.

Sales and Marketing. Sales and marketing expenses consist primarily of advertising and marketing promotions of our products and services and related personnel expenses, as well as sales incentives, trade show and event costs, sponsorship costs, consulting and contractor expenses, travel, display expenses, and related amortization. Sales and marketing expenses are generally variable expenses and not fixed expenses. We expect our sales and marketing expenses to increase in absolute dollars as we continue to actively promote our products and services.

General and Administrative . General and administrative expenses consist of personnel expenses for our finance, legal, human resources, and administrative personnel, as well as the costs of professional services, any allocated overhead, information technology, amortization of intangible assets acquired, and other administrative expenses. We expect our general and administrative expenses to increase in absolute dollars due to the anticipated growth of our business and related infrastructure as well as legal, accounting, insurance, investor relations, and other costs associated with becoming a public company.

Impairment and Restructuring Costs

Impairment and restructuring costs consist primarily of all salary-related severance benefits that are accrued and expensed when a restructuring plan has been put into place, the plan has received approval from the appropriate level of management and the benefit is probable and reasonably estimable. In addition to salary-related costs, we incur other restructuring costs when facilities are closed or capacity is realigned within the organization. Upon termination of an employment or commercial contract we record liabilities and expenses pursuant to the terms of the relevant agreement. For non-contractual restructuring activities, liabilities and expenses are measured and recorded at fair value in the period in which they are incurred.

Interest Expense, Net

Interest expense, net relates primarily to interest payments on our then-outstanding credit facilities (and debt securities in 2014). Debt issuance costs related to our indebtedness are included as an offset to long-term debt in the accompanying consolidated balance sheets and are amortized to interest expense over the life of the applicable facility using the effective interest method. See Note 17— Long-Term Debt in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus .

Other Expense (Income), Net

Other expense (income), net includes profit and losses related to various miscellaneous non-operating expenses.

Income Taxes

Income taxes are recorded using the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the date of enactment. A valuation allowance is recorded to reduce deferred tax assets to an amount that is anticipated to be realized on a more likely than not basis. Our consolidated effective income tax rate is primarily the weighted average of federal, state and provincial rates in various countries where we have operations. Our income tax rate is also affected by estimates of our ability to realize tax assets and changes in tax laws. As of December 31, 2015, our federal, state, and foreign net operating loss carryforwards were $1,705.8 million in the aggregate and $205.0 million of such net operating loss carryforwards do not expire. In connection with this offering, we will declare a dividend of the rights under and enter into a Tax Receivable Agreement that will provide for the payment by us to our Pre-IPO Shareholders of 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of (i) the Pre-IPO Tax Attributes and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. Following this offering, we expect to use cash and borrowings under our revolving credit facilities to fund any payments that we will be required to make under the Tax Receivable Agreement. See Note 19— Income Taxes in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement”.

Results of Operations

The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. All percentages presented in this section have been rounded to the nearest whole number. Accordingly, totals may not equal the sum of the line items in the tables below.


	Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in thousands)

Net revenues	$	2,693,630		$	2,490,112		$	3,381,060		$	3,507,206		$	3,456,539
Cost of sales		2,112,185			1,994,968			2,715,125			2,919,864			2,946,463

Gross margin		581,445			495,144			665,935			587,342			510,076
Selling, general and administrative		408,360			370,021			512,126			488,477			482,088
Impairment and restructuring charges		9,045			15,557			21,342			38,388			42,004

Operating income (loss)		164,040			109,566			132,467			60,477			(14,016	)
Interest expense, net		(53,725	)		(40,549	)		(60,632	)		(69,289	)		(71,362	)
Loss on extinguishment of debt		—			—			—			(51,036	)		—
Other income		8,960			9,979			14,120			515			12,323

Income (loss) before taxes, equity earnings (loss) and discontinued operations		119,275			78,996			85,955			(59,333	)		(73,055	)
Income tax (expense) benefit		5,633			(7,575	)		5,435			(18,942	)		(1,142	)

Income (loss) from continuing operations, net of tax		124,908			71,421			91,390			(78,275	)		(74,197	)
Loss from discontinued operations, net of tax		(2,845	)		(2,045	)		(2,856	)		(5,387	)		(5,863	)
Gain on sale of discontinued operations, net of tax		—			—			—			—			10,711
Equity earnings (loss) of non-consolidated entities		2,450			1,233			2,384			(447	)		943

Net income (loss)	$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)

Other financial data:
Adjusted EBITDA ⁽¹⁾	$	291,099		$	232,895		$	310,986		$	229,849		$	153,210
Adjusted EBITDA margin ⁽¹⁾		10.8%			9.4%			9.2%			6.6%			4.4%

(1)

Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “Selected Consolidated Financial Data”. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.

Comparison of the Nine Months Ended September 24, 2016 and September 26, 2015


	Nine Months Ended
	September 24, 2016						September 26, 2015
	(dollars in thousands)

				% of Net Revenues						% of Net Revenues			% Variance
Net revenues	$	2,693,630			100.0	%	$	2,490,112			100.0	%		8.2	%
Cost of sales		2,112,185			78.4	%		1,994,968			80.1	%		5.9	%

Gross margin		581,445			21.6	%		495,144			19.9	%		17.4	%
Selling, general and administrative		408,360			15.2	%		370,021			14.9	%		10.4	%
Impairment and restructuring charges		9,045			0.3	%		15,557			0.6	%		-41.9	%

Operating income		164,040			6.1	%		109,566			4.4	%		49.7	%
Interest expense, net		(53,725	)		-2.0	%		(40,549	)		-1.6	%		32.5	%
Other income		8,960			0.3	%		9,979			0.4	%		-10.2	%

Income before taxes, equity earnings and discontinued operations		119,275			4.4	%		78,996			3.2	%		51.0	%
Income tax benefit (expense)		5,633			0.2	%		(7,575	)		-0.3	%		-174.4	%

Income from continuing operations, net of tax		124,908			4.6	%		71,421			2.9	%		74.9	%
Loss from discontinued operations, net of tax		(2,845	)		-0.1	%		(2,045	)		-0.1	%		39.1	%
Equity in earnings of non-consolidated entities		2,450			0.1	%		1,233			0.0	%		98.7	%

Net income	$	124,513			4.6	%	$	70,609			2.8	%		76.3	%


*Segment Results*
	Nine Months Ended
	September 24, 2016						September 26, 2015
	(dollars in thousands)

				% of Net Revenues						% of Net Revenues			% Variance
Net revenues
North America		$1,579,885			58.7	%	$	1,488,570			59.8	%		6.1	%
Europe		752,199			27.9	%		727,824			29.2	%		3.3	%
Australasia		361,546			13.4	%		273,718			11.0	%		32.1	%

Total Consolidated	$	2,693,630			100.0	%	$	2,490,112			100.0	%		8.2	%


Adjusted EBITDA ⁽¹⁾
North America		$ 185,692					$	158,755						17.0	%
Europe		90,417						71,628						26.2	%
Australasia		40,246						29,951						34.4	%
Corporate and unallocated costs		(25,256)						(27,439	)					-8.0	%

Total Consolidated	$	291,099					$	232,895						25.0	%


Adjusted EBITDA as a percentage of
segment net revenues
North America		11.8%						10.7	%
Europe		12.0%						9.8	%
Australasia		11.1%						10.9	%
Total Consolidated		10.8%						9.4	%

(1)	Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

Consolidated Results

Net Revenues— Net revenues increased $203.5 million, or 8.2%, to $2,693.6 million in the nine months ended September 24, 2016 from $2,490.1 million in the nine months ended September 26, 2015. The increase in net revenues was primarily due to a 7% increase associated with our recent acquisitions described under the heading “Acquisitions” above. Our core net revenues increased 2%, comprised primarily of an increase in pricing as a result of implementing our pricing optimization strategy. These increases were partially offset by an unfavorable foreign exchange impact of 1%.

Gross Margin— Gross margin increased $86.3 million, or 17.4%, to $581.4 million in the nine months ended September 24, 2016 from $495.1 million in the nine months ended September 26, 2015. Gross margin as a percentage of net revenues was 21.6% in the nine months ended September 24, 2016 and 19.9% in the nine months ended September 26, 2015. The increases in gross margin and gross margin percentage were due to acquisitions, price increases, and improved productivity, partially offset by the weakening of the British Pound, Canadian dollar and the Australian dollar in the current period which resulted in an unfavorable translation impact of $4.0 million.

SG&A Expense— SG&A expense increased $38.3 million, or 10.4%, to $408.3 million in the nine months ended September 24, 2016 from $370.0 million in the nine months ended September 26, 2015. SG&A expense as a percentage of net revenues was 15.2% for the nine months ended September 24, 2016 and 14.9% for the nine months ended September 26, 2015. The increases in SG&A expense and SG&A expense percentage were primarily due to investments in marketing and key sourcing initiatives and SG&A from our recently completed acquisitions, partially offset by the weakening of the British Pound, Canadian dollar and the Australian dollar in the current period which resulted in a favorable translation impact of $4.7 million.

Impairment and Restructuring Charges— Impairment and restructuring charges decreased $6.5 million, or 41.9%, to $9.1 million in the nine months ended September 24, 2016 from $15.6 million in the nine months ended September 26, 2015. The charges in the nine months ended September 24, 2016 consisted primarily of ongoing personnel and plant closure costs of approximately $8.1 million as well as a $1.0 million impairment charge related to a held-for-sale building in Europe. The charges for the nine months ended September 26, 2015 consisted of $13.9 million for various plant and personnel restructuring and severance costs, a $1.5 million impairment charge related to an equity investment and related note receivable, and $0.2 million of asset impairment charges.

Interest Expense, Net— Interest expense, net increased $13.2 million, or 32.5%, to an expense of $53.7 million in the nine months ended September 24, 2016 from an expense of $40.5 million in the nine months ended September 26, 2015. The increase was primarily due to the incremental interest expense associated with the $480 million of incremental term loans borrowed in July 2015.

Income Taxes —Income tax benefit in the nine months ended September 24, 2016 was $5.6 million, compared to an expense of $7.6 million in the nine months ended September 26, 2015. The effective tax rate in the nine months ended September 24, 2016 was (4.7)% compared to an effective tax rate of 9.6% in the nine months ended September 26, 2015. The increased tax benefit of $13.2 million was due primarily to the net release of our valuation allowance of $29.4 million offset by an increase in tax expense of $3.3 million attributable to the earnings mix in the nine months ended September 24, 2016, compared to a prior period income tax benefit of $12.9 million attributable to a favorable federal audit adjustment.

Segment Results

North America

Net revenues in North America increased $91.3 million, or 6.1%, to $1,579.9 million in the nine months ended September 24, 2016 from $1,488.6 million in the nine months ended September 26, 2015. The increase in net revenues was primarily due to an increase in core net revenues of 3%, comprised of an increase in volume/mix of approximately 1% and an increase in pricing of approximately 2%. The increase in volume/mix was the

result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy. Additionally, the acquisitions of Karona and LaCantina provided a 4% increase in net revenues. These increases were partially offset by an unfavorable foreign exchange impact of 1%.

Adjusted EBITDA in North America increased $26.9 million, or 17.0%, to $185.7 million in the nine months ended September 24, 2016 from $158.8 million in the nine months ended September 26, 2015. The increase in Adjusted EBITDA was primarily due to increased pricing and volume/mix partially offset by professional fees associated with our sourcing initiatives and increased marketing and advertising expenses.

Europe

Net revenues in Europe increased $24.4 million, or 3.3%, to $752.2 million in the nine months ended September 24, 2016 from $727.8 million in the nine months ended September 26, 2015. The increase in net revenues was primarily due to an increase in core net revenues of 1%, comprised of an increase in pricing of approximately 2%, partially offset by a decrease in volume/mix of approximately 1%. The increase in pricing was the result of implementing our pricing optimization strategy. The decrease in volume/mix was primarily a result of the realignment of our customer and product portfolio aimed at driving profitable growth. Additionally, the acquisition of Dooria provided a 4% increase in net revenues. These increases were partially offset by an unfavorable foreign exchange impact of 2%.

Adjusted EBITDA in Europe increased $18.8 million, or 26.2%, to $90.4 million in the nine months ended September 24, 2016 from $71.6 million in the nine months ended September 26, 2015. The increase in Adjusted EBITDA was primarily due to the increase in pricing and the closure of a facility in France in 2015.

Australasia

Net revenues in Australasia increased $87.8 million, or 32.1%, to $361.5 million in the nine months ended September 24, 2016 from $273.7 million in the nine months ended September 26, 2015. The increase in net revenues was primarily due to an increase in core net revenues of 1%, comprised primarily of an increase in pricing. The increase in pricing was the result of implementing our pricing optimization strategy. Volume/mix was flat in the nine months ended September 24, 2016 as organic growth in certain regions was offset by economic weakness in Western Australia. Additionally, the acquisitions of Trend and Aneeta provided a 34% increase in net revenues. These increases were partially offset by an unfavorable foreign exchange impact of 3%.

Adjusted EBITDA in Australasia increased $10.3 million, or 34.4%, to $40.3 million in the nine months ended September 24, 2016 from $30.0 million in the nine months ended September 26, 2015. The increase in Adjusted EBITDA was primarily due to the acquisitions of Trend and Aneeta and reduced material costs, partially offset by the decrease in volume/mix and an unfavorable foreign exchange impact.

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014


	Year Ended December 31,
	2015						2014
	(dollars in thousands)

				% of Net Revenues						% of Net Revenues			% Variance
Net revenues	$	3,381,060			100.0	%	$	3,507,206			100.0	%		-3.6	%
Cost of sales		2,715,125			80.3	%		2,919,864			83.3	%		-7.0	%

Gross margin		665,935			19.7	%		587,342			16.7	%		13.4	%
Selling, general and administrative		512,126			15.1	%		488,477			13.9	%		4.8	%
Impairment and restructuring charges		21,342			0.6	%		38,388			1.1	%		-44.4	%

Operating income (loss)		132,467			3.9	%		60,477			1.7	%		119.0	%
Interest expense, net		(60,632	)		1.8	%		(69,289	)		2.0	%		-12.5	%
Loss on extinguishment of debt		—			0.0	%		(51,036	)		1.5	%		-100.0	%
Other income (expense)		14,120			0.4	%		515			0	%		NM

Income (loss) before taxes, equity earnings (loss) and discontinued operations		85,955			2.5	%		(59,333	)		1.7	%		NM
Income tax benefit (expense)		5,435			0.2	%		(18,942	)		0.5	%		-128.7	%

Income (loss) from continuing operations, net of tax		91,390			2.7	%		(78,275	)		2.2	%		NM
Income (loss) from discontinued operations, net of tax		(2,856	)		0.1	%		(5,387	)		0.2	%		-47.0	%
Equity earnings (loss) of non-consolidated entities		2,384			0.1	%		(447	)		0.0	%		NM

Net income (loss)	$	90,918			2.7	%	$	(84,109	)		2.4	%		NM

Other financial data:
Adjusted EBITDA ⁽¹⁾	$	310,986			9.2	%	$	229,849			6.6	%		35.3	%

(1)	Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

Consolidated Results

Net revenues —Net revenues decreased $126.1 million, or 3.6%, to $3,381.1 million in the year ended December 31, 2015 from $3,507.2 million in the year ended December 31, 2014. The decrease in net revenues was primarily due to an unfavorable foreign exchange impact of 8%, partially offset by a 3% increase in core net revenues, primarily comprised of an increase in pricing. The increase in pricing was the result of implementing our pricing optimization strategy. Volume/mix did not have a material impact on net revenues as increased demand in certain markets was offset by the strategic realignment of our customer and product portfolio in North America aimed at driving profitable growth. Additionally, acquisitions provided a 1% increase in net revenues.

Gross Margin— Gross margin increased $78.6 million, or 13.4%, to $665.9 million in the year ended December 31, 2015 from $587.3 million in the year ended December 31, 2014. Gross margin as a percentage of net revenues was 19.7% in the year ended December 31, 2015 and 16.7% in the year ended December 31, 2014. The increase in gross margin and gross margin percentage was primarily due to the increase in pricing in all of our segments, increased volume/mix in Europe and Australasia, and savings from cost reduction initiatives, partially offset by the unfavorable impact of foreign exchange.

SG&A Expense— SG&A expense increased $23.6 million, or 4.8%, to $512.1 million in the year ended December 31, 2015 from $488.5 million in the year ended December 31, 2014. SG&A expense as a percentage of net revenues was 15.1% in the year ended December 31, 2015 and 13.9% in the year ended December 31, 2014. The increases in SG&A expense and SG&A expense percentage were primarily due to our performance-based management incentive compensation, amortization of share-based compensation, a distribution to holders of our stock options related to the July 2015 cash distribution to our shareholders, and a legal settlement related to a former subsidiary, offset by the impact of foreign exchange.

Impairment and Restructuring Charges— Impairment and restructuring charges decreased $17.0 million, or 44.4%, to $21.3 million in the year ended December 31, 2015 from $38.4 million in the year ended December 31, 2014. The charges in the year ended December 31, 2015 consisted of $13.4 million of impairment and restructuring charges in Europe primarily due to the closure of one of our three French manufacturing facilities, $2.0 million of charges related to the consolidation of our fiber door skin designs, and $1.5 million of impairment charges related to a non-core equity investment and related notes receivable. The remaining charges of $4.4 million are primarily related to personnel restructuring. The charges in the year ended December 31, 2014 consisted of $7.1 million of impairment charges primarily related to facility closures, excess real estate, and manufacturing process changes, $13.7 million in severance costs primarily related to executive and other administrative management restructuring, $8.6 million for one-time payments related to the restructuring of our management incentive plan, which was revised to decrease the number of participants, $3.3 million for lease termination and other costs related to the relocation and downsizing of our aviation department, $2.0 million for process reengineering and $3.6 million in other individually immaterial charges across all regions.

Interest Expense, Net— Interest expense, net decreased $8.7 million, or 12.5%, to an expense of $60.6 million in the year ended December 31, 2015 from an expense of $69.3 million in the year ended December 31, 2014. The decrease was primarily due to lower interest rates in the year ended December 31, 2015 on outstanding debt as a result of refinancing certain debt in October 2014, partially offset by interest expense on the incremental term loan borrowings incurred in July 2015.

Loss on Debt Extinguishment— In the year ended December 31, 2014, we redeemed all of our outstanding 12.25% senior secured notes and incurred a loss of $51.0 million as a result of the redemption. The loss consisted of a redemption premium over face value of $28.4 million and the write-off of $22.6 million in unamortized fees associated with our former senior secured credit facility.

Other Income (Expense) —Total other income increased $13.6 million to $14.1 million in the year ended December 31, 2015 from $0.5 million in the year ended December 31, 2014. The increase was primarily due to gains on the settlement of foreign exchange contracts associated with our hedging program.

Income Taxes —Income tax benefit in the year ended December 31, 2015 was $5.4 million compared to an expense of $18.9 million in the year ended December 31, 2014. The effective income tax rate for our continuing operations was (6.3)% and 31.9% in the years ended December 31, 2015 and 2014, respectively. The reduction in tax expense of $24.4 million for the year ended December 31, 2015 was driven by an $86.2 million benefit from changes in valuation allowances in several countries as a result of improvements in our operating results in such countries, a significant improvement in our domestic results, and an $8.3 million benefit from the favorable settlement of various tax matters related to our 2007 and 2008 tax years, partially offset by a charge of $11.6 million for uncertain tax positions related to changes in how we run our business in Europe, a $4.0 million charge related to nontaxable/nondeductible items stemming from purchase accounting adjustments, and various other charges totaling $3.6 million.

Segment Results


	Year Ended December 31,
	2015			2014
	(dollars in thousands)
Net revenues from external customers							% Variance
North America	$	2,015,715		$	1,989,621		1.3	%
Europe		996,014			1,108,390		-10.1	%
Australasia		369,331			409,195		-9.7	%

Total Consolidated	$	3,381,060		$	3,507,206		-3.6	%

Percentage of total consolidated net revenues
North America		59.6	%		56.7	%
Europe		29.5	%		31.6	%
Australasia		10.9	%		11.7	%

Total Consolidated		100.0	%		100.0	%

Adjusted EBITDA ⁽¹⁾
North America	$	201,660		$	114,086		76.8	%
Europe		99,540			100,570		-1.0	%
Australasia		40,453			40,783		-0.8	%
Corporate and unallocated costs		(30,667	)		(25,590	)	19.8	%

Total Consolidated	$	310,986		$	229,849		35.3	%

Adjusted EBITDA as a percentage of segment net revenues
North America		10.0	%		5.7	%
Europe		10.0	%		9.1	%
Australasia		11.0	%		10.0	%
Total Consolidated		9.2	%		6.6	%

(1)	Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

North America

Net revenues in North America increased $26.1 million, or 1.3%, to $2,015.7 million in the year ended December 31, 2015 from $1,989.6 million in the year ended December 31, 2014. The increase in net revenues was primarily due to an increase in core net revenues of 2%, comprised of an increase in pricing of approximately 5%, partially offset by a decrease in volume/mix of approximately 3%. The increase in pricing was the result of implementing our pricing optimization strategy. The decrease in volume/mix was primarily a result of the realignment of our customer and product portfolio aimed at driving profitable growth. Additionally, the acquisitions of Karona and LaCantina provided a 1% increase in net revenues. These increases were partially offset by an unfavorable foreign exchange impact of 2%.

Adjusted EBITDA in North America increased $87.6 million, or 76.8%, to $201.7 million in the year ended December 31, 2015 from $114.1 million in the year ended December 31, 2014. The increase was primarily due to the increase in pricing and cost reduction initiatives, partially offset by increased investment in channel management and brand and marketing initiatives and the impact of unfavorable foreign exchange.

Europe

Net revenues in Europe decreased $112.4 million, or 10.1%, to $996.0 million in the year ended December 31, 2015 from $1,108.4 million in the year ended December 31, 2014. The decrease in net revenues was primarily due to an unfavorable foreign exchange impact of 16%, partially offset by an increase in core net revenues of 4%, comprised of an increase in volume/mix of approximately 2% and an increase in pricing of approximately 2%. The increase in volume/mix was the result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy. Additionally, the acquisition of Dooria provided a 2% increase in net revenues.

Adjusted EBITDA in Europe decreased $1.0 million, or 1.0%, to $99.5 million in the year ended December 31, 2015 from $100.6 million in the year ended December 31, 2014. The decrease was primarily due to the unfavorable impact of foreign exchange, partially offset by the increase in volume/mix and the increase in pricing.

Australasia

Net revenues in Australasia decreased $39.9 million, or 9.7%, to $369.3 million in the year ended December 31, 2015 from $409.2 million in the year ended December 31, 2014. The decrease in net revenues was primarily due to an unfavorable foreign exchange impact of 18%, partially offset by an increase in core net revenues of 7%, comprised of an increase in volume/mix of approximately 5% and an increase in pricing of approximately 2%. The increase in volume/mix was the result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy. Additionally, the acquisition of Aneeta provided a 1% increase in net revenues.

Adjusted EBITDA in Australasia decreased $0.3 million, or 0.8%, to $40.5 million in the year ended December 31, 2015 from $40.8 million in the year ended December 31, 2014. The decrease in Adjusted EBITDA was primarily due to the unfavorable impact of foreign exchange, partially offset by the increase in volume/mix and the increase in pricing.

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013


	Year Ended December 31,
	2014						2013
	(dollars in thousands)

				% of Net Revenues						% of Net Revenues			% Variance
Net revenues	$	3,507,206			100.0	%	$	3,456,539			100.0	%		1.5	%
Cost of sales		2,919,864			83.3	%		2,946,463			85.2	%		-0.9	%

Gross margin		587,342			16.7	%		510,076			14.8	%		15.1	%
Selling, general and administrative		488,477			13.9	%		482,088			13.9	%		1.3	%
Impairment and restructuring charges		38,388			1.1	%		42,004			1.2	%		-8.6	%

Operating income (loss)		60,477			1.7	%		(14,016	)		0.4	%		NM
Interest expense, net		(69,289	)		2.0	%		(71,362	)		2.1	%		-2.9	%
Loss on extinguishment of debt		(51,036	)		1.5	%		—			0.0	%		NM
Other income (expense)		515			0.0	%		12,323			0.4	%		-95.8	%

Loss before taxes, equity (loss) earnings (loss) and discontinued operations		(59,333	)		1.7	%		(73,055	)		2.1	%		-18.8	%
Income tax expense		(18,942	)		0.5	%		(1,142	)		0.0	%		NM

Loss from continuing operations, net of tax		(78,275	)		2.2	%		(74,197	)		2.1	%		5.5	%
Loss from discontinued operations, net of tax		(5,387	)		0.2	%		(5,863	)		0.2	%		-8.1	%
Gain on sale of discontinued operations, net of tax		—			0.0	%		10,711			0.3	%		-100.0	%
Equity (loss) earnings of non-consolidated entities		(447	)		0.0	%		943			0.0	%		-147.4	%

Net income (loss)	$	(84,109	)		2.4	%	$	(68,406	)		2.0	%		23.0	%

Other financial data:
Adjusted EBITDA ⁽¹⁾	$	229,849			6.6	%	$	153,210			4.4	%		50.0	%

(1)	Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

Consolidated Results

Net Revenues —Net revenues increased $50.7 million, or 1.5%, to $3,507.2 million in the year ended December 31, 2014 from $3,456.5 million in the year ended December 31, 2013. The increase in net revenues was primarily due to an increase of 3% in core net revenues, primarily comprised of an increase in pricing. The increase in pricing was the result of implementing our pricing optimization strategy. Volume/mix did not have a material impact on net revenues, as increased demand in certain markets was offset by the realignment of our customer and product portfolio and our focus on profitable growth. The increase in core net revenues was partially offset by an unfavorable foreign exchange impact of 1%.

Gross Margin— Gross margin increased $77.3 million, or 15.1%, to $587.3 million in the year ended December 31, 2014 from $510.1 million in the year ended December 31, 2013. Gross margin as a percentage of net revenues was 16.7% in the year ended December 31, 2014 and 14.8% in the year ended December 31, 2013. The increase in gross margin and gross margin percentage was primarily due to the increase in pricing in all of our segments and the increase in volume/mix in Europe and Australasia, partially offset by a decrease in volume/mix in North America and the unfavorable impact of foreign exchange.

SG&A Expense— SG&A expense increased $6.4 million, or 1.3%, to $488.5 million in the year ended December 31, 2014 from $482.1 million in the year ended December 31, 2013. SG&A expense as a percentage of net revenues was 13.9% in the year ended December 31, 2014, unchanged from the prior year. The increase in SG&A expense was primarily due to a charge for a legal settlement related to our ESOP, an increase in the provisions for our performance-based management incentive plan, and an increase in our share-based compensation plan over the prior year, partially offset by the impact of foreign exchange.

Impairment and Restructuring Charges— Impairment and restructuring charges decreased $3.6 million, or 8.6%, to $38.4 million in the year ended December 31, 2014 from $42.0 million in the year ended December 31, 2013. The charges in the year ended December 31, 2014 consisted of $7.1 million of impairment charges primarily related to facility closures, excess real estate and manufacturing process changes, $13.7 million of severance costs related primarily to executive and other administrative management restructuring and $8.6 million for one-time payments related to the restructuring of our management incentive plan which was revised to decrease the number of participants. In addition, in the year ended December 31, 2014, we recorded restructuring charges of $3.3 million for lease termination and other costs related to the relocation and downsizing of our aviation department, $2.0 million for process reengineering, and $3.6 million of other charges. The charges in the year ended December 31, 2013 consisted of $12.2 million of impairments related to facility closures, $12.5 million for settlement of a lawsuit, and $17.3 million of restructuring charges related to various personnel and plant restructuring and severance costs.

Interest Expense, Net— Interest expense, net decreased $2.1 million, or 2.9%, to an expense of $69.3 million in the year ended December 31, 2014 from an expense of $71.4 million in the year ended December 31, 2013. The decrease was primarily due to the refinancing of our 12.25% senior secured notes completed in October 2014.

Loss on Debt Extinguishment— In the year ended December 31, 2014, we redeemed all of outstanding 12.25% senior secured notes and incurred a loss of $51.0 million as a result of the redemption. The loss consisted of a redemption premium over face value of $28.4 million and the write-off of $22.6 million in unamortized fees associated with our former senior secured credit facility.

Other Income (Expense)— Total other income decreased $11.8 million, or 95.8%, to $0.5 million in the year ended December 31, 2014 from $12.3 million in the year ended December 31, 2013. The decrease was primarily due to lower gains on foreign currency hedging transactions, sales of property, plant, and equipment, and sales of discontinued operations.

Income Taxes— Income tax expense in the year ended December 31, 2014 was $18.9 million compared to $1.1 million in the year ended December 31, 2013. The effective income tax rate for our continuing operations

was 31.9% and 1.6% in the years ended December 31, 2014 and 2013, respectively. The primary driver for the effective tax rate fluctuation relates to a benefit recorded in the year ended December 31, 2013 of approximately $34.1 million which reduced the effective rate in that year. This benefit was associated with a reduction in pension liabilities (income) classified in other comprehensive income. Under the exception of ASC 740-20-45-7, where a Company has a full valuation allowance, current year losses in continuing operations and net income in other comprehensive income, the tax charge associated with the net income in other comprehensive income is to be recorded as a component of the tax provision for continuing operations. In addition, there was a reduction in expense related to a year-over-year decline in our foreign sourced dividends of $5.3 million, offset by an increase in favorable IRS adjustments of $5.3 million.

Segment Results


	Year Ended December 31,
	2014			2013
	(dollars in thousands)
							% Variance
Net revenues from external customers
North America	$	1,989,621		$	1,974,457			0.8	%
Europe		1,108,390			1,071,252			3.5	%
Australasia		409,195			410,830			-0.4	%

Total Consolidated	$	3,507,206		$	3,456,539			1.5	%

Percentage of total consolidated net revenues
North America		56.7	%		57.1	%
Europe		31.6	%		31.0	%
Australasia		11.7	%		11.9	%

Total Consolidated		100.0	%		100.0	%

Adjusted EBITDA ⁽¹⁾
North America	$	114,086		$	49,920			128.5	%
Europe		100,570			94,102			6.9	%
Australasia		40,783			34,222			19.2	%
Corporate and unallocated costs		(25,590	)		(25,034	)		2.2	%

Total Consolidated	$	229,849		$	153,210			50.0	%

Adjusted EBITDA as a percentage of segment net revenues
North America		5.7	%		2.5	%
Europe		9.1	%		8.8	%
Australasia		10.0	%		8.3	%
Total Consolidated		6.6	%		4.4	%

(1)	Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

North America

Net revenues in North America increased $15.2 million, or 0.8%, to $1,989.6 million in the year ended December 31, 2014 from $1,974.5 million in the year ended December 31, 2013. The increase in net revenues was primarily due to an increase in core net revenues of 2%, comprised of an increase in pricing of approximately 5%, partially offset by a decrease in volume/mix of approximately 3%. The increase in pricing was the result of implementing our pricing optimization strategy. The decrease in volume/mix was primarily a result of the realignment of our customer and product portfolio aimed at driving profitable growth. The increase in core net revenues was partially offset by an unfavorable foreign exchange impact of 1%.

Adjusted EBITDA in North America increased $64.2 million, or 128.5%, to $114.1 million in the year ended December 31, 2014 from $49.9 million in the year ended December 31, 2013. The increase was primarily due to the increase in pricing, improved productivity at our manufacturing plants, and a reduction in SG&A expense related to management realignment and headcount reductions.

Europe

Net revenues in Europe increased $37.1 million, or 3.5%, to $1,108.4 million in the year ended December 31, 2014 from $1,071.3 million in the year ended December 31, 2013. The increase in net revenues was primarily due to an increase in core net revenues of 4%, comprised of an increase in volume/mix of approximately 3% and an increase in pricing of approximately 1%. The increase in volume/mix was the result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy. The foreign exchange impact in the period was minimal.

Adjusted EBITDA in Europe increased $6.5 million, or 6.9%, to $100.6 million in the year ended December 31, 2014 from $94.1 million in the year ended December 31, 2013. The increase was primarily due to the increase in volume/mix and pricing, partially offset by increased SG&A expense related to our performance-based management incentive plan and the impact of foreign exchange.

Australasia

Net revenues in Australasia decreased $1.6 million, or 0.4%, to $409.2 million in the year ended December 31, 2014 from $410.8 million in the year ended December 31, 2013. The decrease was primarily due to an unfavorable foreign exchange impact of 7%, partially offset by an increase in core net revenues of 6%, comprised of an increase in volume/mix of approximately 4% and an increase in pricing of approximately 2%. The increase in volume/mix was the result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy.

Adjusted EBITDA in Australasia increased $6.6 million, or 19.2%, to $40.8 million in the year ended December 31, 2014 from $34.2 million in the year ended December 31, 2013. The increase was primarily due to the increase in volume/mix and the increase in pricing, partially offset by unfavorable foreign exchange impact.

Quarterly Results of Operations

The following table sets forth unaudited quarterly consolidated statements of operations data for each of the eleven quarterly periods ended September 24, 2016. The information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements appearing elsewhere in this prospectus and, in our opinion, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This information should be read in conjunction with our audited consolidated financial statements and related notes appearing elsewhere in the prospectus. These quarterly results are not necessarily indicative of our operating results for a full year or any future period.


				Three Months Ended
	Sep. 24, 2016			Jun. 25, 2016			Mar. 26, 2016			Dec. 31, 2015			Sep. 26, 2015			Jun. 27, 2015			Mar. 28, 2015			Dec. 31, 2014			Sep. 27, 2014			Jun. 28, 2014			Mar. 29 2014
							(dollars in thousands)
Statements of Operations Data:
Net revenues	$	932,475		$	964,608		$	796,547		$	890,948		$	874,331		$	878,799		$	736,982		$	893,560		$	936,215		$	912,673		$	764,758
Cost of sales		721,887			751,874			638,424			720,157			690,800			695,428			608,740			730,981			768,357			758,220			662,306

Gross margin		210,588			212,734			158,123			170,791			183,531			183,371			128,242			162,579			167,858			154,453			102,452
Selling general and administrative		135,910			140,858			131,592			142,105			130,380			121,670			117,971			129,017			108,906			126,505			124,049
Impairment and restructuring charges		3,945			2,119			2,981			5,785			2,316			3,272			9,969			5,431			8,288			17,351			7,318

Operating income		70,733			69,757			23,550			22,901			50,835			58,429			302			28,131			50,664			10,597			(28,915	)
Interest expense, net		(18,547	)		(18,167	)		(17,011	)		(20,083	)		(17,917	)		(11,476	)		(11,156	)		(12,781	)		(19,218	)		(19,180	)		(18,110	)
Other income (expense)		7,731			505			724			4,141			9,823			(3,922	)		4,078			(50,040	)		670			(215	)		(936	)

Income (loss) before taxes, equity earnings (loss) and discontinued operations		59,917			52,095			7,263			6,959			42,741			43,031			(6,776	)		(34,690	)		32,116			(8,798	)		(47,961	)
Income tax benefit (expense)		(14,358	)		22,197			(2,206	)		13,010			(1,160	)		(12,564	)		6,149			(3,034	)		(7,087	)		(8,863	)		42

Income (loss) from continuing operations, net of tax		45,559			74,292			5,057			19,969			41,581			30,467			(627	)		(37,724	)		25,029			(17,661	)		(47,919	)
(Loss) income from discontinued operations, net of tax		(2,741	)		(618	)		514			(811	)		(570	)		(1,307	)		(168	)		(570	)		(4,528	)		(789	)		500
Equity earnings (loss) of non-consolidated entities		1,198			487			765			1,151			640			586			7			(572	)		(10	)		(289	)		424

Net income (loss)	$	44,016		$	74,161		$	6,336		$	20,309		$	41,651		$	29,746		$	(788	)	$	(38,866	)	$	20,491		$	(18,739	)	$	(46,995	)

Liquidity and Capital Resources

Overview

We have historically funded our operations through a combination of cash from operations, draws on our revolving credit facilities, and the issuance of non-revolving debt such as our Term Loan Facility. As of September 24, 2016, we had total liquidity of $332.8 million, which included $65.4 million in cash, $211.3 million available for borrowing under the ABL Facility, AUD $18.0 million ($13.7 million) available for borrowing under the Australia Senior Secured Credit Facility, and €37.9 million ($42.4 million) available for borrowing under the Euro Revolving Facility. This compares to total liquidity of $352.9 million as of December 31, 2015 and $326.7 million as of December 31, 2014. The increase in our total liquidity at December 31, 2015 compared to December 31, 2014 was primarily due to entry into a new European revolving credit facility in January 2015 and higher cash balances, partially offset by a voluntary reduction in the size of our Australia Senior Secured Credit Facility, slightly lower availability under our ABL Facility, and $86.7 million, net of cash acquired, used to consummate the acquisitions of Dooria, Aneeta, Karona, and LaCantina; provide liquidity for distributions to shareholders; and purchase property and equipment. The decrease in our total liquidity at September 24, 2016 compared to December 31, 2015 was primarily due to the use of cash to fund our seasonal working capital and to fund the acquisition of Trend in February 2016 and Breezway in August 2016.

Concurrent with the closing of the Onex Investment, we entered into a $300 million revolving credit facility and issued $460 million in aggregate principal amount of 12.25% senior secured notes. We utilized the proceeds from the Onex Investment and the issuance of the senior secured notes in October 2011 to repay in full the amounts owed under our then existing credit facilities, extinguishing those facilities, and to conduct a tender offer for $75 million of our common stock.

In October 2014, we entered into the Corporate Credit Facilities, consisting of a $775 million term loan and a $300 million asset based revolving credit facility. The proceeds from the term loan were primarily used to (i) repay amounts outstanding under, and extinguish, our former revolving credit facility, (ii) redeem all of the outstanding 12.25% senior secured notes at a premium over face value of $28.2 million, and (iii) satisfy our obligation under a guarantee of certain letters of credit supporting an industrial revenue bond. In connection with the debt extinguishment, we expensed unamortized fees of $22.6 million related to our former revolving credit facility and recognized this charge, as well as the $28.4 million in unamortized premium paid to the holders of the 12.25% senior secured notes, as a loss on extinguishment of debt in the consolidated statements of operations. We also incurred $15.4 million of debt issuance costs related to the Corporate Credit Facilities, which is included as a reduction of the corresponding debt liability in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facilities using the effective interest method.

In July 2015, we amended our Term Loan Facility and borrowed an incremental $480 million thereunder. The proceeds were primarily used to make payments of approximately $420 million to holders of our then-outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs. We incurred $7.9 million of debt issuance costs related to the $480 million of incremental borrowings, which is included as an offset to long-term debt in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facility using the effective interest method. See Note 17— Long-Term Debt in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

In November 2016, we amended our Term Loan Facility and borrowed a further incremental $375 million thereunder. We used the proceeds thereof, together with the proceeds from borrowings under our ABL Facility, to make payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs, as well as to pay related fees and expenses. We incurred $7.5 million of debt issuance costs related to the $375 million of incremental borrowings, which will be included as an offset to long-term debt in our consolidated balance sheets and will be amortized to interest expense over the life of the Term Loan Facility using the effective interest method.

Based on our current level of operations, the seasonality of our business and anticipated growth, we believe that cash provided by operations and other sources of liquidity, including cash, cash equivalents and borrowings under our revolving credit facilities, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, anticipated payments made pursuant to the Tax Receivable Agreement, and debt service requirements for at least the next twelve months. We are not dependent on the proceeds of this offering to meet our liquidity needs, including expected payments under the Tax Receivable Agreement, for the next twelve months.

Following this offering, we expect to use cash and borrowings under our revolving credit facilities to fund any payments that we will be required to make under the Tax Receivable Agreement. Assuming no material changes in the relevant tax law, no changes to current limitations on our ability to utilize our net operating losses under Section 382 of the Code, and that we earn sufficient income to actually realize the full benefits of the Pre-IPO Tax Attributes, we would expect that future payments under the Tax Receivable Agreement will be approximately $ in the aggregate. The exact amount of future payments under the Tax Receivable Agreement in any given year will depend on, among other things, the amount of income earned by us in such

year, and the jurisdiction in which such income is earned. For example, assuming no material changes in the relevant tax law and no changes to current limitations on our ability to utilize our net operating losses under Section 382 of the Code, we will be obligated to make payments under the Tax Receivable Agreement of approximately $3.3 million for every $10 million of U.S. federal taxable income earned by us (without regard to the Pre-IPO Tax Attributes or other tax attributes subject to the Tax Receivable Agreement) that is offset by U.S. federal net operating losses that are Pre-IPO Tax Attributes. However, the amount of payments that we will owe under the Tax Receivable Agreement with respect to state and foreign taxes will vary depending on, among other things, the tax rate in those jurisdictions and the amount of income earned by us in those jurisdictions. For a more detailed description of the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement”.

In the years ended December 31, 2015 and 2014, we had a net change in cash and cash equivalents of $8.0 million and $67.9 million, respectively.

Cash Flows

The following table summarizes the changes to our cash flows for the periods presented:


	Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in thousands)
Cash provided by (used in):
Operating activities	$	110,190		$	44,738		$	172,339		$	21,788		$	(49,372	)
Investing activities		(141,609	)		(83,025	)		(158,452	)		(56,738	)		13,939
Financing activities		(17,426	)		16,714			(1,072	)		105,617			34,633
Effect of changes in exchange rates on cash and cash equivalents		631			(4,908	)		(4,786	)		(2,791	)		(3,360	)

Net change in cash and cash equivalents	$	(48,214	)	$	(26,481	)	$	8,029		$	67,876		$	(4,160	)

Cash Flow from Operations

Net cash provided by operating activities increased $65.5 million to $110.2 million in the nine months ended September 24, 2016 from $44.7 million used in operations in the nine months ended September 26, 2015. This increase was primarily due to improved profitability, reductions in cash contributions to the U.S. pension plan, and an increase in non-cash expenses incurred in the nine months ended September 24, 2016 compared to September 26, 2015.

Net cash provided by operating activities increased $150.6 million to $172.3 million in the year ended December 31, 2015 from $21.8 million in the year ended December 31, 2014. This increase was primarily due to increased net income of $175.0 million in the year ended December 31, 2015 over the year ended December 31, 2014 partially offset by increased working capital usage and a decrease in non-cash expenses included in net income compared to the year ended December 31, 2014. The decrease in other assets was primarily due to the release of a valuation allowance in France for $16.1 million.

Net cash provided by operating activities increased $71.2 million to $21.8 million in the year ended December 31, 2014 from net cash used in operating activities of $49.4 million in the year ended December 31, 2013. This increase was primarily due to a $44.2 million increase in non-cash expenses included in net income in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included the $22.6 million loss on extinguishment of our 12.25% senior secured notes. In addition, we improved our working capital position through better production planning and increased collection efforts leading to a reduction of $45.0 million in working capital compared to the year ended December 31, 2013.

Cash Flow from Investing Activities

Net cash used in investing activities increased $58.6 million to $141.6 million in the nine months ended September 24, 2016 from $83.0 million in the nine months ended September 26, 2015. This increase in cash used in investing activities was primarily due to our acquisition of Breezway completed in August 2016, our acquisition of Trend completed in February 2016, and increased capital expenditures in the nine months ended September 24, 2016 compared to the nine months ended September 26, 2015.

Net cash used in investing activities increased $101.7 million to $158.5 million in the year ended December 31, 2015 from $56.7 million in the year ended December 31, 2014. This increase was primarily due to the use of $86.7 million of cash, net of the cash acquired, to complete the acquisitions completed in the year ended December 31, 2015 and $6.4 million in additional purchases of property and equipment in the year December 31, 2015 compared to the year ended December 31, 2014.

Net cash used in investing activities increased $70.7 million to $56.7 million in the year ended December 31, 2014 from cash used by investing activities of $13.9 million in the year ended December 31, 2013. The increase in cash used in investing activities was primarily due to a reduction in proceeds from sales of discontinued operations, businesses, and other assets of $91.6 million in the year ended December 31, 2014, partially offset by a $14.8 million reduction in purchases of property, equipment, and intangible assets in the year ended December 31, 2014 compared to the year ended December 31, 2013.

Cash Flow from Financing Activities

Net cash used in financing activities was $17.4 million in the nine months ended September 24, 2016 compared to net cash provided by financing activities of $16.7 million in the nine months ended September 26, 2015. This increase in usage was primarily due to lower employee note repayments, payments related to the settlement of indemnification claims under the 2011 and 2012 Stock Purchase Agreements with Onex, and a decrease in proceeds from borrowings. The change in proceeds from borrowings is attributable to the incremental term loan financing in the nine months ended September 26, 2015 associated with distributions to shareholders, which provided for increased net cash in such period, while there were no similar borrowings in the nine months ended September 24, 2016. The higher borrowings in the nine months ended September 26, 2015 were offset by $44.6 million of share repurchases.

Net cash used in financing activities in the year ended December 31, 2015 was $1.1 million and was comprised of $419.2 million of distributions to shareholders, $44.6 million in common stock repurchases, $22.8 million of net short-term and long-term borrowings, and $9.1 million of debt issuance cost payments, partially offset by $477.6 million of net proceeds from the issuance of new debt, $15.1 million of employee and director note repayments, and $2.0 million in common stock issuances.

Net cash provided by financing activities was $105.6 million in the year ended December 31, 2014 and consisted of $790.3 million of net proceeds from the issuance of new debt, $4.5 million of employee and director note repayments, partially offset by $658.7 million of net short-term and long-term borrowings, $15.7 million of debt issuance cost payments, and $14.8 million in common stock repurchases.

As of September 24, 2016, our cash balances consisted of $4.0 million in the United States and $61.4 million in non-U.S. subsidiaries. We believe that our operations in the United States will be able to fund the majority of our near term cash requirements using cash flow from operations within the United States and availability under the ABL Facility.

Holding Company Status

We are a holding company that conducts all of our operations through subsidiaries. The majority of our operating income is derived from JWI, our main operating subsidiary. Consequently, we rely on dividends or

advances from our subsidiaries. The ability of our subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to the terms of other contractual arrangements, including our Credit Facilities.

The Euro Revolving Facility and Australia Senior Secured Credit Facility contain restrictions on dividends that limit the amount of cash that the obligors under these facilities can distribute to us, JWI, and our other subsidiaries. Obligors under the Euro Revolving Facility may pay dividends only out of available cash flow and only while no default is continuing under such agreement. Obligors under the Australia Senior Secured Credit Facility may pay dividends only to the extent they do not exceed 80% of after tax net profits (with a one-year carryforward of unused amounts) and only while no default is continuing under such agreement. The amount of our consolidated net assets that was restricted by these financing arrangements as of December 31, 2015 was $64.8 million, which exceeded 25% of our total consolidated assets as of December 31, 2015. For further information regarding the Euro Revolving Facility and the Australia Senior Secured Credit Facility, see “Description of Certain Indebtedness—Euro Revolving Facility” and “Description of Certain Indebtedness—Australia Senior Secured Credit Facility”.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Lines of Credit and Long-Term Debt

Corporate Credit Facilities

In October 2014, we entered into the Corporate Credit Facilities, which initially consisted of (i) a term loan facility in an initial principal amount of $775 million, or the “Initial Term Loans”, and (ii) a $300 million asset based revolving credit facility, or the “ABL Facility”. In July 2015, we borrowed $480 million of incremental term loans, or the “2015 Incremental Term Loans”, under the Term Loan Facility and amended our Corporate Credit Facilities to, among other things, permit a distribution of approximately $419 million to holders of our common stock, our Series A Convertible Preferred Stock, and our Class B-1 Common Stock. In November 2016, we borrowed $375 million under our Term Loan Facility. In connection therewith, we amended the Term Loan Facility (the “2016 Term Loan Amendment”) to, among other things, (i) permit a $400 million distribution, (ii) reduce the interest rate on the outstanding term loans, and (iii) conform the terms (including providing for a maturity date of July 1, 2022) of all outstanding term loans (namely, the Initial Term Loans, the 2015 Incremental Term Loans and the additional $375 million of term loans referred to above) under the Term Loan Facility (such term loans, after giving effect to such amendments, the “Amended Term Loans”). We incurred $7.5 million of debt issuance costs related to the new facility. As of November 1, 2016, we had approximately $1,611.6 million of term loans outstanding under the Term Loan Facility.

As of September 24, 2016, we were in compliance with the terms of the Corporate Credit Facilities.

Term Loan Facility

In connection with the 2016 Term Loan Amendment, we paid a fee of 0.25% on the principal amount of the Amended Term Loans. The Amended Term Loans bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.50% to 3.75% depending on our ratio of net debt to Adjusted EBITDA. We have entered into forward starting interest rate swap agreements in order to effectively change the interest rate on a substantial portion of our Term Loan Facility from a variable rate to a fixed rate. See “—Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk”. The Amended Term Loans amortize in nominal quarterly installments equal to 0.25% of the initial aggregate principal amount of the Amended Term Loans. The Term Loan Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies, but has no financial maintenance covenants. The Amended Term Loans mature on July 1, 2022.

The offering price of the Initial Term Loans was 99.00% of par and the offering price of the 2015 Incremental Term Loans was 99.50% of par. Prior to the 2016 Term Loan Amendment, the Initial Term Loans bore interest at LIBOR (subject to a floor of 1.00%) plus a margin of 4.25%. Prior to the 2016 Term Loan Amendment, the 2015 Incremental Term Loans bore interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.75% to 4.00% depending on our ratio of net debt to Adjusted EBITDA.

The Term Loan Facility permits us to add one or more incremental term loans up to the sum of: (i) an unlimited amount subject to compliance with a maximum total net first lien leverage ratio test of 4.35:1.00 plus (ii) voluntary prepayments of term loans plus (iii) a fixed amount of $285.0 million, in each case, subject to certain conditions.

ABL Facility

Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory, eligible accounts receivable and certain other assets, subject to certain reserves and other adjustments. The borrowing base for U.S. and Canadian borrowers is calculated separately. U.S. borrowers may borrow up to $255 million under the ABL Facility and Canadian borrowers may borrow up to $45 million under the ABL Facility, in each case subject to periodic adjustments of such sub-limits and applicable borrowing base availability.

Borrowings under the ABL Facility bear interest at LIBOR plus a margin that fluctuates from 1.50% to 2.00% depending on availability under the ABL Facility. We pay an annual commitment fee between 0.25% and 0.375% on the unused portion of the commitments under the ABL Facility. As of September 24, 2016, we had $211.3 million available under the ABL Facility. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies. The ABL Facility matures on October 15, 2019.

The ABL Facility permits us to request increases in the amount of the commitments under the ABL Facility up to an aggregate maximum amount of $100 million, subject to certain conditions.

Australia Senior Secured Credit Facility

In October 2015, JELD-WEN of Australia Pty. Ltd., or “JWA”, amended its credit agreement, or, as amended, the “Australia Senior Secured Credit Facility”, to provide for an AUD $20 million cash advance facility, an AUD $6 million interchangeable facility for guarantees/letters of credit, an AUD $7 million electronic payaway facility, an AUD $1.5 million asset finance facility, an AUD $600,000 commercial card facility, and an AUD $5 million overdraft facility. In January 2016, the Australia Senior Secured Credit Facility was further amended to reduce the cash advance facility to AUD $18 million, and increase the interchangeable facility for guarantees/letters of credit to AUD $8 million. In addition, the commercial card facility was increased to AUD $950,000. The Australia Senior Secured Credit Facility matures in June 2019. Loans under the revolving portion of the Australia Senior Secured Credit Facility bear interest at the BBR rate plus a margin of 0.75%, and a commitment fee of 1.15% is also paid on the entire amount of the revolving credit facility. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00%, and a commitment fee of 1.15% is paid on the entire amount of the overdraft facility. As of September 24, 2016, we had AUD $6.4 million (or $4.9 million) of guarantees outstanding and AUD $0.1 million (or $0.1 million) of utilization of the commercial card facility, with AUD $34.0 million (or $25.9 million) available under this facility. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum ratio of consolidated debt to adjusted EBITDA (as calculated therein) ratio. The Australia Senior Secured Credit Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. As of September 24, 2016, we were in compliance with the terms of the Australia Senior Secured Credit Facility.

Euro Revolving Facility

In January 2015, JELD-WEN of Europe B.V. (which was subsequently merged with JELD-WEN A/S, which survived the merger) entered into the Euro Revolving Facility, a €39 million revolving credit facility, which includes an option to increase the commitment by an amount of up to €10 million, with a syndicate of lenders and Danske Bank A/S, as agent. The Euro Revolving Facility matures on January 30, 2019. Loans under the Euro Revolving Facility bear interest at CIBOR, CHR LIBOR, EURIBOR, NIBOR, STIBOR or LIBOR, depending on the currency, plus a margin of 2.5%, and a commitment fee of 1% is also paid on the entire amount of the revolving credit facility calculated on a day-to-day basis. As of September 24, 2016, we had less than €0.1 million (or $0.1 million) in borrowings and €1.1 million (or $1.3 million) of bank guarantees outstanding, and €37.9 million (or $42.4 million) available under this facility. The Euro Revolving Facility requires JELD-WEN A/S to maintain certain financial ratios, including a maximum ratio of senior leverage to adjusted EBITDA (as calculated therein), and a minimum ratio of adjusted EBITDA (as calculated therein) to net finance charges. In addition, the Euro Revolving Facility has various non-financial covenants including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. As of September 24, 2016, we were in compliance with the terms of the Euro Revolving Facility.

Mortgage Note

In December 2007, JELD-WEN Danmark A/S entered into thirty-year mortgage notes secured by land and buildings with principal payments beginning in 2018 that will fully amortize the principal by the end of 2037. As of September 24, 2016, we had DKK 208.1 million (or $31.3 million) outstanding under these notes.

Installment Notes

We entered into installment notes representing insurance premium financing, miscellaneous capitalized equipment lease obligations, and a term loan secured by the related equipment with payments through 2022. As of September 24, 2016, we had $6.1 million outstanding under these notes.

Installment Notes for Stock

We entered into installment notes for stock representing amounts due to former or retired employees for repurchases of our stock that are payable over 5 or 10 years depending on the amount with payments through 2020. As of September 24, 2016, we had $3.4 million outstanding under these notes.

Interest Rate Swaps

We have eight outstanding interest rate swap agreements for the purpose of managing our exposure to changes in interest by effectively converting the interest rate on a portion of the Term Loan Facility to a fixed rate. Two such agreements became effective on September 30, 2015, two on June 30, 2016, and two on September 30, 2016, with the remaining two interest rate swaps scheduled to become effective on December 30, 2016. For additional information on interest rate swaps, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk”. The counterparties for these swap agreements are Royal Bank of Canada, Barclays Bank PLC, and Wells Fargo Bank, N.A. The aggregate notional amount covered under these agreements, which are all forward starting and expire on September 30, 2019, totals $972.0 million as of September 24, 2016. The table below sets forth the period, notional amount and fixed rates for our interest rate swaps:


Period	Notional		Fixed Rate
	(dollars in thousands)
September 2015 – September 2019	$	273,000		1.997	%
September 2016 – September 2019	$	273,000		2.353	%
June 2016 – September 2019	$	213,000		2.126	%
December 2016 – September 2019	$	213,000		2.281	%

Each of the swap agreements receives a floating rate based on three-month LIBOR and is settled every calendar quarter-end. The effect of these swap agreements is to lock in a fixed rate of interest on the aggregate notional amount hedged of approximately 2.1876% plus the applicable margin paid to lenders over three-month LIBOR. At September 24, 2016, the effective rate on the aggregate notional amount hedged (including the applicable margin paid to lenders over three-month LIBOR) was approximately 6.3184%. These swaps have been designated as cash flow hedges against variability in future interest rate payments on the Term Loan Facility and are marked to market through consolidated other comprehensive income (loss).

A hypothetical increase or decrease in interest rates of 1.0% (based on variable rate debt outstanding as of September 24, 2016 and taking into account the six interest rate swaps that were in effect on that date) would have increased or decreased our interest expense by $8.5 million for the nine months ended September 24, 2016 and $11.6 million for the year ended December 31, 2015.

Repaid Long-Term Debt

Former Senior Secured Notes

In October 2011, JWI issued $460 million of senior secured notes. The interest rate on the senior secured notes was 12.25%, with interest payable semi-annually and all principal amounts due on October 15, 2017. All of our outstanding 12.25% senior secured notes were redeemed in October 2014 at a premium over face value of $28.2 million with a portion of the proceeds from the Initial Term Loans. In connection with the extinguishment of the notes, we expensed $28.4 million in unamortized premium paid to the bondholders and bank fees.

Former Senior Secured Credit Facility—United States and Europe

In October 2011, JWI and JELD-WEN of Europe B.V. entered into a senior secured credit agreement for up to $300 million of revolving credit loans with a $75 million sublimit for the issuance of letters of credit and a $100 million sublimit for borrowings by JELD-WEN of Europe B.V. The agreement required us to maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated total leverage ratio and limited certain investments, restricted payments, asset sales and our ability to incur additional debt and liens. The base interest rate was determined using the highest of the overnight Federal Funds rate plus 0.5%, the Eurodollar rate plus 1.0% or the prime rate with a margin that varied based on our consolidated leverage ratio. Base rate loan margins ranged from 1.5% to 3.0%. Eurodollar based loans had margins ranging from 2.5% to 4.0% with a current margin of 3.0%. In October 2012, JWI and JELD-WEN of Europe B.V. amended and restated the senior secured credit agreement to add a $30 million term loan that bore interest at the Eurodollar rate plus 3.5% or the base rate plus 2.5%. In June 2013, JWI and JELD-WEN of Europe B.V. amended the senior secured credit agreement to add a $70 million term loan and also to provide for certain other amendments. Obligations outstanding under the $70 million term loan bore interest at the Eurodollar rate plus 3.5% or the base rate plus 2.50%, subject to a leverage-based step-down. All amounts outstanding under the former senior secured credit facilities were repaid in October 2014 with a portion of the proceeds from the Initial Term Loans and we expensed unamortized fees of $22.6 million in connection therewith.

As described above, in November 2016, the Amended Term Loans effectively replaced the Initial Term Loans and the 2015 Incremental Term Loans.

Contractual Obligations

The following table summarizes our significant contractual obligations at December 31, 2015 and does not give effect to the $375 million of incremental term loans and the term loan repricing which occurred on November 1, 2016:


	Payments Due By Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(dollars in thousands)
Contractual Obligations ⁽¹⁾
Long-term debt obligations	$	1,282,680	$	14,708	$	28,792	$	29,952	$	1,209,228
Capital lease obligations		4,537		1,886		1,645		1,006		—
Operating lease obligations		100,018		30,525		41,890		21,576		6,027
Purchase obligations ⁽²⁾		936		497		439		—		—
Interest on long-term debt obligations ⁽³⁾		403,062		68,254		134,073		131,412		69,323

Totals:	$	1,791,233	$	115,870	$	206,839	$	183,946	$	1,284,578

(1)

Not included in the table above are our unfunded pension liabilities totaling $115.4 million and uncertain tax position liabilities of $11.6 million as of December 31, 2015, for which the timing of payment is unknown. In addition, we may be required to make significant payments under the Tax Receivable Agreement that are not included above. Assuming no material changes in the relevant tax law, no changes to current limitations on our ability to utilize our net operating losses under Section 382 of the Code, and that we earn sufficient income to actually realize the full benefits of the Pre-IPO Tax Attributes, we would expect that future payments under the Tax Receivable Agreement will be approximately $ in the aggregate. The exact amount of future payments under the Tax Receivable Agreement in any given year will depend on, among other things, the amount of income earned by us in such year, and the jurisdiction in which such income is earned. For example, assuming no material changes in the relevant tax law and no changes to current limitations on our ability to utilize our net operating losses under Section 382 of the Code, we will be obligated to make payments under the Tax Receivable Agreement of approximately $3.3 million for every $10 million of U.S. federal taxable income earned by us (without regard to the Pre-IPO Tax Attributes or other tax attributes subject to the Tax Receivable Agreement) that is offset by U.S. federal net operating losses that are Pre-IPO Tax Attributes. However, the amount of payments that we will owe under the Tax Receivable Agreement with respect to state and foreign taxes will vary depending on, among other things, the tax rate in those jurisdictions and the amount of income earned by us in those jurisdictions. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” for a complete discussion of our obligations under the Tax Receivable Agreement.

(2)	Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction. The obligation reflected in the table relates primarily to a sponsorship agreement.

(3)

Interest on long-term debt obligations is calculated based on debt outstanding and interest rates in effect on December 31, 2015, taking into account scheduled maturities and amortizations and including the impact of our two interest rate swaps that were in effect on that date, but without giving effect to the two interest rate swaps that took effect on June 30, 2016, the two interest rate swaps that took effect on September 30, 2016, and those scheduled to take effect on December 30, 2016. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Interest Rate Swaps” for a description of when such swap agreements will become effective. Interest on debt denominated in other currencies is calculated based on the exchange rate at December 31, 2015.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of its financial conditions and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the

results of which may differ from these estimates. Our significant accounting policies are fully disclosed in our annual consolidated financial statements included elsewhere in this prospectus. We consider the following policies to be most critical in understanding the judgments that are involved in preparing our consolidated financial statements. For a discussion of new accounting pronouncements that may affect us, refer to Note 1— Summary of Significant Accounting Policies under the heading “Recently Issued Accounting Standards” in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

Revenue Recognition

We recognize revenue when four basic criteria have been met: (i) persuasive evidence of a customer arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred or services have been rendered. We recognize revenue based on the invoice price less allowances for sales returns, cash discounts, and other deductions as required under GAAP. Amounts billed for shipping and handling are included in net revenues, while costs incurred for shipping and handling are included in cost of sales. Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods during which such future benefits are realized.

Acquisitions

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. If the fair value of the acquired assets exceeds the purchase price the difference is recorded as a bargain purchase in other income (expense). Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be reflected in the comparative consolidated financial statements in the period in which the adjustment amount will be determined. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Newly acquired entities are included in our results from the date of their respective acquisitions.

Allowance for Doubtful Accounts

Substantially all accounts receivable arise from sales to customers in our manufacturing and distribution businesses and are recognized net of offered cash discounts. Credit is extended in the normal course of business under standard industry terms that normally reflect 60 day or less payment terms and do not require collateral. An allowance is recorded based on a variety of factors, including the length of time receivables are past due, the financial health of our customers, unusual macroeconomic conditions and historical experience. If the customer’s financial conditions were to deteriorate resulting in the inability to make payments, additional allowances may need to be recorded which would result in additional expenses being recorded for the period in which such determination was made.

Inventories

Inventories are valued at the lower of cost or market and are determined by the first-in-first-out, or “FIFO”, or average cost methods. We record provisions to write-down obsolete and excess inventory to estimated net realizable value. The process for evaluating obsolete and excess inventory requires us to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold.

Intangible Assets

Definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives that typically range from 5 to 40 years. The lives of definite lived intangible assets are reviewed and reduced if necessary whenever changes in their planned use occur. Legal and registration costs related to internally developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life. The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable.

Long-Lived Assets

Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or a change in utilization of property and equipment.

We group assets to test for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the assets.

When evaluating long-lived assets and definite lived intangible assets for potential impairment, the first step to review for impairment is to forecast the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then an impairment charge is required to reduce the carrying value of the asset to fair value. If we recognize an impairment loss, the carrying amount of the asset is adjusted to fair value based on the discounted estimated future net cash flows and will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated over the remaining useful life of that asset. For an amortizable intangible asset, the new cost basis will be amortized over the remaining useful life of the asset. Our impairment loss calculations require management to apply judgments in estimating future cash flows to determine asset fair values, including forecasting useful lives of the assets and selecting the discount rate that represents the risk inherent in future cash flows.

Goodwill

Goodwill is tested for impairment on an annual basis and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Current accounting guidance provides an entity the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more likely than not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required.

If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including attributable goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed.

projections are assumptions and estimates of our future revenue growth rates, profit margins, business plans, cost of capital and tax rates. Our judgments with respect to these metrics are based on historical experience, current trends, consultations with external specialists, and other information. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.

As of September 24, 2016, the fair value of our North America, Europe and Australasia reporting units would have to decline by approximately 68%, 50%, and 44%, respectively, to be considered for potential impairment.

Warranty Accrual

Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next twelve months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of our valuation allowance will no longer be needed. The potential release of the valuation allowance is dependent on our ability to achieve sustained profitable operations from continued execution of our operating strategy. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease in the provision for income taxes for the period the release is recorded. However, we will enter into a Tax Receivable Agreement that will provide for the payment by us to our Pre-IPO Shareholders of 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of (i) the Pre-IPO Tax Attributes and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. Following this offering, we expect to use cash and borrowings under our revolving credit facilities to fund any payments that we will be required to make under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement”. Therefore, the exact timing and amount of the valuation allowance release and the ultimate impact on our financial statements are subject to change on the basis of the level of profitability that we are able to actually achieve and the terms outlined in the Tax Receivable Agreement.

The tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not to be sustained, based on the technical merits of the position and the

jurisdiction. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

We file a consolidated federal income tax return in the United States and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any state and foreign income taxes refundable and payable are reported in other current assets and accrued income taxes payable in the consolidated balance sheets. We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations.

Derivative Financial Instruments

We utilize derivative financial instruments to manage interest rate risk associated with our borrowings and foreign currency exposures related to subsidiaries that operate outside the United States and use their local currency as the functional currency. We record all derivative instruments in the consolidated balance sheets at fair value. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met and we elect hedge accounting prior to entering into the derivative. If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in the results of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in consolidated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings. At the inception of a fair value or cash flow hedge transaction, we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, we assess both at inception of the hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is recognized in our consolidated statements of operations.

Share-based Compensation Plan

We have a share-based compensation plan, which provides for compensation to employees through various grants of share-based instruments. We apply the fair value method of accounting using the Black-Scholes option pricing model to determine the compensation expense for stock appreciation rights. The compensation expense for restricted stock units awarded is based on the fair value of the restricted stock units at the date of grant. Compensation expense is recorded in the consolidated statements of comprehensive income (loss) and is recognized over the requisite service period. The determination of obligations and compensation expense requires the use of several mathematical and judgmental factors, including stock price, expected volatility, the anticipated life of the option, and estimated risk-free rate and the number of shares or share options expected to vest. Any difference in the number of shares or share options that actually vest can affect future compensation expense. Other assumptions are not revised after the original estimate. For stock options granted prior to this offering, we prepared the valuations with the assistance of a third-party valuation firm, utilizing approaches and methodologies consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation , and information provided by our management, including historical and projected financial information, prospects and risks, our performance, various corporate documents, capitalization, and economic and financial market conditions. With our third-party valuation firm, we also utilized other economic, industry, and market information obtained from other resources considered reliable.

The Black-Scholes option-pricing model requires the use of weighted average assumptions for estimated expected volatility, estimated expected term of stock options, risk-free rate, estimated expected dividend yield,

and the fair value of the underlying common stock at the date of grant. Because we do not have sufficient history to estimate the expected volatility of our common stock price, expected volatility is based on a selection of public guideline companies. We estimate the expected term of all stock options based on previous history of exercises. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock option. The expected dividend yield is 10 percent which is consistent with the preferred stock dividend rate. The fair value of the underlying common stock at the date of grant is discussed below. We estimate forfeitures based on our historical analysis of actual stock option forfeitures. Actual forfeitures are recorded when incurred and estimated forfeitures are reviewed and adjusted at least annually.

Common Stock Valuations

Due to the absence of an active market for our common stock, the fair value of our common stock is determined in good faith by our management, with the assistance and upon the recommendation of management, based on a number of objective and subjective factors consistent with the methodologies outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, referred to as the AICPA Practice Aid.

The key assumptions we used in our valuations to determine the fair value of our common stock on each valuation date included forecasted financial performance, multiples of guideline public companies, and a lack of marketability discount.

Employee Retirement and Pension Benefits

The obligations under our defined benefit pension plans are calculated using actuarial models and methods. The most critical assumption and estimate used in the actuarial calculations is the discount rate for determining the current value of benefit obligations. Other assumptions and estimates used in determining benefit obligations and plan expenses include expected return on plan assets, inflation rates, and demographic factors such as retirement age, mortality, and turnover. These assumptions and estimates are evaluated periodically and are updated accordingly to reflect our actual experience and expectations.

The discount rate used to determine the benefit obligations was computed through a projected benefit cash flow model. This approach determines the discount rate as the rate that equates the present value of the cash flows (determined using that single rate) to the present value of the cash flows where each cash flow’s present value is determined using the spot rates from the November 30, 2015 Citigroup Liability Discount Curve.

The discount rate utilized to calculate the projected benefit obligation at the measurement date for our U.S. pension plan increased to 4.25% at December 31, 2015 from 3.75% at December 31, 2014. As the discount rate is reduced or increased, the pension and post retirement obligation would increase or decrease, respectively, and future pension and post-retirement expense would increase or decrease, respectively. Lowering the discount rate by 0.25% would increase the pension and post-retirement obligation at December 31, 2015 by approximately $17.2 million and would increase estimated fiscal year 2016 expense by approximately $2.3 million. Increasing the discount rate by 0.25% would decrease the pension and post retirement obligation at December 31, 2015 by approximately $13.8 million and would decrease estimated fiscal year 2016 expense by approximately $2.1 million.

We determine the expected long-term rate of return on plan assets based on the plan assets’ historical long-term investment performance, current asset allocation, and estimates of future long-term returns by asset class. Holding all other assumptions constant, a 1% increase or decrease in the assumed rate of return on plan assets would have decreased or increased, respectively, 2015 net periodic pension expense by approximately $2.9 million.

The actuarial assumptions we use in determining our pension benefits may differ materially from actual results because of changing market and economic conditions, higher or lower withdrawal rates, or longer or

shorter life spans of participants. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions might materially affect our financial position or results of operations.

Capital Expenditures

We expect that the majority of our capital expenditures will be focused on supporting our cost reduction and efficiency improvement projects, certain growth initiatives, and to a lesser extent, on sustaining our current manufacturing operations. We are subject to health, safety, and environmental regulations that may require us to make capital expenditures to ensure our facilities are compliant with those various regulations.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various types of market risks, including the effects of adverse fluctuations in foreign currency exchange rates, adverse changes in interest rates, and adverse movements in commodity prices for products we use in our manufacturing. To reduce our exposure to these risks, we maintain risk management controls and policies to monitor these risks and take appropriate actions to attempt to mitigate such forms of market risk.

Exchange Rate Risk

We have global operations and therefore enter into transactions denominated in various foreign currencies. To mitigate cross-currency transaction risk, we analyze significant exposures where we have receipts or payments in a currency other than the functional currency of our operations, and from time to time we may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. We also are subject to currency translation risk associated with converting our foreign operations’ financial statements into U.S. dollars. We use short-term foreign currency forward contracts and swaps to mitigate the impact of foreign exchange fluctuations on consolidated earnings. We use foreign currency derivative contracts, with a total notional amount as of September 24, 2016 of $42.6 million, in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory, capital expenditures, and certain intercompany transactions that are denominated in foreign currencies. We use foreign currency derivative contracts, with a total notional amount as of September 24, 2016 of $127.4 million, to hedge the effects of translation gains and losses on intercompany loans and interest. We also use foreign currency derivative contracts, with a total notional amount as of September 24, 2016 of $128.0 million, to mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars. We do not use derivative financial instruments for trading or speculative purposes.

Interest Rate Risk

We are subject to interest rate market risk in connection with our long-term debt, which is primarily floating rate. To manage our interest rate risk we enter into interest rate swaps where we deem it appropriate. We do not use financial instruments for trading or other speculative purposes and are not a party to any leveraged derivative instruments. Our net exposure to interest rate risk is based on the difference between outstanding variable rate debt and the notional amount of our designated interest rate swaps. We assess interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate risk attributable to both our outstanding or forecasted debt obligations as well as any offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

Our primary interest rate risk is associated with our credit facilities in the United States, Canada, Australia, and Europe. A hypothetical 100 basis point increase in interest rates would result in an additional $16.5 million

in interest expense per annum under our credit facilities, assuming fully-drawn utilization of each facility. Accordingly, we entered into forward starting interest rate swap agreements to effectively change the interest rate on a portion of our variable rate Term Loan Facility to a fixed rate. As of September 24, 2016 we had eight outstanding forward starting interest rate swaps that expire in 2019, two of which became effective September 30, 2015, two of which became effective on June 30, 2016, and two of which became effective on September 30, 2016, with the remaining interest rate swaps scheduled to become effective on December 30, 2016. These eight interest rate swaps hedge $972 million of floating rate debt. Accordingly, after giving effect to such interest rate swaps, a hypothetical 100 basis point increase in interest rates would result in an additional $6.7 million in interest expense per annum under our credit facilities, assuming fully-drawn utilization of each facility. All eight interest rate swaps have been designated as cash flow hedges against variability in future interest rate payments on the Term Loan Facility and are marked to market through consolidated other comprehensive income (loss). Gains and losses are realized in other income (loss) at the time of settlement payment from or to the swap counterparty.

By using derivative financial instruments to hedge exposures to changes in interest rates and foreign currency fluctuations, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we are not exposed to the counterparty’s credit risk in those circumstances. We attempt to minimize counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is at least Aa. Our derivative instruments do not contain credit risk related contingent features.

Raw Materials Risk

Our major raw materials include glass, vinyl extrusions, aluminum, steel, wood, hardware, adhesives, and packaging. Prices of these commodities can fluctuate significantly in response to, among other things, variable worldwide supply and demand across different industries, speculation in commodities futures, general economic or environmental conditions, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs, and product and process evolutions that impact demand for the same materials. Increasing raw material prices directly impact our cost of sales, and our ability to maintain margins depends on implementing price increases in response to increasing raw material costs. The market for our products may or may not accept price increases, and as such there is no assurance that we can maintain margins in an environment of rising commodity prices. See “Risk Factors—Risks Relating to Our Business and Industry—Prices of the raw materials we use to manufacture our products are subject to fluctuations, and we may be unable to pass along to our customers the effects of any price increases”.

We have not historically used derivatives or similar instruments to hedge commodity price fluctuations. We purchase from multiple, geographically diverse companies in order to mitigate the adverse impact of higher prices for our raw materials. We also maintain other strategies to mitigate the impact of higher raw material, energy, and commodity costs, which typically offset only a portion of the adverse impact.

BUSINESS

Our Company

We are one of the world’s largest door and window manufacturers, and we hold the #1 position by net revenues in the majority of the countries and markets we serve. We design, produce, and distribute an extensive range of interior and exterior doors, wood, vinyl, and aluminum windows, and related products for use in the new construction and R&R of residential homes and, to a lesser extent, non-residential buildings. We attribute our market leadership to our well-established brands, broad product offering, world-class manufacturing and distribution capabilities, and our long-standing customer relationships. Our goal is to achieve best-in-industry financial performance through the rigorous execution of our strategies, to reduce costs and improve quality through the implementation of operational excellence programs, drive profitable organic growth, pursue strategic acquisitions, and develop top talent.

LOGO

(1)	Percentage of net revenues by construction application is a management estimate based on the end markets into which our customers sell.

We believe our global diversification will continue to support our growth as construction activity across our various end markets continues to expand. This diversification also helps to insulate us against over-dependence on the construction trends of any particular market or region.

Our History

In October 2011, Onex acquired a majority of JELD-WEN’s voting interests. The initial investment was made in two tranches: (i) an investment in our convertible preferred stock representing an ownership stake of approximately 58%, and (ii) convertible notes redeemable within 18 months with proceeds from the operations and sale of certain non-core assets (comprised of real estate, service businesses, and other assets not related to door and window manufacturing). In April 2013, the outstanding balance of our convertible notes was converted into additional shares of convertible preferred stock. Subsequent to the initial investment, Onex made two follow-on investments. In 2012, Onex invested $50.0 million to fund a portion of the purchase price of our acquisition of CMI in exchange for additional shares of convertible preferred stock. In 2014, Onex also acquired common stock from an existing common shareholder. As of September 24, 2016, Onex owned approximately 84% of our outstanding common stock on an as-converted basis.

Our Transformation

After the Onex Investment, we began the transformation of our business from a family-run operation to a global organization with independent, professional management. The transformation accelerated after 2013 with the hiring of a new senior management team strategically recruited from a number of world-class industrial companies. Our new management team has decades of experience driving operational improvement, innovation, and growth, both organically and through acquisitions. We believe that the collective talent and experience of our team is a distinct competitive advantage. Under the leadership of our senior management team, we are systematically transforming our business through the application of process improvement and management tools focusing on three strategic areas: (i) operational excellence by implementing JEM; (ii) profitable organic growth; and (iii) strategic acquisitions. Together with our relentless focus on talent development, we are streamlining our operations, enhancing our manufacturing productivity and quality, leveraging our global sourcing capabilities, aligning our channel management strategies, investing in our brands, driving new product innovations, optimizing our pricing strategy, and executing on strategic acquisitions.


Name	Position	Joined JELD-WEN	Prior Experience

Kirk Hachigian	Executive Chairman	2014	Cooper Industries plc, GE Lighting, and Bain & Company

Mark Beck	President & Chief Executive Officer	2015	Danaher Corporation and Corning Incorporated

L. Brooks Mallard	Executive Vice President & Chief Financial Officer	2014	TRW Automotive Holdings Corporation, Eaton Corporation plc, Cooper Industries plc, and Thomas & Betts Corporation

Laura W. Doerre	Executive Vice President, General Counsel and Chief Compliance Officer	2016	Nabors Industries Ltd.

John Dinger	Executive Vice President & President, North America	2015	Eaton Corporation plc and Cooper Industries plc

Peter Maxwell	Executive Vice President & President, Europe	2015	Eaton Corporation plc and Cooper Industries plc

Peter Farmakis	Executive Vice President & President, Australasia	2013	Dexion Limited, Ciba Specialty Chemicals Corporation, and Smorgon Steel Group Limited

John Linker	Senior Vice President, Corporate Development & Investor Relations	2012	United Technologies Corporation, Goodrich Corporation, and Wells Fargo & Company

Our efforts to date have resulted in significant growth in our profitability. Our Adjusted EBITDA margin has increased by over 580 basis points and our Adjusted EBITDA has grown at a 37.7% CAGR from the year ended December 31, 2013 through the twelve-month period ended September 24, 2016. We are in the early stages of implementing our business transformation and, as a result, we believe we have an opportunity to continue growing our profitability faster than the growth in our end markets.

Our Competitive Strengths

Global Industry Leader With Strong Brands

World-Class Leadership Implementing Lasting Operational Improvements

Multiple Levers To Grow Earnings

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operational excellence programs to improve our profit margins and free cash flow by reducing costs and improving quality;

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initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and

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acquisitions to expand our business.

Long-Standing Customer Relationships

We have long-established relationships with our customers throughout our end markets, including retail home centers, wholesale distributors, and building product dealers. Our relationships are built upon the strength of our brands, the breadth of our product offering, our focus on customer service, and our commitment to quality and innovation. We believe that we are uniquely positioned to serve our large national and multinational customers, because of the breadth of our global manufacturing and sales network. The majority of our top ten customers have purchased our products for 17 years or more. In many of our key markets, we are the only competitor that can offer our customers a diverse range of multiple door and window product lines, further strengthening our relationships with our largest customers. Our relationships with leading distributors and retailers in each of our geographic end markets position us to benefit from the long-term growth in the global housing market and provide us with a valuable network for the introduction of new products developed internally or added through acquisition.

Significant Diversification Across End Markets, Channels, and Geographies

We believe that the diversity of our revenue base across end markets, channels, and geographies provides us with significant benefits relative to our competitors. For example, our diversity with respect to construction application provides insulation from specific trends in our end markets. We believe that this diversification provides us with greater business stability than if we participated in a single market and allows us to participate in growth across all phases of the construction cycle. Furthermore, our global platform of 115 manufacturing facilities across 19 countries enables us to serve customers across approximately 82 countries and helps limit our dependence on a specific geographic region. Although we generate approximately 60% of our net revenues in North America, positioning us for continued growth from the ongoing recovery in the U.S. domestic construction markets, we also generate approximately one-third of our net revenues from a diverse set of European markets that we believe are in the earlier stages of recovery.

Broad Global Manufacturing Network, Vertically Integrated In Key Product Lines

We have invested significant capital to build our global network of 115 manufacturing facilities that is unique among our competition in terms of capability, scale, and capacity. The global nature of our operations allows us to leverage key functions across these operations, such as sourcing and engineering. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities and quality control as well as providing us with supply chain, transportation, and working capital savings. For example, we manufacture our own molded interior door skins for use in North America, France, and the United Kingdom, where molded doors are the predominant residential interior door type. As another example of our vertical integration, in our North American wood window business, we start with a whole log, which we cut into lumber at our own sawmill facility, craft the critical components for our window products, and treat the finished product with our proprietary AuraLast wood treatment process. Our operating platform allows us to deliver our broad portfolio of products to customers across the globe, enhances our ability to innovate, optimizes our cost structure, provides greater value and improved service to our customers, and strengthens our market positions.

Our Business Strategy

We seek to achieve best-in-industry financial performance through the disciplined execution of:

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operational excellence programs, such as JEM, to improve our profit margins and free cash flow by reducing costs and improving quality;

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initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and

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acquisitions to expand our business.

Expand Our Margins and Free Cash Flow Through Operational Excellence

With 115 manufacturing facilities around the world and over 20,000 dedicated employees, we have a global manufacturing footprint that is unique in the door and window industry. We have identified a substantial opportunity to improve our profitability by building a culture of operational excellence and continuous improvement across all aspects of our business through our JEM initiative. Historically, we were not centrally managed and had a limited focus on continued cost reduction, operational improvement, and strategic material sourcing. This resulted in profit margins that were lower than our building products peers and far lower than what would typically be expected of a world-class industrial company.

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reducing labor costs, overtime, and waste by optimizing planning and manufacturing processes;

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reducing warranty costs by improving quality.

Drive Profitable Organic Sales Growth

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a new pivot door series, a wood window line extension and the Alumiere aluminum window series. In Europe, we recently launched new steel door product lines that provide enhanced levels of security, safety, and impact resistance. While product specifications and certifications vary from country to country, the global nature of our operations allows us to leverage our global innovation capabilities and share new product designs across our markets. An example of global sharing of innovation is the “soft close” door system, which is based on hardware originally designed and manufactured by our European operations that is now being offered in North America and Australia.

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Complement Core Earnings Growth With Strategic Acquisitions

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market leading positions, and realize synergies through the elimination of duplicate costs. Our recent acquisitions of Dooria in Norway and Trend in Australia are examples of this strategy.

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Enhancing Our Product Portfolio : We strive to provide the broadest range of doors and windows to our customers so that we can enhance our share of their overall spend. Along with our organic new product development pipeline, we seek to expand our door and window product portfolio by acquiring companies that have developed unique products, technologies, or processes. Our recent acquisitions of Karona (stile and rail doors), LaCantina (folding and sliding wall systems), Aneeta (sashless windows), and Breezway (louver windows) are examples of this strategy.

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Our Products

Doors

We are the #1 residential door provider by net revenues in the majority of our geographic markets. We hold #1 positions in residential doors by net revenues in the United States, Australia, Germany, Switzerland, and Scandinavia (which is comprised of Denmark, Sweden, Norway, and Finland). We hold #2 positions in residential doors by net revenues in Canada, the United Kingdom, and Austria. We offer a full line of residential interior and exterior door products, including patio doors and folding or sliding wall systems. Our non-residential door product offering is concentrated in Europe, where we are the #1 non-residential door provider by net revenues in Germany, Austria, Switzerland, and Scandinavia. In order to meet the style, design, and durability needs of our customers across a broad range of price points, our product portfolio encompasses many types of materials, including wood veneer, composite wood, steel, glass, and fiberglass. Our interior and exterior residential door models generally retail at prices ranging from $30 to $40 for our most basic products to several thousand dollars for our high-end exterior doors. Our highest volume products include molded interior doors, which are made from two composite molded door skins joined by a wooden frame and filled with a hollow honey-cell core or other solid core materials. These low-cost doors are the most popular choice for interior residential applications in North America and also are prevalent in France and the United Kingdom. In Europe, we also sell highly engineered non-residential doors, with features such as soundproofing, fire resistance, radiation resistance, and added security. We also manufacture stile and rail doors in our Southeast Asia manufacturing facilities, as well as in the United States through our recent acquisition of Karona. Additionally, we offer profitable value-add services in all of our markets, including pre-hanging and pre-finishing. These services are valued by labor constrained customers and allow us to capture more profit from the sale of our door products. Our newest door product offering includes folding and sliding wall systems through our recent acquisition of LaCantina, which closed in October 2015.

We manufacture our own composite molded skins for our interior door business. In the last several years, we have added significant door skin capacity into the North America market, primarily as a result of the opening of our facility in Dodson, Louisiana.

Windows

aluminum windows in Australia, and wood windows in the United Kingdom. Our window product lines comprise a full range of styles, features, and energy-saving options in order to meet the varied needs of our customers in each of our regional end markets. For example, our high performance wood and vinyl windows with multi-pane glazing and superior energy efficiency properties are in greater demand in Canada and the northern United States. By contrast, our lower-cost aluminum framed windows are popular in some regions of the southern United States, while in coastal Florida certain local building codes require windows that can withstand the impact of debris propelled by hurricane-force winds. Wood windows are prevalent as a high-end option in all of our markets because they possess both insulating qualities and the beauty of natural wood. In North America our wood windows and patio doors include our proprietary AuraLast treatment, which is a unique water-based wood protection process that provides protection against wood rot and decay. We believe AuraLast is unique in its ability to penetrate and protect the wood through to the core, as opposed to being a shallow or surface-only treatment. Our newest window product offerings include sashless window systems through our recent acquisition of Aneeta which closed in August 2015. Our windows typically retail at prices ranging from $100 to $200 for a basic vinyl window to over $1,000 for a custom energy-efficient wood window. We believe that our innovative energy-efficient windows position us to benefit from increasing environmental awareness among consumers and from changes in local building codes. In recognition of our expansive energy-efficient product line, we have been an ENERGY STAR partner since 1998.

Other Ancillary Products and Services

In certain regions, we sell a variety of other products that are ancillary to our door and window offerings, which we do not classify as door or window sales. These products include shower enclosures and wardrobes, moldings, trim board, lumber, cutstock, glass, staircases, hardware and locks, cabinets, and screens. Molded door skins sold to certain third-party manufacturers, as well as miscellaneous installation and other services, are also included in this category.

We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts, pursuant to which that contract will expire at the end of its term. The counterparty to this agreement has asserted various claims against us and has filed a complaint on purported antitrust, breach of contract, breach of warranty, and tort grounds. We believe their claims lack merit and intend to defend vigorously against this action. For additional information, see “—Legal Proceedings”.

Our End Markets

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The table below highlights the breadth of our global operations as of and for the year ended December 31, 2015:


	North America	Europe	Australasia

% Net Revenues	60%	29%	11%
Manufacturing Facilities ⁽¹⁾	44	28	43

Key Market Positions ⁽²⁾	• #1 in residential doors in the United States • #2 in residential doors in Canada • #3 in residential windows in the United States and Canada	• #1 in residential and non-residential doors in Germany, Switzerland, and Scandinavia • #1 in non-residential doors and #2 in residential doors in Austria • #2 in non-residential doors and #3 in residential doors in France • #2 in residential doors in the United Kingdom	• #1 in residential doors in Australia • #1 in residential windows in Australia

Net Revenues by Product Type	• Doors (57%) • Windows (33%) • Other (10%)	• Doors (92%) • Windows (3%) • Other (5%)	• Doors (42%) • Windows (30%) • Other (28%)

Net Revenues by Construction Application ⁽³⁾	• Residential R&R (52%) • Residential new construction (46%) • Non-residential (2%)	• Residential R&R (44%) • Residential new construction (26%) • Non-residential (30%)	• Residential R&R (26%) • Residential new construction (72%) • Non-residential (2%)

Key Brands ⁽¹⁾	• JELD-WEN • CraftMaster • LaCantina • Karona	• JELD-WEN • Swedoor • DANA • Dooria • Kilsgaard	• JELD-WEN • Stegbar • Corinthian • Trend • Aneeta • Regency • Breezway

(1)	As of September 24, 2016.

(2)	Based on the Freedonia Report. Our market position is based on rankings by net revenues.

(3)	Percentage of net revenues by construction application is a management estimate based on the end markets into which our customers sell.

North America

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provide these markets with enhanced stability during periods of stagnant or declining new construction activity. According to the U.S. Census Bureau, total housing starts in 2014 and 2015 were 1.0 million and 1.1 million units, respectively, significantly below the 20 and 50-year averages of 1.5 million units. According to the Joint Center for Housing Studies, residential R&R spending reached $285.4 billion in 2015, which was an increase of 4.4% from $273.3 billion in 2014. We believe that our leading position in the North American market will enable us to benefit from continued recovery in residential construction activity over the next several years.

Europe

Australasia

In our Australasia segment, we primarily compete in the market for residential doors and windows in Australia, where we hold the #1 position by net revenues. According to the Freedonia Report, the market for residential door and window products in Australia generated approximately $1.4 billion in sales in 2015. We believe that our total market opportunity in the Australasian region is significantly larger and includes non-residential applications, and other countries in the region, as well as other related building products, and value-added services. For example, we also sell a full line of shower enclosures and wardrobes throughout Australia. In 2015, new housing and R&R spend increased 6.1% and 2.7%, respectively, according to Australia’s Housing Industry Association.

Materials

Historically our sourcing function primarily operated in a regional, decentralized model. With our recent leadership transformation, we have increased our focus on making global sourcing a competitive advantage, as evidenced by our hiring in 2016 of an experienced procurement executive to lead our global sourcing function. Under his leadership, our focus will be on minimizing material costs through strategic global sourcing and value-added re-engineering of components. We believe leveraging our significant spending and the global nature of our purchases will allow us to achieve these goals.

We generally maintain a diversified supply base for the materials used in our manufacturing operations. Materials represented approximately 53% of our cost of sales in the year ended December 31, 2015. The primary materials used for our door business include wood, wood veneers, wood composites, steel, glass, internally produced door skins, fiberglass compound, and hardware, as well as petroleum based products such as resin and binders. The primary materials for our window business include wood, wood components, glass, hardware, aluminum extrusions, and vinyl extrusions. Wood components for our window operations are sourced primarily from our own manufacturing plants, which allow us to improve margins and take advantage of our proprietary technologies such as our AuraLast wood treatment process.

We track commodities in order to understand our vendors’ costs, realizing that our costs are determined by the broader competitive market as well as by increases in the inputs to our vendors. In order to manage the risk in material costs, we develop strategic relationships with suppliers, routinely evaluate substitute components, develop new products, vertically integrate where applicable and seek alternative sources of supply from multiple vendors and often from multiple geographies.

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Sales and Marketing

We actively market and sell our products directly to our customers around the world through our global sales force and indirectly through our marketing and branding initiatives. Our global sales force, which is organized and managed regionally, includes over 1,000 sales professionals. Our sales force focuses on building and maintaining relationships with key customers as well as managing customer supply needs and arranging in-store promotional initiatives. In North America, we also have a dedicated team that focuses on our large home center customers. We have recently made significant investments in tools and technologies to enhance the effectiveness of our sales force and improve ease of doing business. For example, we are in the process of deploying Salesforce.com on a global basis, which will provide us with a common global customer relationship management platform. In addition, we are in the process of simplifying our order entry process by implementing online configuration tools. We have introduced an electronic ordering system for easy order placement, and we intend to expand our online retail sales. Our new strategy also includes initiatives focused on expanding our market through the use of social media. To date, these initiatives have included hosting videos and increasing our presence on Facebook.

Consistent with our new pricing strategies, we have restructured the commission and incentive plans of our sales team to drive focus on achieving profitable growth. We have also invested significantly in our architectural sales force by adding staff and tools to increase the frequency with which our products are specified by architects. We believe these investments will increase sales force effectiveness, create pull-through demand, and optimize sales force productivity.

We believe that our broad product portfolio of both doors and windows in North America and Australasia is a competitive advantage as it allows us to cross-sell our door and window products to our end customers, many of whom find it more efficient to choose one supplier for their door and window needs on a given project. None of our primary competitors in these regions offer a similarly complete range of windows as well as interior and exterior doors.

Research and Development

Following a number of years during and after the global financial crisis of limited investment in new product development, a core element of our strategy is a renewed focus on innovation and the development of new products and technologies. We believe that leading the market in innovation will enhance demand for our products and allow us to sell a higher margin product mix. Our research and development efforts encompass new product development, derivative product development, as well as value added re-engineering of components in our existing products leading to reduced costs and manufacturing efficiencies. For example, in North America, we have recently increased our investment in research and development by hiring over 20 engineers, who will work closely with our expanded group of product line managers to identify unmet market needs and develop new products. In total, we have increased our research and development headcount by 45 people and launched over 500 products since 2013. We have also designed a new governance process that prioritizes the most impactful projects and is expected to improve the efficiency and quality of our research and development efforts. The governance process is currently being deployed globally, such that we can leverage best practices from region to region. Additionally, a substantial driver of our 2015 acquisition activity was increasing access to new and innovative products. We believe that these investments in research and development will create a competitive advantage for us.

Although product specifications and certifications vary from country to country, the global nature of our operations allows us to leverage our global innovation capabilities and share new product designs across our markets. We believe that the global nature of our research and development capabilities is unique among our door and window competition. An example of global sharing of innovation is the “soft close” door system, which is based on hardware originally designed and manufactured by our European operations that is now being offered in North America and Australia. Additionally, we have successfully launched new door designs into our North American and Australian markets that were originally developed in our European operations.

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Customers

We sell our products worldwide to more than 20,000 customer locations. We have well-established relationships with numerous customers throughout the door and window distribution chain in each of our end markets, including retail home centers, wholesale distributors, and building product dealers that supply homebuilders, contractors, and consumers. Our wholesale customers include such industry leaders as BMC/Stock Building Supply, ProBuild/Builders First Source, American Building Supply, Saint-Gobain, and the Holzring group. Our home center customers include, among others, The Home Depot, Lowes, and Menards in North America; B&Q, Howdens, and Bauhaus in Europe; and Bunnings Warehouse in Australia. We have maintained relationships with the majority of our top ten customers for over 17 years and believe that the strength and tenure of our customer relationships is based on our ability to produce and deliver high-quality products quickly and in the desired volumes for a reasonable cost. Our top ten customers together accounted for approximately 44% of our revenues in the year ended December 31, 2015, and our largest customer, The Home Depot, accounted for approximately 19% of our revenues in the year ended December 31, 2015.

Competition

The door and window industry is highly competitive and includes a number of regional and international competitors. Competition is largely based on the functional and aesthetic quality of products, service quality, distribution capability and price. We believe that we are well-positioned in our industry due to our leading brands, our broad product lines, our consistently high product quality and service, our global manufacturing and distribution capabilities, and our extensive multi-channel distribution. For North American interior doors, our major competitors include Masonite and several smaller independent door manufacturers. For North American exterior doors, competitors include Masonite, Therma-Tru (a division of Fortune Brands), and Plastpro. The North American window market is highly fragmented, with sizeable competitors including Anderson, Pella, Marvin, Ply-Gem, and Milgard (a division of Masco). The door manufacturers that we primarily compete with in our European markets include Huga, Prüm/Garant, Daloc, Masonite, Premdor-France, and Herholz. The competitive landscape in Australia is varied across the door and window markets. In the Australian door market, Hume Doors is our primary competitor, while in the window, shower screen, and wardrobe markets we largely compete against a fragmented set of smaller companies.

Intellectual Property

We rely primarily on patent, trademark, copyright, and trade secret laws and contractual commitments to protect our intellectual property and other proprietary rights. Generally, registered trademarks have a perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. We intend to maintain the trademark registrations listed below so long as they remain valuable to our business.

Our U.S. window and door trademarks include JELD-WEN, AuraLast, MiraTEC, Extira, LaCANTINA, Karona, ImpactGard, JW, Aurora, and IWP. Our trademarks are either registered or have long been used as a common law trademark by the Company. The trademarks we use outside the United States include the Stegbar, Regency, William Russell Doors, Airlite, Trend, The Perfect Fit, Aneeta, Breezway, and Corinthian marks in Australia, and Swedoor, Dooria, DANA, and Alupan in Europe.

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Properties

We operate 115 manufacturing facilities, 25 distribution facilities, and 54 showrooms (which are often co-located with a manufacturing or distribution facility) located in 25 countries. In addition, we also own and lease other properties, including sales offices, closed facilities, and administrative office space in Klamath Falls, Oregon, which we own, as well as Charlotte, North Carolina; Birmingham, United Kingdom; and Sydney, Australia, each of which we lease. Our facilities in the United States, Canada, St. Kitts, St. Maarten, Chile, Peru, and Mexico are used primarily for operations involving our North America segment; our facilities in the United Kingdom, France, Austria, Switzerland, Hungary, Germany, Sweden, Denmark, Latvia, Estonia, Finland, and Russia are used primarily for operations involving our Europe segment; and our facilities in Australia, New Zealand, Malaysia, and Indonesia are used primarily for operations involving our Australasia segment. The following table provides certain information regarding our manufacturing, distribution, and showroom facilities.


Country	Facility Location	Operations	Status
United States	Ozark, AL	Manufacturing (doors)	Leased
	Wedowee, AL	Manufacturing (doors)	Leased
	Phoenix, AZ	Distribution	Owned
	Oceanside, CA	Manufacturing (wall systems)	Leased
	Rocklin, CA	Manufacturing (doors)	Owned
	Vista, CA	Manufacturing (windows)	Leased
	Coral Springs, FL	Distribution	Owned
	Kissimmee, FL	Manufacturing (doors)	Owned
	Venice, FL	Manufacturing (windows)	Leased
	Aiea, HI	Manufacturing (windows)	Leased
	Grinnell, IA	Manufacturing (multiple)	Owned
	Rantoul, IL	Manufacturing (windows)	Owned
	Ligonier, IN	Manufacturing (doors)	Owned
	Dodson, LA	Manufacturing (door skins)	Owned
	Caledonia, MI	Manufacturing (doors), Distribution	Leased
	Grand Rapids, MI	Manufacturing (doors)	Owned
	Lexington, NC	Manufacturing (doors)	Owned
	North Wilkesboro, NC	Manufacturing (door skins)	Owned
	Mt. Vernon, OH	Manufacturing (windows)	Owned
	Pataskala, OH	Distribution	Leased
	Bend, OR	Manufacturing (multiple)	Owned
	Chiloquin, OR	Manufacturing (doors)	Owned
	Klamath Falls, OR	Manufacturing (multiple)	Owned
	Stayton, OR	Manufacturing (windows)	Owned
	Pottsville, PA	Manufacturing (doors)	Owned
	Ringtown, PA	Manufacturing (multiple)	Owned
	Towanda, PA	Manufacturing (windows)	Owned
	Garland, TX	Manufacturing (doors)	Leased
	Grand Prairie, TX	Distribution	Leased
	Sulphur Springs, TX	Manufacturing (doors)	Owned
	Ludlow, VT	Manufacturing (doors)	Owned
	North Springfield, VT	Distribution	Leased
	Kent, WA	Distribution	Leased
	Tukwila, WA	Manufacturing (coatings)	Leased
	Yakima, WA	Manufacturing (windows)	Owned
	Hawkins, WI	Manufacturing (windows)	Owned
	Craigsville, WV	Manufacturing (door skins)	Owned

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Country	Facility Location	Operations	Status
Canada	Calgary, AB	Distribution (multiple)	Leased
	Edmonton, AB	Distribution	Leased
	Abbottsford, BC	Distribution	Leased
	Winnipeg, MB	Manufacturing (windows), Distribution	Owned
	Amherst, NS	Distribution	Owned
	Vaughn, ON	Manufacturing (windows)	Leased
	St. Apollinaire, QC	Manufacturing (windows)	Owned
	St. Henri, QC	Manufacturing (doors)	Owned
	Saskatoon, SK	Distribution	Leased
St. Kitts	Basseterre	Distribution	Owned
St. Maarten	Little Bay	Distribution	Leased
Chile	Santiago	Manufacturing (doors)	Owned
Peru	Lima	Manufacturing (doors)	Leased
Mexico	Tijuana	Manufacturing (multiple)	Owned
United Kingdom	Melton Mowbray	Manufacturing (multiple), Distribution	Both
	Penrith	Manufacturing (doors)	Owned
	Sheffield	Manufacturing (doors)	Owned
France	Eauze	Manufacturing (doors)	Owned
	Ussel	Manufacturing (doors)	Owned
Austria	Linz	Showroom	Leased
	Pockstein	Manufacturing (doors)	Leased
	Salzburg	Showroom	Leased
	Vienna	Showroom	Leased
	Spital am Pyhrn	Manufacturing (doors)	Owned
Croatia	Zagreb	Showroom	Leased
Switzerland	Bremgarten	Manufacturing (doors)	Owned
	Chatel Saint Denis	Showroom	Leased
	Rothrist	Showroom	Leased
	Zurich	Showroom	Leased
Hungary	Lenti	Manufacturing (doors)	Owned
Germany	Gutersloh	Distribution	Leased
	Mittweida	Manufacturing (frames)	Owned
	Oettingen	Manufacturing (doors)	Owned
Sweden	Aastorp	Manufacturing (doors)	Owned
	Forserum	Manufacturing (doors)	Owned
	Kungsater	Manufacturing (doors)	Owned
	Vannas	Manufacturing (doors)	Owned
Denmark	Herning	Manufacturing (doors)	Owned
	Logstor	Manufacturing (doors)	Owned
	Sdr. Felding	Manufacturing (doors)	Owned
Latvia	Aizkraukle	Manufacturing (multiple)	Owned
	Dobele	Manufacturing (doors)	Owned
Estonia	Rakvere	Manufacturing (multiple)	Owned
Finland	Kuopio	Manufacturing (doors)	Owned
	Vaasky	Manufacturing (doors)	Owned
Russia	St. Petersburg	Distribution	Leased
Australia	Hume, ACT	Manufacturing (multiple)	Leased
	Alexandria, NSW	Showroom	Leased
	Batemans Bay, NSW	Showroom	Leased
	Brookvale, NSW	Manufacturing (windows), Showroom	Leased
	Cardiff, NSW	Manufacturing (multiple), Showroom	Leased

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Country	Facility Location	Operations	Status
	Chatswood, NSW	Showrooms (multiple)	Leased
	Coffs Harbor, NSW	Distribution	Leased
	Dubbo, NSW	Showroom	Leased
	Girraween, NSW	Manufacturing (windows)	Leased
	Kotara, NSW	Showroom	Leased
	Lansvale, NSW	Manufacturing (windows)	Owned
	Moorebank, NSW	Manufacturing (showerscreens/wardrobes), Showroom	Leased
	Ourimbah, NSW	Manufacturing (multiple), Showrooms (multiple)	Leased
	Port Macquarie, NSW	Showroom	Leased
	Queanbeyan, NSW	Manufacturing (multiple)	Owned
	Tamworth, NSW	Manufacturing (windows), Showroom	Leased
	Taren Point, NSW	Showroom	Leased
	Thornleigh, NSW	Showroom	Leased
	South Windsor, NSW	Manufacturing (windows), Showroom	Leased
	St. Marys, NSW	Manufacturing (doors)	Owned
	Wollongong, NSW	Showroom	Leased
	Winnellie, NT	Distribution	Leased
	Acacia Ridge, QLD	Manufacturing (doors)	Owned
	Bundall, QLD	Showroom	Leased
	Caboolture, QLD	Manufacturing (windows), Showroom	Leased
	Cairns, QLD	Showroom	Leased
	Coorparoo, QLD	Manufacturing (windows), Showrooms (multiple)	Leased
	Currajong, QLD	Distribution	Leased
	Helensvale, QLD	Manufacturing (windows)	Owned
	Hervey Bay, QLD	Showroom	Leased
	Kedron, QLD	Showroom	Leased
	Maroochydore, QLD	Distribution, Showroom	Leased
	Morningside, QLD	Manufacturing (windows)	Leased
	Northgate, QLD	Manufacturing (glass)	Leased
	Ormeau, QLD	Manufacturing (multiple), Showroom	Leased
	Stones Corner, QLD	Showroom	Leased
	Toowoomba, QLD	Showroom	Leased
	Yatala, QLD	Manufacturing (multiple), Showroom	Owned
	Edwardstown, SA	Showroom	Leased
	Pooraka, SA	Manufacturing (windows), Showroom	Leased
	Regency Park, SA	Manufacturing (multiple), Showrooms (multiple)	Both
	Salisbury, SA	Manufacturing (windows)	Leased
	Unley, SA	Showroom	Leased
	Airport West, VIC	Showroom	Leased
	Albury, VIC	Manufacturing (multiple), Showroom	Leased
	Ballarat, VIC	Showrooms (multiple)	Leased
	Bayswater, VIC	Manufacturing (windows), Showroom	Leased
	Bendigo, VIC	Showroom	Leased
	Campbellfield, VIC	Showroom	Leased
	Clayton, VIC	Manufacturing (multiple), Showroom	Leased
	Dandenong, VIC	Manufacturing (doors)	Owned
	Mitcham, VIC	Manufacturing (windows)	Leased
	North Geelong, VIC	Showroom	Leased
	Rowville, VIC	Manufacturing (multiple), Showroom	Owned
	Seaford, VIC	Manufacturing (windows)	Leased
	Shepparton, VIC	Showroom	Leased
	South Geelong, VIC	Showroom	Leased

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Country	Facility Location	Operations	Status
	Canning Vale, WA	Manufacturing (doors)	Owned
	Wangara, WA	Manufacturing (multiple), Showroom	Leased
	Welshpool, WA	Distribution	Leased
New Zealand	East Tamaki	Distribution	Leased
Malaysia	Klang	Manufacturing (multiple)	Owned
Indonesia	Cicadas	Manufacturing (doors)	Owned

Employees

As of September 24, 2016, we employed approximately 20,800 people. Of our total number of employees, approximately 10,930 are employed in operations included in our North America segment, approximately 6,100 are employed in operations included in our Europe segment, and approximately 3,770 are employed in operations included in our Australasia segment. In order to adequately train our employees in North America, we recently launched JELD-WEN University, which provides product and service training from a Midwest regional training center and various mobile units.

Two facilities in the United States are covered by collective bargaining agreements, which represent approximately 440 employees. Approximately 21% of our employees in Canada work at facilities covered by collective bargaining agreements. In total, approximately 1,100, or 10%, of our employees in the United States and Canada are unionized workers. As is common in Europe and Australia, the majority of our facilities there are covered by work councils and/or labor agreements. We believe we have satisfactory relationships with our employees and, to the extent applicable, with our organized labor unions.

Environmental Matters

The geographic breadth of our facilities and the nature of our operations subject us to extensive environmental, health, and safety laws and regulations in jurisdictions throughout the world. Such laws and regulations relate to, among other things, air emissions, the treatment and discharge of wastewater, the discharge of hazardous materials into the environment, the handling, storage, use and disposal of solid, hazardous and other wastes, worker health and safety, or otherwise relate to health, safety, and protection of the environment. Many of our products are also subject to various laws and regulations such as building and construction codes, product safety regulations, and regulations and mandates related to energy efficiency.

The nature of our operations, which involve the handling, storage, use, and disposal of hazardous wastes, exposes us to the risk of liability and claims associated with contamination at our current and former facilities or sites where we have disposed of or arranged for the disposal of waste, or with the impact of our products on human health and safety and the environment. Laws and regulations with respect to the investigation and remediation of contaminated sites can impose joint and several liability for releases or threatened releases of hazardous materials upon statutorily defined parties, including us, regardless of fault or the lawfulness of the original activity or disposal. We have been subject to claims, including having been named as a potentially responsible party, in certain proceedings initiated pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and similar state and foreign laws, regulations, and statutes, and may be named a potentially responsible party in other similar proceedings in the future. Unforeseen expenditures or liabilities may arise in connection with such matters.

We have also been the subject of certain environmental regulatory actions by the EPA and state regulatory agencies in the United States and foreign governmental authorities in jurisdictions in which we operate, and are obligated to make certain expenditures in settlement of those actions. We do not expect expenditures for compliance with environmental laws and regulations to have a material adverse effect on our results of operations or competitive position. However, the discovery of a presently unknown environmental condition, changes in environmental requirements or their enforcement, or other unanticipated events, may give rise to unforeseen expenditures and liabilities which could be material.

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For more information, see “Risk Factors—Risks Relating to Our Business and Industry—We may be subject to significant compliance costs as well as liabilities under environmental, health, and safety laws and regulations”, “Risk Factors—Risks Relating to Our Business and Industry—We may be subject to significant compliance costs with respect to legislative and regulatory proposals to restrict emissions of greenhouse gasses, or ‘GHGs’”, and “—Legal Proceedings—Environmental Regulatory Actions”.

Environmental Sustainability

We strive to conduct our business in a manner that is environmentally sustainable and demonstrates environmental stewardship. To that end, we pursue processes that are designed to minimize waste, maximize efficient utilization of materials, and conserve resources, including using recycled and reused materials to produce portions of our products. We continue to evaluate and modify our manufacturing and other processes on an ongoing basis to further reduce our impact on the environment. We believe in the importance of our employees sharing our commitment and we strive to recruit, educate, and train our employees in these values on an ongoing basis throughout their careers with us.

Legal Proceedings

We are involved in various legal proceedings, claims, and government audits arising in the ordinary course of business. While the outcome of any pending matters is currently not determinable, management does not expect that the ultimate costs to resolve such matters will have a material adverse effect on our financial position, results of operations or cash flows.

We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves and Sons, Inc., or “Steves,” filed a claim against JWI in the United States District Court for the Eastern District of Virginia, Richmond Division. The complaint alleges that our acquisition of CMI, together with subsequent price increases and termination of the contract, violated antitrust laws and constituted a breach of contract, breach of warranty, and tort. The complaint seeks injunctive relief, ordinary and treble damages, and declaratory relief. We believe Steves’ claims lack merit and intend to defend vigorously against this action.

Environmental Regulatory Actions

In 2008, we entered into an Agreed Order with the Washington Department of Ecology, or WADOE, to assess historic environmental contamination and remediation feasibility at our former manufacturing site in Everett, Washington. As part of this agreement, we also agreed to develop a Cleanup Action Plan, or CAP, arising from the feasibility assessment. We are currently working with WADOE to finalize our Remedial Investigation and Feasibility Study, or RI/FS, and, once final, we will develop the CAP. We estimate the remaining cost to complete our RI/FS and develop the CAP at $0.5 million, which we have fully accrued. However, because we cannot at this time reasonably estimate the cost associated with any remedial action we would be required to undertake, we have not provided accruals for any remedial actions in our consolidated financial statements. Non-Core Everett LLC, a subsidiary of the Company, also received notice of a natural resource damage claim from the Port Gardner and Snohomish River Trustee Council in connection with this site. In September 2015 we entered into a settlement agreement pursuant to which we will pay $1.2 million to settle the claim. Of the $1.2 million, the prior insurance carrier of the site has agreed to fund $1.0 million of the settlement. All amounts related to the settlement are fully accrued and we do not expect to incur any significant further loss related to the settlement of this matter. However, should extensive remedial action be required in the future (and if insurance coverage is unavailable or inadequate), the costs associated with this site could have a material adverse effect on our results of operations and cash flows.

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In 2015, we entered into a Consent Order and Agreement, or COA, with the Pennsylvania Department of Environmental Protection, or PaDEP, to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site. The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc. and PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2022. There are currently $10.7 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2022, then the bonds will be forfeited and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated then we may not be able to meet such deadlines.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive officers, significant employees and directors, including their ages as of November 1, 2016.


Name	Age		Position
Kirk Hachigian		57	Executive Chairman and Director
Mark Beck		51	Chief Executive Officer, President, and Director
L. Brooks Mallard		49	Executive Vice President and Chief Financial Officer
Laura W. Doerre		49	Executive Vice President, General Counsel and Chief Compliance Officer
John Dinger		50	Executive Vice President and President, North America
Peter Farmakis		48	Executive Vice President and President, Australasia
Peter Maxwell		54	Executive Vice President and President, Europe
Timothy Craven		48	Executive Vice President, Human Resources
John Linker		41	Senior Vice President, Corporate Development and Investor Relations
Matthew Power		47	Senior Vice President, Product Innovation
Martha (Stormy) Byorum		67	Director
Anthony Munk		56	Director
Matthew Ross		39	Director
Bruce Taten		60	Director
Patrick Tolbert		71	Director
Roderick Wendt		62	Vice Chairman and Director
Steven Wynne		64	Director
Gregory Maxwell		59	Director Nominee

Kirk Hachigian, Executive Chairman and Director. Mr. Hachigian has served as a director of the Company since September 2013 and as Executive Chairman since November 2015. Mr. Hachigian also served as Chief Executive Officer and President of the Company from March 2014 until his appointment as Executive Chairman. He served as a principal of SkyKarr Capital, a private investment firm, from January 2013 to March 2014, and as Chairman, President, and Chief Executive Officer of Cooper Industries plc, a $5.8 billion global manufacturer of electrical products, from 2006 until its merger with Eaton Corporation in October 2012. Prior to joining Cooper Industries, Mr. Hachigian was President and Chief Executive Officer of Asia Pacific Operations for GE Lighting. He has served as lead director for Allegion plc and as a director of NextEra Energy Inc. since 2013 and a director of PACCAR Inc. since 2008. He earned a B.S. in mechanical engineering from the University of California at Berkeley and an M.B.A. from The Wharton School at the University of Pennsylvania. Mr. Hachigian brings to the Company extensive global experience in the residential and commercial construction end markets, including selling through both traditional distributors and major home centers. Mr. Hachigian was selected to serve on our board of directors due to his extensive business experience with leading industrial companies and his prior service as our Chief Executive Officer.

Mark Beck, Chief Executive Officer, President, and Director. Mr. Beck joined the Company as Chief Executive Officer and President in November 2015 and joined our board of directors in May 2016. Mr. Beck joined the Company from Danaher Corporation, where he served as Executive Vice President of the Water Quality and Dental Platforms beginning in April 2014. Previously, Mr. Beck spent 18 years with Corning Incorporated in a series of management positions with increasing responsibility, culminating in his appointment as Executive Vice President of Corning Incorporated’s Environmental Technologies and Life Science units in July 2012. Earlier in his career, Mr. Beck spent six years in the residential construction industry. In addition, Mr. Beck served on the board of directors of Dow Corning Corporation, a private manufacturing company, from October 2011 to April 2014. Mr. Beck holds a B.A. in Business Management from Pacific University and an M.B.A. from Harvard Business School. Mr. Beck was selected to serve on our board of directors due to his business experience and current service as our Chief Executive Officer.

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L. Brooks Mallard, Executive Vice President and Chief Financial Officer. Mr. Mallard has served as Executive Vice President and Chief Financial Officer of the Company since November 2014. Prior to joining the Company, Mr. Mallard served as Finance Director of the Global Braking Business at TRW Automotive Holdings Corporation from March 2013 to October 2014. From 2003 to February 2013 Mr. Mallard also worked at Cooper Industries, where he served in positions of increasing authority, including Vice President of Finance and Administration of Cooper Bussmann from 2007 to August 2011 and Vice President of Finance and Administration of Cooper Power Systems from August 2011 to February 2013. Earlier in his career, Mr. Mallard served in executive financial positions at Thomas & Betts Corporation, Briggs and Stratton Corporation, and GAF Materials Corporation. Mr. Mallard holds a B.B.A. and an M.B.A. from Georgia Southern University. He has also earned both the Certified Management Accountant and Certified Financial Management designations from the Institute of Management Accountants.

Laura W. Doerre , Executive Vice President, General Counsel and Chief Compliance Officer . Ms. Doerre joined the Company in September 2016 and is responsible for the Company’s global legal affairs and global risk and compliance functions. Prior to joining the Company, Ms. Doerre served as Vice President and General Counsel for Nabors Industries Ltd. from October 2008 to August 2016. From 1996 to 2008, she held positions of increasing responsibilities with Nabors. Prior to joining Nabors in 1996, Ms. Doerre practiced commercial litigation with the law firm Mayor, Day, Caldwell & Keeton LLP. Ms. Doerre received her B.S. with distinction in Accounting from the University of North Carolina at Chapel Hill and graduated with honors from the University of Texas School of Law in 1991. She is admitted to practice law in the state of Texas.

John Dinger, Executive Vice President and President, North America. Mr. Dinger joined the Company as Executive Vice President and President, North America in November 2015. Prior to joining the Company, Mr. Dinger served as Senior Vice President and General Manager of Americas of the Crouse-Hinds Division at Eaton Corporation (formerly Cooper Industries) from January 2012 to October 2015. Mr. Dinger also served as Vice President of Global Marketing at Cooper Industries from July 2006 through December 2011. During his more than 20 years at Eaton Corporation and Cooper Industries, Mr. Dinger also served in a number of operations positions, including Vice President of Global Operations. Mr. Dinger earned a B.S. in Industrial and Systems Engineering from Ohio University and holds an M.B.A. from Syracuse University.

Peter Farmakis, Executive Vice President and President, Australasia. Mr. Farmakis joined the Company as Chief Operating Officer, Australia in September 2013 and was promoted to Executive Vice President and President, Australasia in June 2014. Prior to joining the Company, Mr. Farmakis served as Chief Executive Officer of Dexion Limited (which was acquired by GUD Holdings Limited in 2012) from 2007 until August 2013. Mr. Farmakis also served in a variety of key leadership roles with numerous companies, including as Executive General Manager of Smorgon Steel Group Limited, Distribution Business; Global Vice President of Huntsman Corporation, Advanced Materials division; Americas Regional President of Vantico Inc.; and Strategy & Corporate Planning Manager for Ciba-Geigy AG in Switzerland. He began his career in research and development with ICI (Dulux) and Bayer AG. Mr. Farmakis earned a B.S. from the University of Wollongong and a postgraduate degree in Marketing and Finance from the University of Technology, Sydney in Australia.

Peter Maxwell, Executive Vice President and President, Europe. Mr. Maxwell joined the Company as Executive Vice President and President, Europe in September 2015. Prior to joining the Company, Mr. Maxwell served as a Vice President and General Manager at MTL Instruments Group, Eaton Corporation from September 2008 to August 2015. Previously, Mr. Maxwell worked for Cooper Industries (which was acquired by Eaton Corporation in 2012) for nearly 20 years and held various general management roles of increasing responsibility within Cooper Industries and Eaton Corporation serving the commercial and industrial building sector and the oil and gas sector as Vice President and General Manager in the Crouse-Hinds Division. He served as the Chief Financial Officer of Cooper Industries’ Safety Division based in Europe from 1998 to 2002. Mr. Maxwell graduated with a B.Sc. in Civil Engineering from the University of Edinburgh before qualifying as a Chartered Accountant with Coopers & Lybrand, now PricewaterhouseCoopers LLP.

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Timothy Craven, Executive Vice President, Human Resources. Mr. Craven was appointed Vice President, Employee Relations of the Company in July 2015 and was promoted to his current role as Executive Vice President, Human Resources in February 2016. Mr. Craven is responsible for global human resources and employee relation activities. His duties include talent acquisition, training and development, wage and benefit reviews, and employee engagement. Previously, Mr. Craven was employed at Eaton Corporation (formerly Cooper Industries) where he held a number of senior-level human resources roles since 2007. Immediately prior to joining the Company, Mr. Craven served as Vice President, Human Resources at the Crouse-Hinds Division of Eaton Corporation in Syracuse, New York. Earlier in his career, Mr. Craven served in a number of human resources positions of increasing responsibility at both corporate and operating locations with Xerox’s Affiliated Computer Services Business and Honeywell, Inc. Mr. Craven earned a B.S. in human resource management from Western Illinois University.

John Linker, Senior Vice President, Corporate Development and Investor Relations. Mr. Linker joined the Company in December 2012 and currently holds the position of Senior Vice President, Corporate Development and Investor Relations. In this role, Mr. Linker has global responsibility for mergers, acquisitions, strategy, and investor relations. Previously, Mr. Linker was the Treasurer for the Company, where he was responsible for all capital markets, cash management, investor relations, credit, collections and risk management activities. Prior to joining the Company, Mr. Linker held the position of Director, Mergers and Acquisitions for the Aerospace Systems division of United Technologies Corporation and its predecessor, Goodrich Corporation, since 2008. Mr. Linker began his career in investment banking for Wells Fargo and consulting for Accenture PLC. Mr. Linker’s experience includes 16 years of corporate mergers and acquisitions and capital markets experience. Mr. Linker holds a B.A. in Economics and International Studies from Duke University and a M.B.A. from The Fuqua School of Business at Duke University.

Matthew Power, Senior Vice President, Product Innovation . Mr. Power joined the Company in October 2015 as part of the Company’s acquisition of LaCantina. From December 2003 until this acquisition, Mr. Power was President and Chief Executive Officer of LaCantina, driving its growth from a start-up to a leading brand in wall systems. Prior to co-founding LaCantina, Mr. Power served in a number of accounting and finance positions from 1998 to 2003 with Leap Wireless, Inc., a San Diego based wireless telecom provider. Mr. Power began his career as an accountant with PricewaterhouseCoopers in Australia and, upon taking up residence in San Diego, California in December 1994, joined Deloitte & Touche LLP to specialize with the firm’s emerging business clients. Mr. Power holds a B.B.A. from Curtin University of Technology in Australia and is qualified as a Chartered Accountant in Australia and Certified Public Accountant in California.

Martha (Stormy) Byorum, Director. Ms. Byorum has served on our board of directors since July 2014. She is the Founder and CEO of Cori Investment Advisors, LLC, a provider of alternative finance solutions for Latin American and U.S. Hispanic investors, which was spun off in 2003 from Violy, Byorum & Partners Holdings, LLC, a leading independent strategic advisory and investment banking firm specializing in Latin America. Previously Ms. Byorum was an Executive Vice President of Stephens, Inc., a private investment banking firm, from 2005 through 2013 and Senior Managing Director of Stephens Cori Capital Advisors, a division of Stephens, Inc., from 2005 to 2012. In 1996, prior to co-founding Violy, Byorum & Partners Holdings, LLC, Ms. Byorum ended a 24-year career at Citibank, where, among other roles, she served as Chief of Staff and Chief Financial Officer for Citibank’s Latin America Banking Group from 1986 to 1990, overseeing $15 billion of loans and coordinating activities in 22 countries. Ms. Byorum was later appointed head of Citibank’s U.S. Corporate Banking Business and a member of the bank’s Operating Committee and a Customer Group Head with global responsibilities. Ms. Byorum has served as a director of Tecnoglass Inc. since 2011, where she currently serves as Chair of the audit committee, and as a director of Northwest Natural Gas Company since 2004, where she currently serves as Chair of the finance committee and as a member of the audit and governances committees. She holds a B.B.A. from Southern Methodist University and an M.B.A. from The Wharton School at the University of Pennsylvania. Ms. Byorum brings to the board of directors expertise in finance and extensive management experience in a number of entities.

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Anthony Munk, Director. Mr. Munk is a senior managing director at Onex and has been a member of our board of directors since October 2011. Since joining Onex in 1988, Mr. Munk has worked on numerous private equity transactions. These transactions include the acquisitions and realizations of Husky Injection Molding Systems Ltd., RSI Home Products, Tompkins plc, Vencap Equities, Imperial Parking, ProSource, and Loews Cineplex; and the initial public offering of the Cineplex Galaxy Income Fund, which acquired the Canadian operations of Loews Cineplex, Cineplex Odeon, and the operations of Onex’ subsidiary, Galaxy Entertainment. More recently, Mr. Munk was involved in the acquisitions of Jack’s Family Restaurants and the Company. In addition to the Company, Mr. Munk also currently serves on the boards of directors of Cineplex Inc., Barrick Gold Corporation, and Jack’s Family Restaurants. Mr. Munk is also a member of the Advisory Board of SIG Combibloc Group. Mr. Munk previously served on the board of directors of RSI Home Products from 2008 to 2013 and the board of directors of Husky Injection Molding Systems Ltd. from 2007 to May 2011. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital in Toronto. Mr. Munk holds a B.A. from Queen’s University. Mr. Munk’s experience in a variety of strategic and financing transactions and investments qualifies him to serve as a member of our board of directors. His high level of financial expertise is a valuable asset to our board of directors. As an executive with Onex, our controlling stockholder, he has extensive knowledge of our business. His service on other boards of directors over the years allows him to provide our board of directors with a valuable perspective on corporate governance issues.

Matthew Ross, Director. Mr. Ross is a Managing Director of Onex and has been a member of our board of directors since October 2011. Mr. Ross joined Onex in 2006 and is responsible for Onex’ efforts in the building products, retail and restaurant industries. Since joining Onex, Mr. Ross has worked on Onex’ investments in RSI Home Products Inc., Tomkins plc, Husky Injection Molding Systems, Jack’s Family Restaurants and the Company. Mr. Ross currently serves on the board of directors of Jack’s Family Restaurants and previously served as a director of RSI Home Products Inc. from 2012 to 2013. Prior to joining Onex, Mr. Ross spent five years with the private equity funds of Brown Brothers Harriman & Co. as well as DB Capital Partners, the former private equity division of Deutsche Bank AG. Mr. Ross holds a B.A. from Amherst College and an M.B.A., Finance from The Wharton School at the University of Pennsylvania. Mr. Ross’ experience in a variety of strategic and financing transactions and investments qualifies him to serve as a member of our board of directors. As an executive with Onex, our controlling stockholder, who has a specific focus on investments in the building products industry, Mr. Ross has extensive knowledge of our business as well as the markets in which we operate.

Bruce Taten, Director. Mr. Taten has served on our board of directors since April 2014. Mr. Taten previously served as Senior Vice President, General Counsel and Chief Compliance Officer for Cooper Industries from 2008 until its merger with Eaton Corporation in October 2012. Previously, he was Vice President and General Counsel at Nabors Industries from 2003 until 2008 and earlier practiced law with Simpson Thacher & Bartlett LLP and Sutherland Asbill & Brennan LLP. Before attending law school, Mr. Taten practiced as a C.P.A. with Peat Marwick Mitchell & Co., which is now known as KPMG, in New York. Mr. Taten currently is a practicing attorney, private investor and owner of Battlefield Sports LLC (a specialty retailer of sporting goods and equipment). He holds a B.S. and Master’s degree from Georgetown University and a J.D. from Vanderbilt University. Mr. Taten brings experience in corporate governance, mergers and acquisitions, tax, finance and securities offerings, and compliance to the board of directors.

Patrick Tolbert, Director . Mr. Tolbert has served on our board of directors since November 2011. Mr. Tolbert has also served as Sitel Worldwide Corporation’s Chief Financial Officer since November 2010, as Sitel’s Chief Operating Officer from 2013 to 2014, as a member of Sitel’s board of directors since 2007, and as Chairman of Sitel’s audit committee from 2007 through October 2010. Mr. Tolbert is charged with leading Sitel’s financial planning, management, reporting and compliance, tax, real estate, and insurance functions on a global basis. Mr. Tolbert has served on the board of directors and as Chairman of the audit committee of Cano Petroleum, Inc. from 2006-2007, TMS International, Inc. from 2007 to 2014, and Husky International Ltd. From 2001 to 2004, Mr. Tolbert was Executive Vice President and Chief Financial and Administrative Officer for LSG Lufthansa Service Holding, AG. From 1992 to 2001, Mr. Tolbert was the Executive Vice President and Chief

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Financial and Administrative Officer for Onex Food Services, Inc. He received both a B.A. and a M.B.A. from Auburn University. Mr. Tolbert brings to the board of directors extensive management experience across a number of global businesses and expertise in finance, accounting, and tax.

Roderick Wendt, Vice Chairman and Director. Mr. Wendt has served as Vice Chairman since January 2014 and a director since June 1985. He joined the Company in 1980, working in various legal, marketing, window manufacturing, and sales positions of increasing authority culminating in his service as President and Chief Executive Officer from 1992 to August 2011. Mr. Wendt served as Executive Chairman and Chief Executive Officer from 2011 to March 2013. Mr. Wendt served as a Director of the Portland Branch at Federal Reserve Bank of San Francisco from 2009 to 2014 and as its Chairman from 2013 to 2014. He has been a Managing Member of Spruce Street Ventures since 2013. He also served as a Member of the Economic Advisory Council at the Federal Reserve Bank of San Francisco from 2006 to 2008. Mr. Wendt serves on the board of directors of Brooks Resources Corporation, Roseburg Forest Products, and Sky Lake Medical Center, on the board of trustees of Willamette University, and is president of the board of the Wendt Family Foundation. He earned a B.A. from Stanford University in 1976, and a J.D. from Willamette University College of Law in 1980, and is a member of the Oregon State Bar. Mr. Wendt is the son of our late founder, Richard L. Wendt.

Steven Wynne, Director. Mr. Wynne has served on our board of directors since March 2012. Since July 2012, Mr. Wynne has served as an Executive Vice President of Health Services Group, a diversified health insurance company, where he previously served as Senior Vice President, from February 2010 to January 2011. From January 2011 through July 2012, he served as Executive Vice President of JWI. From March 2004 through March 2007, Mr. Wynne was President and Chief Executive Officer of SBI International, Ltd., the parent company of sports apparel and footwear company Fila. From August 2001 through March 2002, and from April 2003 through February 2004, Mr. Wynne was a partner in the Portland, Oregon law firm of Ater Wynne LLP. From April 2002 through March 2003, Mr. Wynne served as acting Senior Vice President and General Counsel of FLIR Systems, Inc., a publicly traded technology company. Mr. Wynne serves on the boards of directors of FLIR Systems, Inc. and Pendleton Woolen Mills and he previously served as a director of Planar Systems Inc. from 1996 to 2013. Mr. Wynne received a B.A. and a J.D. from Willamette University. Mr. Wynne has developed a high degree of familiarity with the Company’s operations, risks, and opportunities through his experience as the Executive Vice President of JWI and his extensive management experience in a number of entities.

Greg ory Maxwell , Director Nominee . Mr. Maxwell will join our board of directors effective the earlier of February 13, 2017 or the closing of this offering. Mr. Maxwell previously served as Executive Vice President, Finance, and Chief Financial Officer for Phillips 66, a diversified energy manufacturing and logistics company, from April 2012 until his retirement in December 2015. From 2003 until 2012, Mr. Maxwell served as Senior Vice President, Chief Financial Officer and Controller for Chevron Phillips Chemical Company, a petrochemical company jointly owned by Chevron Corporation and Phillips 66. Mr. Maxwell also served as Vice President, Chief Financial Officer and a member of the board of directors of Phillips 66 Partners LP and on the board of directors of DCP Midstream LLC and Chevron Phillips Chemical Company until his retirement in 2015. He has served as a director and chairman of the audit committee of Range Resources Corporation since September 2015. He has over 37 years of experience in various financial roles within the petrochemical and oil and gas industries and, in addition, is a certified public accountant and a certified internal auditor. Mr. Maxwell earned a Bachelor of Accountancy degree from New Mexico State University in 1978. Mr. Maxwell brings to our board of directors expertise in accounting, finance, internal audit, information technology, and corporate and strategic planning.

Board Composition

Our board of directors will consist of ten directors upon completion of this offering. In accordance with our amended and restated certificate of incorporation to be filed in connection with this offering, immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

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Our directors will be divided among the three classes as follows:

•

the Class I directors will be and , and their terms will expire at the annual meeting of stockholders to be held in ;

•

the Class II directors will be and , and their terms will expire at the annual meeting of stockholders to be held in ; and

•

the Class III directors will be and , and their terms will expire at the annual meeting of stockholders to be held in .

The classification of the board of directors may have the effect of delaying or preventing changes in control of our company. We expect that additional directorships resulting from an increase in the number of directors, if any, will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Leadership Structure of the Board of Directors

Our board of directors currently separates the roles of Chief Executive Officer and Chairman. These positions are currently held by Mark Beck, our President and Chief Executive Officer, and Kirk Hachigian, the Executive Chairman. We believe this leadership structure is appropriate for our company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership, and managing our business, while the Chairman provides guidance to the Chief Executive Officer, chairs board meetings, and provides information to the members of our board of directors in advance of such meetings. In addition, separating the roles of Chief Executive Officer and Chairman allows the Chairman to provide oversight of our management.

Director Independence and Controlled Company Exception

Our board of directors has affirmatively determined that Messrs. and Ms. are independent directors under the rules of the New York Stock Exchange and independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

After completion of this offering, we expect that Onex will continue to control the majority of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of corporate governance standards. Under these rules, a “controlled company” may elect not to comply with certain corporate governance standards, including:

•

the requirement that a majority of our board of directors consist of independent directors;

•

the requirement that we have a governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement for an annual performance evaluation of the governance and nominating committee and compensation committee.

Following this offering, we intend to utilize certain of these exemptions. As a result, we will not have a majority of independent directors, our governance and nominating committee, and compensation committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—We are a “controlled company” within the meaning of the rules of the and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements”.

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Committees of the Board of Directors

Upon the consummation of this offering, our board of directors will have three committees: the audit committee, the compensation committee, and the governance and nominating committee. Our board of directors may establish other committees to facilitate the management of our business. The expected composition and functions of the audit committee, compensation committee, and governance and nominating committee are described below. Members will serve on committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

The members of the audit committee are Patrick Tolbert, as Chairman, Matthew Ross, Roderick Wendt, and Steven Wynne. Mr. qualifies as our “audit committee financial expert” within the meaning of regulations adopted by the SEC. The audit committee recommends the annual appointment and reviews independence of auditors and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, related party transactions, and investigations into matters related to audit functions. The audit committee is also responsible for risk oversight on behalf of our board of directors. See “—Risk Oversight”.

Compensation Committee

The members of the compensation committee are Matthew Ross, as Chairman, Anthony Munk, and Bruce Taten. The principal responsibilities of the compensation committee are to review and approve matters involving executive and director compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements, and authorize our company to enter into employment and other employee-related agreements.

Governance and Nominating Committee

The members of the governance and nominating committee are Kirk Hachigian, as Chairman, Anthony Munk, and Matthew Ross. The governance and nominating committee assists our board of directors in identifying individuals qualified to become board members, makes recommendations for nominees for committees, and develops, recommends to the board of directors, and reviews our corporate governance principles.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company.

Risk Oversight

Our board of directors administers its risk oversight function primarily through the audit committee. To that end, our audit committee meets at least quarterly with our Chief Financial Officer and our independent registered public accounting firm where it receives regular updates regarding our management’s assessment of risk exposures including liquidity, credit, and operational risks and the process in place to monitor such risks and review results of operations, financial reporting, and assessments of internal controls over financial reporting. Our board of directors believes that its oversight of risk management has not affected the board’s leadership structure, as described above.

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Code of Ethics

We have adopted a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer), and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics will be available on our website at www.jeld-wen.com under “Investor Relations” following the closing of our initial public offering. In the event that we amend or waive certain provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose the same on our website. Our website is not part of this prospectus.

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EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Introduction

This Compensation Discussion & Analysis, or “CD&A”, provides information about the material elements of compensation paid, awarded to, or earned by our named executive officers, or “NEOs”, in 2015, who were:


Name		Title
Mark Beck		President and Chief Executive Officer
Kirk Hachigian		Executive Chairman and Former Chief Executive Officer
L. Brooks Mallard		Executive Vice President and Chief Financial Officer
John Dinger		Executive Vice President and President, North America
Peter Maxwell		Executive Vice President and President, Europe
Peter Farmakis		Executive Vice President and President, Australasia
Mark Thurman		Former Chief Operating Officer
Barry Homrighaus		Former Executive Vice President, European Operations

This CD&A also provides a detailed description of our compensation philosophy and practices in place during 2015, and contains a discussion of our anticipated future compensation policy and approach.

History

Prior to this offering, we were a privately held company with a relatively small number of shareholders including our principal shareholder, Onex. As a result, we have not previously been subject to any stock exchange listing or SEC rules requiring a majority of our board of directors, or the “Board”, to be independent or relating to the formation and functioning of Board Committees, including Audit, Governance and Nominating, and Compensation. Following the 2011 transaction in which Onex became our principal shareholder, our Board created a Preferred Committee comprised of four members of the Board. The Preferred Committee established compensation policies and made determinations regarding compensation paid to our Chief Executive Officer and other members of senior management. In July 2014, our Board and the Preferred Committee delegated responsibility for establishing compensation policies and making determinations regarding executive compensation to a Compensation Committee, or the “Committee”, composed of four members of the Board. The Board and the Preferred Committee selected the following Board members to serve on the Committee: Matthew Ross, Anthony Munk, Bruce Taten, and Christopher Patterson. Mr. Ross serves as Chairman of the Committee. Each of these Board members has served continuously on the Committee since their initial appointment in July 2014, although Mr. Patterson’s service on the Committee ended upon his departure from the Board in October 2016. Following the offering, the duties of the Committee and the members of the Committee will generally remain the same.

Executive Compensation Objectives and Philosophy

The Committee believes that our executive compensation program should be structured to reward the achievement of specific annual, long-term, and strategic performance goals of our Company. Accordingly, the executive compensation philosophy of the Committee is as follows:

•

to align the interests of our executive officers with those of our shareholders, thereby providing long-term economic benefit to our shareholders;

•

to provide competitive financial incentives in the form of salary, bonus and benefits, and long-term equity awards with the goal of attracting and retaining talented executive officers;

•

to maintain a compensation program that includes at-risk, performance-based awards whereby executive officers who demonstrate exceptional performance will have the opportunity to realize appropriate economic rewards; and

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•

to develop an overall executive compensation program that strikes an appropriate balance between short-term and long-term performance, while incorporating risk-mitigation design features to ensure that excessive risk is not encouraged.

To achieve our objectives, we deliver executive compensation through a combination of the following components:

•

base salary;

•

annual cash bonuses which are tied to our annual operating plan;

•

long-term equity-based incentive compensation;

•

broad-based employee benefits; and

•

severance benefits.

Our total executive compensation plan is inclusive of base salaries and other benefits, including severance benefits, which are designed to attract and retain senior management talent. We also use annual cash incentive compensation and long-term equity incentives to ensure a performance-based delivery of pay that aligns, as closely as possible, the rewards of our NEOs with the long-term interests of our equity owners while enhancing executive retention.

Components of Executive Compensation

Base Salary

We believe it is important that all management employees be paid a competitive base salary. Each NEO is party to an employment agreement that provided for a fixed base annual salary subject to periodic review by our Committee. The initial base salary for each NEO was negotiated individually in connection with the executive joining the Company. In establishing the initial base salary, we considered a number of factors including market data for similar positions and salaries provided to our current executives in similar positions, as well as the duties and responsibilities of the position. The base salary of our executive officers is generally reviewed annually by the Committee to determine whether an adjustment is appropriate; however, executive officers do not receive automatic merit increases to their base salaries. In making decisions regarding salary adjustments, the Committee takes into account numerous factors, none of which are dispositive or individually weighted, including the executive officer’s performance, our financial results, the relative importance of the executive officer’s business unit, the executive officer’s past performance and potential for advancement, and comparable salaries paid to other executive officers of similar skills and experience at peer companies in our industry.

The following table shows the 2015 base salary amounts and increases for 2016 approved by the Committee for each NEO who continues to serve in such role in 2016. The base salaries for our other NEOs in 2015 were: Mr. Hachigian—$1,100,000; Mr. Thurman—$550,000; and Mr. Homrighaus—$500,000. Increases in base salary reflect market-based adjustments determined in consultation with the Committee’s independent compensation consultant.


NEO	2015 Base Salary		2016 Base Salary		Increase
Mark Beck	$	850,000	$	850,000		—
L. Brooks Mallard	$	400,000	$	460,000		15.0	%
John Dinger	$	380,000	$	410,000		7.9	%
Peter Farmakis	$	393,390	$	393,390		—
Peter Maxwell	$	274,170	$	326,040		18.9	%

Annual Cash Incentives

We believe it is important to motivate our key leaders to achieve short-term performance goals by linking a portion of their annual cash compensation to the achievement of our approved operating plan by providing the

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opportunity to earn an annual cash bonus. We provide an annual cash bonus award opportunity to key members of management, including our NEOs, under the terms and conditions of our Management Incentive Plan, or “MIP”. The Committee establishes the target bonus opportunity and performance goals for the MIP, which are communicated to MIP participants. At the conclusion of each fiscal year, the Committee reviews our actual financial results relative to the established MIP performance goals and determines the earned bonus opportunity for all MIP participants. Based on this determination, the Committee then approves actual cash bonus awards for our NEOs.

2015 Management Incentive Plan

Under our 2015 MIP, participants were eligible to earn annual bonuses based on our actual financial results under our operating plan. In February 2015, the Committee established performance goals based on two financial measures: (i) Adjusted EBITDA and (ii) Free Cash Flow. The Committee determined that the appropriate weighting of the Adjusted EBITDA performance goal and the Free Cash Flow performance goal in determining payouts under the 2015 MIP was 75% and 25%, respectively, with the additional emphasis being placed on Adjusted EBITDA as it is critical to our continued success. For purposes of the 2015 MIP, achievement of the Adjusted EBITDA and Free Cash Flow performance goals was measured against threshold, target, and maximum performance levels, which levels were set by the Committee after the completion of our operating budgeting process and an examination of our underlying markets, customers, strategic initiatives, and the general economic outlook for 2015. For Mr. Farmakis, Mr. Dinger, and Mr. Maxwell, each performance goal was weighted 40% on a global basis (Adjusted EBITDA—30% and Free Cash Flow—10%) and 60% on a segment basis (Adjusted EBITDA for the applicable segment—45% and Free Cash Flow for the applicable segment—15%) with the same threshold, target, and maximum goals as set forth below. The 2015 MIP financial performance goals established by the Committee are set forth in the table below.


Financial Performance Goal	Weighting			Threshold		Target		Maximum
	(dollars in millions)
Adjusted EBITDA		75	%	$	270.0	$	285.0	$	300.0
Free Cash Flow		25	%	$	30.0	$	40.0	$	45.0

Our Adjusted EBITDA and Free Cash Flow for 2015 is set forth in the table below. Actual results for both performance goals exceeded the maximum performance levels set forth above.


Financial Metric	Amount
	(dollars in millions)
Adjusted EBITDA ⁽¹⁾	$	312
Free Cash Flow ⁽²⁾	$	100

(1)

Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. Adjusted EBITDA for purposes of our 2015 MIP was calculated at the JWI level, and does not reflect approximately $1.0 million of expenses and adjustments shown in the JELD-WEN Holding, Inc. Adjusted EBITDA presented elsewhere in this registration statement. For a reconciliation of Adjusted EBITDA as presented in this registration statement to net income (loss), see footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

(2)

In addition to our consolidated financial statements presented in accordance with GAAP, we use Free Cash Flow to measure our financial performance. Free Cash Flow is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities, or other measures determined in accordance with GAAP.

We define Free Cash Flow as cash flow from operating activities minus purchases of property and equipment, minus purchases of intangible assets, each as shown in our consolidated statements of cash flows, plus or minus other discrete items (including, for future periods, payments made or charges incurred pursuant to the Tax Receivable Agreement), to the extent such addition or subtraction is approved by the Committee.

We use this non-GAAP measure in assessing our performance in addition to cash flows from operating activities determined in accordance with GAAP. We believe Free Cash Flow is a meaningful measure as it is commonly utilized by management and investors to assess our ability to generate cash flow from business operations to repay debt and return capital to our stockholders. Free Cash Flow is also a key metric used in our calculation of incentive compensation. Other companies may calculate Free Cash Flow differently, and, therefore, our Free Cash Flow may not be comparable to similarly titled measures of other companies.

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The following is a reconciliation of our cash flow from operating activities, the most directly comparable GAAP financial measure, to Free Cash Flow:


	Year Ended December 31, 2015
	(dollars in thousands)

Cash provided by operating activities	$	172,339
Less:
Purchases of property and equipment		(74,978	)
Purchases of intangible assets		(2,709	)
Approved adjustments:
ESOP settlement and related legal fees		5,348


Free Cash Flow for MIP	$	100,000

In 2015, each of our NEOs, with the exception of Messrs. Beck, Dinger, and Maxwell (due to their 2015 start dates), was eligible for an annual cash-based performance bonus under the 2015 MIP. Employment agreements with our NEOs establish minimum target bonus opportunities but the Committee has the discretion to assign target bonus opportunities above those levels. For 2015, the Committee established the target bonus opportunity for each of the participating NEOs as set forth in the table below, expressed as a percentage of the NEO’s base salary. A NEO is generally eligible for an annual cash bonus equal to 60% of target for achievement at the threshold performance levels and 200% of target at the maximum performance levels. The 2015 MIP bonus opportunity for each of our NEOs, as a percentage of base salary, was as follows:


Name	Threshold			Target			Maximum
Kirk Hachigian		60	%		100	%		200	%
L. Brooks Mallard		45	%		75	%		150	%
Peter Farmakis		21	%		35	%		70	%
Mark Thurman		60	%		100	%		200	%
Barry Homrighaus		36	%		60	%		120	%

No bonus is awarded with respect to a particular performance goal if financial results are below the threshold performance level for the applicable Adjusted EBITDA or Free Cash Flow performance goals. Achievement between threshold and target performance levels, and between target and maximum performance levels, in each case, is determined using straight-line interpolation. In all instances, actual bonus payments under the 2015 MIP were subject to upward or downward adjustment by the Committee in its discretion. The Committee’s determination of actual bonus payments was based primarily on the NEO’s contribution to the achievement of the performance goals. The Committee also considered achievement of any applicable group goals as assigned to a business unit, functional department, or geographic region.

In determining the annual cash bonus award for each of the participating NEOs, the Committee considered our financial results and the accomplishments and performance of each individual, including the following:

•

Mr. Hachigian—Set our global strategic direction; exceeded objectives for profitability and margin expansion; recruited and mentored our new Chief Executive Officer and other members of the management team;

•

Mr. Mallard—Reorganized global finance team; significantly improved cash flow from operations; completed refinancing to support special distribution to shareholders; dealt effectively with issues resulting from volatile foreign exchange environment; successfully supported M&A strategy that exceeded expectations;

•

Mr. Farmakis—Achieved significant growth in revenue and profitability through additional volume and price increases; completed successful acquisition efforts to expand product range; recruited new talent and depth to regional leadership team; supported management development process across the region;

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•

Mr. Thurman—Built operational capability in North America organization; achieved increases in productivity in North America; engaged and grew our manufacturing team through focus on our culture and values; departed from the company in the third quarter of the year; and

•

Mr. Homrighaus—Achieved revenue growth in European operations through volume expansion and price increases; completed successful acquisition to support growth strategy; supported leadership transition in Europe; provided interim leadership to global sourcing organization during the onboarding of Mr. Maxwell.

Based on the foregoing review, the Committee approved the following annual bonus awards under the 2015 MIP for our participating NEOs:


Name	Amount		Percentage of Target
Kirk Hachigian	$	2,200,000		200	%
L. Brooks Mallard	$	600,000		200	%
Peter Farmakis	$	275,373		200	%
Mark Thurman ⁽¹⁾	$	516,000		94	%
Barry Homrighaus ⁽²⁾	$	400,000		133	%

⁽¹⁾	Mr. Thurman’s 2015 cash bonus was prorated through August 31, 2015, his date of separation from the Company.

⁽²⁾	Mr. Homrighaus’ annual cash bonus was determined by the Committee pursuant to the terms of the 2015 MIP in conjunction with the finalization of his retirement agreement from the Company in early 2016.

2016 Management Incentive Plan

In February 2016, the Committee approved the terms of the 2016 MIP. Similar to the 2015 MIP, participants are eligible to earn annual bonuses based on our actual financial results under our operating plan. The Committee retained Adjusted EBITDA and Free Cash Flow as the performance goals for 2016, but determined that each goal should be equally weighted in determining payouts under the 2016 MIP. Target annual cash bonus opportunities for our NEOs range from 50% to 125% of base salary, similar to targets under the 2015 MIP. The Committee approved the following 2016 target performance levels for our NEOs:


Name	2016 Target (expressed as a percentage of Base Salary)			2016 Target Amount
Mark Beck		125	%	$	1,062,500
L. Brooks Mallard		75	%	$	345,000
John Dinger		60	%	$	246,000
Peter Farmakis		50	%	AUD	$ 270,000
Peter Maxwell		60	%	£	120,000

Long-Term Equity Incentives

We believe that long-term equity compensation is important to assure that the interests of management remain aligned with our shareholders. Accordingly, all key management employees, including all of our NEOs, have been granted equity awards under our Amended and Restated Stock Incentive Plan, or the “Stock Incentive Plan”. The Stock Incentive Plan was approved by our Board and our shareholders shortly after the transaction in which Onex became our principal shareholder.

Equity awards have generally been granted only in connection with commencement of employment or significant changes in management responsibilities. From time to time, at the discretion of the Committee, equity awards have been made to recognize performance and to assist with the retention of key members of our management team, including certain of our NEOs.

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Stock Options

Since 2011, our principal form of long-term equity incentive has been in the form of stock options, which allow recipients the opportunity to participate in the long-term equity value creation of the Company. Prior to this offering, we had two classes of stock options: (i) options to acquire common stock, or “Common Stock Options”, and (ii) options to acquire Class B-1 Common Stock, or “Class B-1 Common Stock Options”, which, together with the Common Stock Options, are referred to as the “Stock Options”. The Company grants options in two classes of stock to align the interests of optionholders with both holders of common stock as well as holders of Series A Convertible Preferred Stock, which earn an annual dividend that is accrued over time.

The allocation of Common Stock Options and Class B-1 Common Stock Options is determined based on the relative percentage of ownership of the holders of the Series A Convertible Preferred Stock at the time of the stock option grant. At the time of the Onex Investment, holders of the Series A Convertible Preferred Stock held a 57% ownership interest in the Company and therefore, 57% of the Stock Options then granted were allocated to Class B-1 Common Stock Options and 43% to Common Stock Options. Once vested and exercisable, (i) one Common Stock Option can be exercised to acquire one share of common stock, and (ii) one Class B-1 Common Stock Option can be exercised to acquire one share of Class B-1 Common Stock, which is convertible into common stock on a basis that reflects the accrual of dividends on a share of Series A-1 Convertible Preferred Stock since initial issuance. As of November 1, 2016, one share of Class B-1 Common Stock was convertible into 1.7 shares of common stock. In connection with Share Recapitalization, it is expected that the Stock Options will be converted such that holders thereof will have options to acquire a single class of shares.

Stock Options are granted pursuant to the terms of the Stock Incentive Plan and the applicable form of award agreement. Unvested stock options are forfeited immediately upon termination of employment or status as a “Key Non-Employee” (which includes a non-employee director, consultant, or independent contractor so designated by the Committee) subject to certain exceptions at the discretion of the Committee. Except in the event of termination of employment for cause (determined in accordance with the Stock Incentive Plan), or by reason of death, disability, or retirement after 65, vested stock options remain exercisable for 90 days following termination of employment. Upon a termination of employment due to death, disability, or retirement after age 65, vested stock options remain exercisable for twelve months following termination of employment. Upon a termination for cause, all options, vested or unvested, are immediately forfeited.

Restricted Stock Units

In 2014, the Committee amended the Stock Incentive Plan to authorize the issuance of restricted stock units, or “RSUs”, for the purpose of providing additional flexibility in using long-term equity compensation awards to assist in attracting and retaining key managers and executives. In general, RSUs are issued pursuant to the terms of the Stock Incentive Plan and the applicable form of award agreement. RSUs which are not vested at the time of termination of employment are forfeited.

Cash Award & Option Repricing

On July 28, 2015, our Board approved a special distribution to holders of common stock, Class B-1 Common Stock, and Series A Convertible Preferred Stock of record on June 30, 2015. The special distribution entitled each common stock, Class B-1 Common Stock, and Series A Convertible Preferred Stock holder of record to receive $52.00 per share of common stock. The number of shares of common stock in respect of which holders of Series A Convertible Preferred Stock were entitled to a distribution was determined on an “as-converted” (to common stock) basis after taking into account the accrual of dividends on the Series A Convertible Preferred Stock. On June 30, 2015, a share of Series A Convertible Preferred Stock was convertible into 1.485 shares of common stock, and therefore, the special distribution to the holders of Series A Convertible Preferred Stock was $77.22 per share of Series A Convertible Preferred Stock.

At the time of the special distribution to shareholders, the Board and the Committee determined that it was appropriate to recognize the efforts of our management team in securing significant improvements in our

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operating and financial results. Accordingly, the Board and the Committee approved a cash award of $52.00 per vested Common Stock Option and $77.22 per vested Class B-1 Common Stock Option outstanding as of June 30, 2015. The Board and the Committee also approved a reduction in the exercise price of all outstanding but unvested Common Stock Options of $52.00 per share and all outstanding but unvested Class B-1 Common Stock Options of $77.22 per share as of June 30, 2015. In addition, the Board and the Committee approved a cash award of $52.00 per unvested RSU. Each of our NEO’s Stock Options were treated in accordance with the treatment described above, except for certain of Mr. Hachigian’s Stock Options (2,808 unvested Common Stock Options and 5,859 unvested Class B-1 Common Stock Options) which Stock Options were not repriced, and in respect of which Mr. Hachigian received a cash payment equal to $52.00 per unvested Common Stock Option and $77.22 per unvested Class B-1 Common Stock Option. In addition, in respect of 6,376 unvested RSUs, Mr. Hachigian received a payment equal to $52.00 per unvested RSU consistent with the treatment of all other RSU holders.

Equity Awards to NEOs

All equity awards to NEOs in 2015 were new hire grants made in connection with entry into an employment agreement with the Company. Please see the descriptions under “—Employment Agreements” below for the terms of grants to Messrs. Beck, Dinger and Maxwell. The Committee elected not to award any equity grants to our NEOs as a component of their 2016 compensation. Prior to the consummation of this offering, the Company intends to adopt the JELD-WEN Holding, Inc. Equity Incentive Plan, or “2017 Equity Plan”, to be incorporated into our compensation program to further align the interests of NEOs and our shareholders and to drive the Company’s commitment to a strong pay-for-performance compensation program. Equity grants under this plan are expected to be made annually beginning February 2017. The material terms of the 2017 Equity Plan are described under the heading “—JELD-WEN Holding, Inc. Equity Incentive Plan”.

Employee Benefits

Our NEOs generally participate in the same retirement program as other management employees assigned at their primary work location. NEOs in the United States participate in the Company’s 401(k) Retirement Savings Plan, or “401(k) Plan”, under which the Company will match contributions up to 4% of base salary subject to the annual statutory contribution levels. We make an annual contribution to a Superannuation Fund in Australia on behalf of Mr. Farmakis. Pursuant to his employment agreement, we made a one-time payment to Mr. Maxwell’s private pension account in the United Kingdom in January 2016 to replace a contribution due from his former employer that was forfeited due to his resignation, which payment must be repaid to the Company in the event of Mr. Maxwell’s voluntary separation prior to December 16, 2016. Mr. Maxwell has waived future pension contributions and will not participate in our U.K. pension scheme.

Each of our NEOs is also eligible to participate in our medical, dental, and other insurance programs, and is entitled to vacation and holiday pay, all in accordance with the terms and provisions in effect from time to time, and on substantially the same terms, as those generally offered to other employees.

Perquisites

Prior to his relocation to Charlotte, North Carolina, Mr. Beck was entitled to relocation benefits, including Company-paid temporary housing in Charlotte, and he is eligible for a payment of up to $500,000 as reimbursement for any loss on the sale of his primary residence in Bethesda, Maryland. Mr. Beck and his immediate family members are entitled to personal use of the Company aircraft, with the value of such usage limited to $150,000 annually.

Pursuant to the terms of the employment agreement that governed the terms of his employment while he served in the role of Chief Executive Officer, Mr. Hachigian is entitled to expense reimbursement for the costs associated with maintaining an office space in Houston, Texas and any costs associated with working remotely in Maine, and to use of a Company-leased apartment in Charlotte. In addition, Mr. Hachigian is entitled to use of

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the Company aircraft for business travel (including travel from his home in Houston to Charlotte). Mr. Hachigian is entitled to a tax gross-up payment to the extent the use of the apartment in Charlotte or the use of the Company aircraft results in taxable income to him. The above-described benefits continue to apply following Mr. Hachigian’s transition to the role of Executive Chairman, except that Mr. Hachigian is no longer entitled to use of the Company-leased apartment.

Pursuant to the terms of his employment agreement, Mr. Maxwell is entitled to an annual supplement of £10,000, payable ratably on a monthly basis (in lieu of provision of a Company vehicle), and reimbursement for business mileage. Pursuant to the terms of his employment agreement, Mr. Farmakis is provided use of an automobile leased by the Company.

Employment Agreements

The Company has entered into employment, letter, or other agreements with each of our NEOs, which agreements generally provide for indefinite employment terms that are terminable by either party on written notice, in most cases subject to post-employment severance obligations and restrictive covenants. For more information regarding the terms of these agreements and potential post-employment benefits for our NEOs, see the disclosure under the heading “—Potential Payments upon Termination or Change In Control”.

Summary Compensation Table

The following table sets forth the portion of compensation paid to our NEOs that is attributable to services performed during the year ended December 31, 2015.


Name and Principal Position ⁽¹⁾	Year		Salary ⁽²⁾		Bonus ⁽²⁾		Stock Awards ⁽³⁾		Option Awards ⁽⁴⁾		Non-Equity Incentive Plan Compensa- tion ⁽⁵⁾		All Other Compensa- tion ⁽⁶⁾		Total
Mark Beck		2015	$	81,731	$	1,300,000	$	3,906,150	$	8,440,053		—	$	0	$	13,727,934
President & Chief Executive Officer

Kirk Hachigian		2015	$	1,142,308		—		—	$	1,778,379	$	2,200,000	$	2,180,382	$	7,301,069
Chairman & Chief Executive Officer

L. Brooks Mallard		2015	$	415,385		—		—	$	351,214	$	600,000	$	56,265	$	1,422,864
EVP & Chief Financial Officer

John Dinger		2015	$	65,769	$	225,000	$	260,410	$	1,883,479		—	$	14,977	$	2,449,635
EVP & President, North America

Peter Maxwell		2015	$	80,142	$	97,453	$	260,410	$	1,177,174		—	$	4,959	$	1,620,138
EVP & President, Europe

Peter Farmakis		2015	$	393,390		—		—	$	133,738	$	275,373	$	104,328	$	906,829
EVP & President, Australasia

Mark Thurman		2015	$	412,500		—		—	$	634,274	$	516,000	$	354,601	$	1,917,375
Chief Operating Officer

Barry Homrighaus		2015	$	519,231	$	400,000		—	$	246,606	$	0	$	727,336	$	1,893,173
EVP, European Operations

(1)

This column includes the name and principal position of each NEO during the fiscal year ended December 31, 2015. Mr. Beck commenced employment effective November 30, 2015. Mr. Hachigian served as Executive Chairman & Chief Executive Officer from January 1, 2015 to November 30, 2015, and thereafter as Executive Chairman. Mr. Dinger commenced employment on November 1, 2015. Mr. Maxwell commenced employment on September 15, 2015.

(2)

The amounts in the salary and bonus columns represent the dollar value paid to each NEO in 2015. The salary reported for Messrs. Beck, Dinger, and Maxwell reflects salary from the dates of their respective employment through year-end. The bonuses paid to Messrs. Beck and Dinger were payments made to replace incentive compensation and other payments forfeited upon resignation from their prior employers. The bonus paid to Mr. Homrighaus is a guaranteed payment paid under the 2015 MIP, as agreed between the Company and the executive in connection with his retirement.

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(3)

Reflects the grant date fair value of RSUs granted to Messrs. Beck, Dinger, and Maxwell upon joining us and pursuant to their respective employment agreements with respect to Messrs. Beck and Dinger, which value is calculated in accordance with FASB ASC Topic 718 as described in Note 24 to the Company’s audited financial statements.

(4)

For Messrs. Beck, Dinger, and Maxwell, the amounts in this column represent the grant date fair value of stock options awarded upon joining us in 2015 calculated in accordance with FASB ASC Topic 718 as described in Note 24 to the Company’s audited financial statements. For the other NEOs, the amounts listed in this column reflect the increase in the grant date fair value attributable to the modification of stock options that were unvested as of June 30, 2015, which options were adjusted by a reduction in exercise price by (i) $52.00 for unvested Common Stock Options, and (ii) $77.22 for unvested Class B-1 Stock Options. The number of unvested Common Stock Options and Class B-1 Stock Options for which the exercise price was reduced for the applicable NEOs is as follows: Mr. Hachigian—16,848 Common Stock Options and 35,152 Class B-1 Stock Options; Mr. Mallard—3,200 Common Stock Options and 6,800 Class B-1 Stock Options; Mr. Farmakis—1,280 Common Stock Options and Class 2,720 B-1 Stock Options; Mr. Thurman—5,860 Common Stock Options and 12,228 Class B-1 Stock Options; and Mr. Homrighaus—3,089 Common Stock Options and 4,134 Class B-1 Stock Options. Mr. Hachigian held an additional 2,808 Common Stock Options and 5,859 Class B-1 Stock Options that were unvested as of June 30, 2015. Pursuant to an agreement with the Company, these Stock Options were not repriced and Mr. Hachigian received a cash payment equal to $52.00 per unvested Common Stock Option and $77.22 per unvested Class B-1 Common Stock Option, which cash payment is reported in the “All Other Compensation” column of this Summary Compensation Table.

(5)	The amounts listed were for awards paid under our 2015 MIP. Messrs. Beck, Dinger, and Maxwell did not participate in the 2015 MIP.

(6)	The amounts in this column represent all other compensation for the covered fiscal year that were not reported in any other column of the Summary Compensation Table, as reported in detail in the table below.


Name	401(k) Match/ Pension ^(a)		Life Insurance ^(b)		Cash Awards ^(c)		Housing/ Relocation ^(d)		SIFL ^(e)		Car/ Lease ^(f)		TOTAL
Mark Beck		—	$	0		—		—		—		—	$	0
Kirk Hachigian	$	7,950	$	18	$	2,126,754	$	33,766	$	11,894		—	$	2,180,382
L. Brooks Mallard	$	7,950	$	18		—	$	48,297		—		—	$	56,265
John Dinger		—	$	0		—	$	14,977		—		—		14,977
Peter Maxwell		—	$	628		—		—		—	$	4,331	$	4,959
Peter Farmakis	$	13,874		—	$	69,108		—		—	$	21,346	$	104,328
Mark Thurman	$	7,950	$	12	$	311,844	$	34,795		—		—	$	354,601
Barry Homrighaus	$	7,950	$	18	$	719,368		—		—		—	$	727,336

(a)

For Messrs. Hachigian, Mallard, Thurman, and Homrighaus, amounts listed are employer matching contributions for 2015 to the 401(k) Plan. Messrs. Beck and Dinger did not participate in the 401(k) Plan in 2015. For Mr. Farmakis, the amount listed is a payment on his behalf to the Australian Superannuation Fund.

(b)

Reflects premiums paid for life insurance of $10,000 for each NEO in the United States. For Mr. Maxwell, the amounts are for standard life insurance benefits equal to four (4) times his base salary (£740,000).

(c)

On July 28, 2015, the Committee approved a special cash award to holders of record as of June 30, 2015 of vested Stock Options equal to (x) $52.00 per vested Common Stock Option and (y) $77.22 per vested Class B-1 Common Stock Option. The number of vested Stock Options held by each of the NEOs eligible to receive such special cash awards were as follows: Mr. Hachigian—5,616 Common Stock Options and 11,717 Class B-1 Stock Options; Mr. Farmakis—320 Common Stock Options and 680 Class B-1 Common Stock Options; Mr. Thurman—1,465 Common Stock Options and 3,052 Class B-1 Common Stock Options; and Mr. Homrighaus—4,632 Common Stock Options and 6,197 Class B-1 Common Stock Options. Pursuant to an agreement with Company, the cash award to Mr. Hachigian also included a cash payment equal to $598,422 in respect of 2,808 unvested Common Stock Options and 5,859 unvested Class B-1 Common Stock Options. In recognition of this payment, the original per share exercise price of $206.72 applicable to these unvested Stock Options was not repriced. Mr. Hachigian’s cash award also included $331,552 in respect of 6,376 RSUs which were unvested as of June 30, 2015.

(d)

The amount reported for Mr. Hachigian includes costs related to a company-paid apartment in Charlotte, North Carolina ($31,177 attributable to rent; $2,464 attributable to utility costs; and $125 attributable to insurance coverage costs). The amount reported for Mr. Mallard includes temporary living expenses in Charlotte, North Carolina ($17,291), mileage ($359) and commuting expenses for flights between Detroit, Michigan and Charlotte, North Carolina ($30,597). The amount reported for Mr. Dinger includes temporary living expenses in Charlotte, North Carolina ($14,977) including a tax gross-up on taxable reimbursements ($7,129). The amount reported for Mr. Thurman includes a monthly housing allowance of $1,933.08 for 18 bi-weekly pay periods in 2015 to defray costs associated with maintaining a temporary residence in Charlotte, North Carolina, which payments terminated upon his resignation effective August 31, 2015.

(e)

Reflects the incremental cost to the Company associated with Mr. Hachigian’s personal use of the company aircraft of $11,894.

(f)

Mr. Maxwell is provided an annual supplement of £10,000, payable ratably on a monthly basis (in lieu of provision of a Company vehicle), and reimbursement for business mileage. Mr. Farmakis is provided a leased vehicle pursuant to his employment agreement.

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Grants of Plan-Based Awards

The following table summarizes the awards granted to each of our NEOs during the year ended December 31, 2015.


Name	Grant Date ⁽¹⁾		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽²⁾						Number of Securities Underlying Common Stock Options			Number of Securities Underlying B-1 Common Stock Options			Exercise or Base Price of Option Awards (per share) ⁽³⁾		Grant Date Fair Value of Stock Option Awards ⁽⁴⁾		All Other Stock Awards ⁽⁵⁾		Grant Date Fair Value of Stock Awards ⁽⁴⁾
Name	Grant Date ⁽¹⁾		Threshold		Target		Maximum		Number of Securities Underlying Common Stock Options			Number of Securities Underlying B-1 Common Stock Options			Exercise or Base Price of Option Awards (per share) ⁽³⁾		Grant Date Fair Value of Stock Option Awards ⁽⁴⁾		All Other Stock Awards ⁽⁵⁾		Grant Date Fair Value of Stock Awards ⁽⁴⁾
Mark Beck		11/30/15		—		—		—		8,700			—		$	260.41	$	1,163,590		—		—
		11/30/15		—		—		—		—			21,300		$	382.02	$	7,276,463		—		—
		11/30/15		—		—		—		—			—			—		—		15,000	$	3,906,150

Kirk Hachigian		02/19/15	$	660,000	$	1,100,000	$	2,200,000		—			—			—		—		—		—
		07/28/15		—		—		—		16,848	⁽⁶⁾		—		$	154.72	$	348,922		—		—
		07/28/15		—		—		—		—			35,152	⁽⁶⁾	$	129.50	$	1,429,456		—		—

L. Brooks Mallard		02/19/15	$	180,000	$	300,000	$	600,000		—			—			—		—		—		—
		07/28/15		—		—		—		3,200			—		$	154.72	$	67,763		—		—
		07/28/15		—		—		—		—			6,800		$	129.50	$	283,451		—		—

John Dinger		11/01/15		—		—		—		2,320			—		$	260.41	$	264,986		—		—
		11/01/15		—		—		—		—			5,680		$	382.02	$	1,618,493		—		—
		11/01/15		—		—		—		—			—			—		—		1,000	$	260,410

Peter Maxwell		09/28/15		—		—		—		1,450			—		$	260.41	$	165,616		—		—
		09/28/15		—		—		—		—			3,550		$	382.02	$	1,011,558		—		—
		09/28/15		—		—		—		—			—			—		—		1,000	$	260,410

Peter Farmakis		02/19/15	$	82,612	$	137,687	$	275,373		—			—			—		—		—		—
		07/28/15		—		—		—		1,280			—		$	154.72	$	25,746		—		—
		07/28/15		—		—		—		—			2,720		$	129.50	$	107,992		—		—

Mark Thurman		02/19/15	$	221,100	$	368,500	$	737,000		—			—			—		—		—		—
		07/28/15		—		—		—		5,860			—		$	154.72	$	124,071		—		—
		07/28/15		—		—		—		—			12,208		$	129.50	$	510,203		—		—

Barry Homrighaus		02/19/15	$	180,000	$	300,000	$	600,000		—			—			—		—		—		—
		07/28/15		—		—		—		3,089			—		$	187.51	$	63,292		—		—
		07/28/15		—		—		—		—			4,132		$	162.29	$	183,313		—		—

(1)

Equity awards with a grant date of July 28, 2015 report unvested Stock Options that were outstanding as of June 30, 2015 for which the Committee approved a reduction in the exercise price of $52.00 per share of common stock and $77.22 per share of Class B-1 Common Stock (except with respect to Mr. Hachigian’s Stock Options which are described in footnote 6 to this table). For all other equity awards, the grant date is the effective date of the grant.

(2)

Reflects potential payouts under the 2015 MIP. Payments to Mr. Farmakis are converted from AUD ($) to USD ($) at the December 31, 2015 rate of .7285. Messrs. Beck, Maxwell, and Dinger did not participate in the 2015 MIP. Potential payouts to Mr. Thurman are pro-rated to reflect his resignation effective August 31, 2015.

(3)	The amounts in this column reflect the per-share exercise price of the Stock Options granted or repriced in 2015.

(4)

The amounts in this column reflect the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. The value of Stock Options with a grant date of July 28, 2015 reflects only the incremental fair value attributable to the modification of the exercise price of unvested Stock Options approved by the Board on July 28, 2015.

(5)	The RSUs granted to Mr. Beck will vest as to 25% on each of the first four anniversaries of November 30, 2015. The RSUs granted to Mr. Dinger will vest as to 50% on November 1, 2017 and 50% on November 1, 2018. The RSUs granted to Mr. Maxwell will vest on September 15, 2018.

(6)

Upon joining us as Chairman & Chief Executive Office on April 1, 2014, the Committee granted Mr. Hachigian two stock option awards, each with an exercise price of $206.72 per share. The first grant was an option to purchase 52,000 shares (16,848 shares of common stock and 35,152 shares of B-1 Common Stock), one-third of which vested on the first anniversary of the grant date and the remainder vesting on the second anniversary of the grant date. The second grant was an option to purchase 26,000 shares (8,424 shares of common stock and 17,576 shares of B-1 Common Stock) which is scheduled to vest on the third anniversary of the grant date. On July 28, 2015, the Committee approved the re-pricing of all unvested Stock Options that were outstanding as of June 30, 2015, which resulted in the reduction in the exercise price of $52.00 per Common Stock Option and $77.22 per Class B-1 Common Stock Options. Rather than applying the exercise price reduction to the full unvested portion of the first grant, the Committee approved treating fifty percent of the first option grant as vested for purposes of the special cash award and the re-pricing, which resulted 2,808 unvested Common Stock Options and 5,859 Class B-1 Common Stock Options not being repriced (and retaining the original exercise price of $206.72 per share) and an additional special cash award of $598,442 being made to Mr. Hachigian. All of Mr. Hachigian’s second option grant was repriced.

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Employment Agreements

Mark Beck

In connection with his commencement of employment with the Company, Mr. Beck entered into an employment agreement effective November 30, 2015, which provides that he will serve in the role of President and Chief Executive Officer. Effective as of June 1, 2016, Mr. Beck also serves on our Board. Mr. Beck’s employment may be terminated at any time by either party upon not less than 30 days’ notice to the other party. The employment agreement provides he is entitled to an initial annual base salary of $850,000 which may be increased at the discretion of the Committee, and that his target bonus opportunity under the MIP for 2016 is equal to 125% of his base salary. Pursuant to his employment agreement, Mr. Beck received a guaranteed payment of $1,300,000 to compensate him for bonus opportunity and other compensation forfeited upon his resignation from his prior employer. Mr. Beck, who has relocated to Charlotte, North Carolina, also received benefits under our relocation policy, including temporary housing in Charlotte at company expense, and is eligible for a payment of up to $500,000 as reimbursement for any loss on the sale of his primary residence in Bethesda, Maryland. Mr. Beck and his family are permitted to use the Company aircraft for personal travel with a value limited to $150,000 annually.

On November 30, 2015, Mr. Beck was awarded 30,000 Stock Options (8,700 Common Stock Options, each with an exercise price of $260.41 and 21,300 Class B-1 Common Stock Options, each with an exercise price of $382.02 per share) which vest in equal annual installments on each of the first five anniversaries of the date of grant, subject to his continued employment. Concurrent with the grant of his Stock Options, Mr. Beck was granted 15,000 RSUs which vest in equal annual installments on each of the first four anniversaries of the date of grant, subject to his continued employment. In the event Mr. Beck is terminated by us without Cause or he resigns with Good Reason (as those terms are defined in his employment agreement), the Stock Options and RSUs scheduled to vest on the annual vesting date next following his date of termination will be deemed vested, and such vested Stock Options will remain exercisable for 90 days following the date of termination. In addition, all of Mr. Beck’s Stock Options and RSUs will become fully vested upon a “Company Sale”, provided that Mr. Beck is actively employed on the date of the Company Sale. A “Company Sale” is defined to include any of the following which occurs prior to an IPO: (i) the consummation of a merger with or into the Company in which securities of the Company are issued, after which more than 50% of the outstanding voting power of the then-outstanding voting securities of the surviving corporation is owned by a Person (as such term is defined in the award agreement) other than the stockholders of the Company immediately before such merger; (ii) the acquisition of the Company’s assets by a Person such that following such sale, such Person owns more than 50% of the Company’s assets, or (iii) the acquisition of the Company’s outstanding common stock and preferred stock by a Person such that following such sale, such Person owns more than 50% of the Company’s outstanding common stock and preferred stock. Pursuant to his employment agreement, Mr. Beck will be entitled to receive an equity award having an expected grant date fair value of no less than $2,500,000, which shall be made on the first date the Company grants equity awards to other executives following the Company’s initial public offering. Further, pursuant to the terms of his employment agreement, Mr. Beck elected to purchase 2,000 shares of common stock at a purchase price of $260.41 per share.

In the event Mr. Beck receives any payments or benefits under any agreement or arrangement with the Company that are paid in connection with a change in control of the Company such that he would be subject to an excise tax under the Code (a “Parachute Payment”), the Company shall pay to Mr. Beck whichever of the following would result in Mr. Beck’s receipt, on an after-tax basis, of the greater amount of Parachute Payment notwithstanding that an excise tax may be applied to all or some portion of such payment: (x) the payment in full of the entire amount of the Parachute Payment or (y) payment of only part of the Parachute Payment so that Mr. Beck receives the largest payment possible without the imposition of the excise tax.

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Kirk Hachigian

In connection with his commencement of employment as Chief Executive Officer, Mr. Hachigian entered into an employment agreement effective April 1, 2014, which provided for an annual base salary of $750,000 and a target bonus opportunity equal to 100% of his base salary. Under the employment agreement, Mr. Hachigian is entitled to expense reimbursement for the costs associated with maintaining an office space in Houston, Texas and any costs associated with working remotely in Maine, and to use of a Company-leased apartment in Charlotte, North Carolina. In addition, Mr. Hachigian is entitled to use of the Company aircraft for business travel (including travel from his home in Houston, Texas to Charlotte, North Carolina) as well as for personal use at Mr. Hachigian’s own expense. Mr. Hachigian is entitled to a tax gross-up payment to the extent the use of the apartment in Charlotte, North Carolina or the use of the Company aircraft results in taxable income to him.

Following a review of Mr. Hachigian’s overall compensation package in November 2014, the Committee increased Mr. Hachigian’s base annual salary to $1,100,000 and awarded him 6,376 RSUs which are scheduled to vest in equal annual installments on the first three anniversaries of the grant date. In November 2015, the Committee approved modifications to our employment agreement with Mr. Hachigian as part of the transition of his responsibilities as Chief Executive Officer to Mr. Beck. Pursuant to such modifications, Mr. Hachigian was named Executive Chairman effective December 1, 2015. These modifications provided that Mr. Hachigian would remain employed full-time through at least March 31, 2016 to assure an orderly transition and would be entitled to the same salary and benefits as previously in place. Mr. Hachigian would continue to be eligible for medical and dental benefits whether or not he continues to provide services to the company on a full-time basis. If Mr. Hachigian terminated his employment and became Non-Executive Chairman, Mr. Hachigian would be designated a key Non-Employee under our Stock Incentive Plan so that all stock options and RSUs granted to him would remain in place in accordance with the terms and conditions of the original award agreement, including continued vesting.

Effective March 28, 2016, the Committee approved further modifications to Mr. Hachigian’s compensation recognizing that his role as Executive Chairman would result in a reduced commitment of Mr. Hachigian’s service and time. Pursuant to this agreement, Mr. Hachigian will continue to serve as Executive Chairman until December 31, 2018 or such other date as agreed. Mr. Hachigian’s annual base salary was reduced to $500,000 effective March 28, 2016 and his participation in the 2016 MIP terminated on March 31, 2016, provided that he will remain eligible for a pro-rata award based on his three months of full-time service in 2016. He will also continue to be eligible for standard employee benefits while an employee. Mr. Hachigian and his family will be provided medical and dental benefits by the Company until the later of December 31, 2020 or the date he becomes eligible for COBRA coverage. As an employee, Mr. Hachigian’s stock options and RSUs will continue to vest and be available for exercise in accordance with the terms and conditions of the award agreement.

L. Brooks Mallard

In connection with his commencement of employment with the Company, Mr. Mallard entered into a letter agreement effective October 30, 2014, which provides that he will serve in the role of Executive Vice President and Chief Financial Officer. Mr. Mallard’s employment may be terminated at any time by either party. The employment agreement provides he is entitled to an initial annual base salary of $400,000 which may be increased in the discretion of the Committee, and that his target bonus opportunity is equal to 75% of his base salary.

On November 30, 2015, Mr. Mallard also entered into a Management Transition Agreement which provides that in the event he is terminated without Cause (as defined in the Management Transition Agreement) during the 24-month period beginning on December 1, 2015 through November 30, 2017, he will be provided at least two weeks’ written notice before the effective date of termination. During the notice period, the Company and Mr. Mallard will discuss and agree on a transition plan to ensure a smooth transition of his duties and responsibilities. The Management Transition Agreement provides that the during the 12-month period following

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the end of the notice period Mr. Mallard shall (i) continue to assist in the orderly transition of his responsibilities on an “as requested basis”, (ii) continue to vest in his equity awards under the Stock Incentive Plan and (iii) receive separation benefits as described in greater detail below under the heading “—Potential Payments upon Termination or Change In Control”.

John Dinger

In connection with his commencement of employment with the Company, Mr. Dinger entered into a letter agreement effective November 1, 2015, which provides that he will serve in the role of Executive Vice President and President, North America. Mr. Dinger’s employment may be terminated at any time by either party. The employment agreement provides he is entitled to an initial annual base salary of $380,000 which may be adjusted in the discretion of the Committee, and that his target bonus opportunity is equal to 60% of his base salary.

On November 30, 2015, Mr. Dinger also entered into a Management Transition Agreement which provides that in the event he is terminated without Cause (as defined in the Management Transition Agreement) during the 24-month period beginning on December 1, 2015 through November 30, 2017, he will be provided at least two weeks’ written notice before the effective date of termination. During the notice period, the Company and Mr. Dinger will discuss and agree on a transition plan to ensure a smooth transition of his duties and responsibilities. The Management Transition Agreement provides that the during the twelve-month period following the end of the notice period Mr. Dinger shall (i) continue to assist in the orderly transition of his responsibilities on an “as requested basis”, (ii) continue to vest in his equity awards under the Stock Incentive Plan and (iii) receive separation benefits as described in greater detail below under the heading “—Potential Payments upon Termination or Change In Control”.

On November 11, 2015, pursuant to the terms of his employment agreement, Mr. Dinger was granted 1,000 RSUs, 2,320 Common Stock Options with an exercise price of $260.41 per share, and 5,680 Class B-1 Common Stock Options with an exercise price of $382.02 per share.

Peter Maxwell

In connection with his commencement of employment with the Company, Mr. Maxwell entered into an employment agreement effective as of September 15, 2015, which provides that he will serve in the role of Executive Vice President and President, Europe. Mr. Maxwell’s employment may be terminated at any time by either party upon not less than six months’ notice to the other party, provided that the Company may terminate Mr. Maxwell immediately by paying his base salary over the notice period in lieu of providing such notice. The employment agreement provides he is entitled to an initial annual base salary of £185,000 which may adjusted in the discretion of the Committee, and that his target bonus opportunity is equal to 50% of his base salary. Mr. Maxwell is entitled to an annual automobile allowance of £10,000 and reimbursement for business mileage. Pursuant to the employment agreement, Mr. Maxwell agrees that he will not participate in the Jeld-Wen UK Retirement Plan and that he has relinquished in perpetuity the right to join the plan. In January 2016, the Company made a one-time payment to Mr. Maxwell’s private pension account in the United Kingdom to replace a contribution due from his former employer that was forfeited due to his resignation, which payment must be repaid to the Company in the event of Mr. Maxwell’s voluntary separation prior to December 16, 2016. The Committee approved an increase in Mr. Maxwell’s target bonus opportunity to 60% of base salary for 2016.

On November 30, 2015, Mr. Maxwell also entered into a Management Transition Agreement which provides that in the event he is terminated without Cause (as defined in the Management Transition Agreement) during the 24-month period beginning on December 1, 2015 through November 30, 2017, he will be provided at least two weeks’ written notice before the effective date of termination. During the notice period, the Company and Mr. Maxwell will discuss and agree on a transition plan to ensure a smooth transition of his and responsibilities. The Management Transition Agreement provides that the during the 12-month period following the end of the notice period Mr. Maxwell shall (i) continue to assist in the orderly transition of his responsibilities

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on an “as requested basis”, (ii) continue to vest in his equity awards under the Stock Incentive Plan and (iii) receive separation benefits as described in greater detail below under the heading “—Potential Payments upon Termination or Change In Control”.

On September 28, 2015, pursuant to the terms of his employment agreement, Mr. Maxwell was granted 1,000 RSUs, 1,450 Common Stock Options with an exercise price of $260.41 per share, and 3,550 Class B-1 Common Stock Options with an exercise price of $382.02 per share.

Peter Farmakis

In connection with his commencement of employment with the Company, Mr. Farmakis entered into an Executive Services Agreement dated June 28, 2013, pursuant to which Mr. Farmakis initially served as Chief Operating Officer, Australasia and was entitled to an annual base salary of AUD $500,000. Mr. Farmakis was subsequently promoted to the role of Executive Vice President & President, Australia in June 2014 and in connection therewith, his annual base salary was increased to AUD $540,000 and his target annual bonus opportunity was set at 35% of his base salary. Mr. Farmakis is eligible for standard benefits available to our managers in Australia, including a leased vehicle and employer contributions to the Superannuation Fund up to a maximum of AUD $25,000 per year. The Committee approved an increase in Mr. Farmakis’s target bonus opportunity to 50% of base salary for 2016.

On November 30, 2015, Mr. Farmakis also entered into a Management Transition Agreement which provides that in the event he is terminated without Cause (as defined in the Management Transition Agreement) during the 24-month period beginning on December 1, 2015 through November 30, 2017, he will be provided at least two weeks’ written notice before the effective date of termination. During the notice period, the Company and Mr. Farmakis will discuss and agree on a transition plan to ensure a smooth transition of his duties and responsibilities. The Management Transition Agreement provides that the during the twelve-month period following the end of the notice period Mr. Farmakis shall (i) continue to assist in the orderly transition of his responsibilities on an “as requested basis”, (ii) continue to vest in his equity awards under the Stock Incentive Plan and (iii) receive separation benefits as described in greater detail below under the heading “—Potential Payments upon Termination or Change In Control”.

Mark Thurman

Mr. Thurman was entitled to payment of his base salary through the date of resignation pursuant to his management employment agreement, as amended by a letter agreement with the Company dated August 12, 2015, pursuant to which Mr. Thurman agreed and acknowledged that he would not be entitled to any severance in connection with his resignation which was effective on August 31, 2015, and that he will be subject to non-competition and non-solicitation covenants through December 31, 2017. The letter agreement provided that Mr. Thurman would be eligible for a pro-rated annual bonus under the 2015 MIP and that the Stock Options granted to Mr. Thurman on January 1, 2014 would be deemed 50% vested on January 1, 2016, and would remain outstanding until December 31, 2017.

Barry Homrighaus

For 2015, Mr. Homrighaus was entitled to payment of base salary and eligible to receive a bonus under the terms of his management employment agreement with the Company, as amended on May 13, 2014. The management employment agreement provided that Mr. Homrighaus was entitled to a base salary of $500,000 and that his target bonus opportunity is equal to 60% of his base salary.

In an agreement dated February 10, 2015, Mr. Homrighaus and the Company agreed upon a transition plan leading to his planned retirement on December 31, 2016. This agreement provided that Mr. Homrighaus’s base salary ($500,000) and target bonus (approximately 60%) would remain the same for 2015, but that his duties as

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Executive Vice President, European Operations would be modified during the year as part of a leadership transition. The agreement also provided that Mr. Homrighaus would relinquish all of his responsibilities as Executive Vice President, European Operations no later than December 31, 2015, and that he would be assigned special projects at a reduced salary in 2016.

Pursuant to a letter signed March 8, 2016, it was agreed that Mr. Homrighaus’s duties in 2016 would be limited to transition-related matters. In recognition of his reduced responsibilities, Mr. Homrighaus’ annual base salary was reduced to $50,500 effective February 1, 2016.

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Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of securities underlying the equity awards held by each of our NEOs as of December 31, 2015.


			Option Awards												Stock Awards
Name	Grant Date ⁽¹⁾		Number of Common Stock Options underlying unexercised options exercisable		Number of Common Stock Options underlying unexercised options unexercisable ⁽²⁾		Number of Class B-1 Common Stock Options underlying unexercised options exercisable		Number of Class B-1 Common Stock Options underlying unexercised options unexercisable ⁽²⁾		Option exercise price		Option expiration date		Number of shares or units of restricted stock that have not vested ⁽³⁾		Market value of shares or units of stock that have not vested ⁽⁴⁾
Mark Beck		11/30/15		—		8,700		—		—	$	260.41		11/30/25		15,000	$	4,034,850
		11/30/15		—		—		—		21,300	$	382.02		11/30/25		—		—

Kirk Hachigian		04/01/14		5,616		2,808		11,717		5,859	$	206.72		04/01/24		—		—
		11/10/14		—		—		—		—		—		—		4,251	$	1,143,476
		07/28/15		—		16,848		—		—	$	154.72		04/01/24		—		—
		07/28/15		—		—		—		35,152	$	129.50		04/01/24		—		—

L. Brooks Mallard		07/28/15		640		2,560		—		—	$	154.72		10/30/24		—		—
		07/28/15		—		—		1,360		5,440	$	129.50		10/30/24		—		—

John Dinger		11/01/15		—		2,320		—		—	$	260.41		11/01/25		1,000	$	268,990
		11/01/15		—		—		—		5,680	$	382.02		11/01/25		—		—

Peter Maxwell		09/28/15		—		1,450		—		—	$	260.41		09/15/25		1,000	$	268,990
		09/28/15		—		—		—		3,550	$	382.02		09/15/25		—		—

Peter Farmakis		05/02/14		320		—		680		—	$	206.72		05/02/24		—		—
		07/28/15		—		1,280		—		—	$	154.72		05/02/24		—		—
		07/28/15		—		—		—		2,720	$	129.50		05/02/24		—		—

Mark Thurman ⁽⁵⁾		01/01/14		1,465		—		3,052		—	$	206.72		12/31/17		—		—
		07/28/15		—		2,197		—		—	$	154.72		12/31/17		—		—
		07/28/15		—		—		—		4,578	$	129.50		12/31/17		—		—

Barry Homrighaus ⁽⁶⁾		12/20/11		4,632		—		6,197		—	$	239.51		12/31/18		—		—
		07/28/15		1,545		1,544		—		—	$	187.51		12/31/18		—		—
		07/28/15		—		—		2,066		2,066	$	162.29		12/31/18		—		—

(1)

Equity awards with a grant date of July 28, 2015 report unvested Stock Options that were outstanding as of June 30, 2015 for which the Committee approved a reduction in the exercise price of $52.00 per share of common stock and $77.22 per share of Class B-1 Common Stock. For all other equity awards, the grant date is the effective date of the grant.

(2)

Mr. Beck’s Stock Options shown in these columns will vest as to 20% on each of November 30, 2016, November 30, 2017, November 30, 2018, November 30, 2019 and November 30, 2020, provided, that, upon a Company Sale (as defined in his award agreement), his Stock Options will vest in full. Mr. Hachigian’s Stock Options shown in these columns that were granted on April 1, 2014 vested on April 1, 2016. Mr. Hachigian’s Stock Options shown in these columns that were repriced on July 28, 2015 vested or will vest as to 50% on each of April 1, 2016 and April 1, 2017. All of Mr. Hachigian’s Stock Options will vest in full upon a Change in Control (as defined in his award agreements). Mr. Mallard’s Stock Options shown in these columns that were repriced on July 28, 2015 vested or are scheduled to vest as to 25% on each of October 30, 2016, October 30, 2017, October 30, 2018, and October 30, 2019. Mr. Maxwell’s Stock Options shown in these columns vested or will vest as to 20% on each of September 15, 2016, September 15, 2017, September 15, 2018, September 15, 2019, and September 15, 2020. Mr. Farmakis’ Stock Options shown in these columns that were repriced on July 28, 2015 vested or will vest as to 25% on each of May 2, 2016, May 2, 2017, May 2, 2018, and May 2, 2019.

(3)

The amounts in this column represent the total number of RSUs that were not vested as of December 31, 2015. Mr. Beck’s RSUs will vest as to 25% on each of November 30, 2016, November 30, 2017, November 30, 2018 and November 30, 2019. Mr. Hachigian’s RSUs will vest as to 50% on November 10, 2016 and 50% on November 10, 2017. Mr. Dinger’s RSUs will vest as to 50% on November 1, 2017 and 50% on November 1, 2018. All of Mr. Maxwell’s RSUs will vest on September 15, 2018.

(4)	The amounts in this column represent the aggregate market value of RSUs based upon a valuation of our common stock on December 31, 2015 of $268.99.

(5)

Pursuant to the terms of his letter agreement with the Company, Mr. Thurman resigned effective August 31, 2015. Mr. Thurman’s letter agreement provided that his Stock Options granted in 2014 were vested as to 50% on January 1, 2016, and that such vested Stock Options would remain exercisable until December 31, 2017.

(6)	Pursuant to his letter agreement with the Company, Mr. Homrighaus will retire effective December 31, 2016. As of such date all of Mr. Homrighaus’ Stock Options will be fully vested, and such Stock Option shall remain exercisable until December 31, 2018.

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Option Exercises and Stock Vested

The following table lists the options exercised and stock vested for each of the NEOs during the year ended December 31, 2015. In 2015, none of the NEOs exercised any Stock Options.


	Stock Awards
Name	Number of shares vested ⁽¹⁾		Market value of shares or units of stock that have vested ⁽²⁾
Mark Beck		—		—
Kirk Hachigian		2,125	$	571,604
L. Brooks Mallard		—		—
John Dinger		—		—
Peter Maxwell		—		—
Peter Farmakis		—		—
Mark Thurman		—		—
Barry Homrighaus		—		—

(1)	On November 10, 2015, 2,125 RSUs granted to Mr. Hachigian vested.

(2)	Represents the aggregate value of Mr. Hachigian’s RSUs, at a value of $268.99 per share, when settled in January 2016.

Pension Benefits

The following table provides information with respect to the JELD-WEN, Inc. Restated Pension Plan (the “Pension Plan”) that provides for payments or other benefits at, following, or in connection with retirement during the fiscal year ended December 31, 2015.


Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)	Payments During Last Fiscal Year ($)
Kirk Hachigian	N/A	—	—	—
Mark Beck	N/A	—	—	—
L. Brooks Mallard	N/A	—	—	—
John Dinger	N/A	—	—	—
Peter Maxwell	N/A	—	—	—
Peter Farmakis	N/A	—	—	—
Mark Thurman	N/A	—	—	—
Barry Homrighaus	JWI Restated Pension Plan	5	$28,500	—

(1)	In 1978, the Company amended the Pension Plan making only non-salaried employees eligible to participate. As such, Mr. Homrighaus’ years of credited service relate only to the years he was employed with the Company prior to such change in the Pension Plan.

(2)

Mr. Homrighaus is the only NEO with benefit accruals under the Pension Plan, which is no longer open to new employees. The present value of the accumulated pension benefits is computed on the same basis and using the same assumptions that the Company uses for financial statement reporting purposes. For further details, see Note 32— Employee Retirement and Pension Benefits to the Company’s consolidated financial statements included in this prospectus.

Participants under the Pension Plan accrue a benefit equal to 1.5% of average compensation (“Benefit Credit Value”, as defined in the Pension Plan) multiplied by years of benefit service. Average compensation is equal to the Participant’s average monthly compensation for the five years yielding the highest average and generally includes all compensation except for special items, such as moving expenses, long-term disability pay, and awards. Benefit Credit Values are capped at a maximum of $36, as is the case with Mr. Homrighaus. A Participant is credited with one full year of Benefit Service for each year he or she is an eligible employee and has worked at least 1,000 hours. A Participant is not eligible for early retirement benefits unless that Participant remains employed through his or her Benefit Commencement Date (as defined in the Pension Plan).

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The present value of the accumulated pension benefits is computed on the same basis and using the same assumptions that we use for financial statement reporting purposes, except that for purposes of calculating the present value, we assume that all named executives who are not yet 65 will remain in service until age 65, the age at which they may retire without any reduction in benefits. We also assume that benefits are payable under the available forms of annuity consistent with the assumptions described in Note 32— Employee Retirement and Pension Benefits in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus, including the statutory discount rate assumption of 4.25%. The postretirement mortality assumption used for present value calculations is the RP-2015 Blue Collar Annuitant (M) mortality table projected generationally using MP-2015 (M) mortality table.

Potential Payments upon Termination or Change In Control

Each of the NEOs would be entitled to certain payments and benefits following a termination of employment in certain circumstances. These potential benefits are summarized below and reflect obligations pursuant to employment agreements, letter agreements as well as other compensatory arrangements and policies. The amounts of potential payments and benefits for our NEOs reflected in the table below assume that the termination of employment in the circumstances noted occurred on December 31, 2015.

Termination for Cause or Voluntary Resignation without Good Reason

Upon a termination by the Company for Cause (as defined in the relevant employment agreement or as determined in accordance with the Stock Incentive Plan) or due to a voluntary resignation without Good Reason (as defined in the relevant employment agreement), no severance benefits would be paid to the NEO. Pursuant to applicable employment and award agreements, Stock Options, whether vested or unvested, and unvested RSUs would in each case be forfeited immediately upon termination for Cause for no consideration. The NEO would receive a payment for unused vacation days accrued in the year of termination and would continue to be eligible for medical and dental benefits until the end of the month in which termination occurred. The NEO would forfeit the right to an annual bonus under the MIP in the year of termination, but would be paid for any bonus earned in the prior fiscal year if such bonus had not yet been paid prior to the date of termination.

Upon termination of employment for any reason other than death, disability, retirement on or after age 65, or termination for cause, all unvested Stock Options and RSU’s are immediately forfeited and vested Stock Options remain exercisable for the 90-day period following termination.

Upon a termination for any reason, Mr. Hachigian is entitled to receive, at no cost to the executive, continued health and dental benefits for himself and his dependents through December 31, 2020. Upon a sale of the Company, the Company will place into escrow an amount equal to the cost of such benefits.

Termination Due to Death, Disability or Retirement

Upon a termination due to death, disability or retirement after age 65, none of the NEOs would receive any benefits not ordinarily provided under our standard life insurance and disability benefit plans. Under the Company’s standard life insurance policy, in the event an NEO dies while actively employed, his beneficiary will receive a payment of $10,000 (or four times annual salary, in the case of Mr. Maxwell) and base salary continuation (based on the annual base salary in effect at the time of death) for a period of one year. Under the Company’s disability benefit plan, if an NEO becomes disabled, he will be entitled to six months’ salary continuation.

Pursuant to the applicable award agreements, all unvested Stock Options and RSUs granted to a NEO would be forfeited immediately in the event of a termination of employment due to death, disability or retirement. Stock Options that are vested on the date of death, disability or retirement on or after age 65 will remain exercisable until the earlier to occur of (x) the expiration of the twelve-month period following termination and (y) the Stock Option expiration date.

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Termination without Cause or Resignation for Good Reason

The employment agreements or other compensation arrangements with Messrs. Beck, Hachigian, Mallard, Dinger, Maxwell, Farmakis, and Homrighaus provide that if their employment is terminated by the Company without Cause (as defined in the applicable agreement) or in the case of Messrs. Beck, Hachigian, and Mallard, if they resign for “Good Reason” (as defined in the applicable agreement), they are entitled to the benefits described below.

Mr. Beck

Mr. Beck’s employment agreement provides that he will be entitled to base salary continuation and medical benefits for one year in the event his employment is terminated by us without Cause or he resigns for Good Reason (as defined in the agreement). Pursuant to the applicable award agreements, in the event Mr. Beck’s employment is terminated without Cause or he resigns for Good Reason, any Stock Options and RSUs scheduled to vest on the vesting date next following the date of termination will vest immediately upon termination. Vested Stock Options will remain available for exercise for 90 days following termination.

In order to receive these post-employment benefits, Mr. Beck must execute a binding waiver and release of all legal claims against the Company. Mr. Beck is also subject to non-competition and non-solicitation provisions for 18 months following his termination of employment.

Mr. Hachigian

Upon the termination of Mr. Hachigian’s employment without Cause or if he resigned for Good Reason on or before December 31, 2015, Mr. Hachigian would not receive salary continuation. In the event of his termination on or after January 1, 2016, he will not receive severance pay. Regardless of the reason or timing of his termination, Mr. Hachigian and his dependents will be provided medical and dental benefits by us at no cost until December 31, 2020. Pursuant to agreements approved by the Committee in March 2016, Mr. Hachigian will remain actively employed as Executive Chairman until December 31, 2018. In the event Mr. Hachigian’s employment terminates prior to that date, the parties have agreed that he will be named Non-Executive Chairman and that the Committee will designate him a “Key Non-Employee” of the Company as defined in the Stock Incentive Plan. This designation will permit unvested Stock Options and RSUs granted to Mr. Hachigian to continue to vest and remain exercisable in accordance with the terms of the award agreement.

In order to receive these post-employment benefits, Mr. Hachigian must execute a binding waiver and release of all legal claims against us. Mr. Hachigian is also subject to non-competition and non-solicitation provisions for 24 months following his termination of employment.

Messrs. Mallard, Dinger, Maxwell and Farmakis

Pursuant to their management transition agreements, each of Messrs. Mallard, Dinger, Maxwell, and Farmakis will receive salary continuation for twelve months in the event his employment is terminated by the Company without Cause (as defined in the agreement) prior to December 1, 2017. The executive will be eligible for medical and dental benefits at the same cost as active employees for up to 18 months following termination. The executive will also receive a bonus under the MIP in the calendar year of termination as earned, based on actual performance under the terms of the MIP (subject to a minimum payment equal to his target annual bonus opportunity). In the calendar year following his termination, the executive will receive a pro-rata target bonus under the MIP based on his target bonus opportunity at the time of his termination. For the twelve-month period following his termination, the executive will be required to assist with an orderly management transition. During this period, the executive will be designated a “Key Non-Employee” such that his equity awards will continue to vest, and following such period, his vested Stock Options will remain outstanding for 90 days. Unvested RSUs granted to Messrs. Dinger and Maxwell will vest at the conclusion of the twelve-month transition period.

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Unvested Stock Options will be forfeited immediately upon the conclusion of the one-year transition period. The benefits under the management transition agreements are provided in lieu of any severance or separation benefits for which the executives may otherwise be eligible under any policy or employment agreement.

In order to receive these post-employment benefits, the executive must execute a binding waiver and release of all legal claims against the Company. The executives are also subject to non-competition and non-solicitation restrictions for 18 months and 24 months, respectively, following the termination of employment.

Mr. Thurman

Mr. Thurman resigned from the Company effective August 31, 2015 and received no severance payments from the Company. Pursuant to the terms of his letter agreement, 40% of the Stock Options granted to Mr. Thurman were vested in accordance with the terms of the award agreement and an additional 10% of the Stock Options were deemed vested as of January 1, 2016. These vested Stock Options will remain exercisable until December 31, 2017. The remaining 50% of Stock Options granted to Mr. Thurman in 2014 were forfeited on January 1, 2016.

Mr. Homrighaus

In the event Mr. Homrighaus was terminated without Cause or resigned for Good Reason on December 31, 2015, he would have received a payment of one year’s salary and continuation of medical benefits for up to twelve months. Under our letter agreement with Mr. Homrighaus, Stock Options vested at the time of his termination would remain exercisable for two years following the date of termination. In accordance with his letter agreement, Mr. Homrighaus will retire effective December 31, 2016 following a transition period that began in September 2015. When Mr. Homrighaus retires in 2016, he will receive no severance pay.

Change in Control

The occurrence of a change in control of the Company alone (i.e., one that does not result in a termination of employment without Cause or resignation by the executive (as applicable)) will result neither in the payment of any severance or separation benefits to any of the NEOs, nor in the accelerated vesting of any Stock Options or RSUs, except with respect to the equity awards held by Mr. Beck and Mr. Hachigian. In the event of a Company Sale (as defined in his award agreements), all unvested Stock Options and RSUs granted to Mr. Beck would vest immediately provided he remained actively employed by us until the date of the Company Sale. In the event of a Change in Control in the award agreements, Mr. Hachigian’s then unvested Stock Option awards will become vested in full.

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Estimated Potential Termination Payments and Benefits

The following table provides the estimated value of the payments and benefits that our NEOs would have been provided under the employment agreements, letter agreements, and other management agreements and policies described above in connection with certain termination scenarios, assuming such termination had occurred on December 31, 2015. The actual amounts that would be paid upon an NEO’s termination of employment can be determined only at the time of such event.


Name	Voluntary Separation or For Cause ⁽¹⁾		Without Cause or Good Reason ⁽²⁾		Death ⁽³⁾		Disability ⁽³⁾		Retirement After Age 65 ⁽³⁾		Change In Control; No Termination ⁽⁴⁾
Mark Beck		—	$	2,437,828	$	860,000	$	425,000		—	$	4,624,104
Kirk Hachigian	$	87,650	$	87,650	$	1,197,650	$	637,650		—	$	12,994,566
L. Brooks Mallard		—	$	726,295	$	410,000	$	200,000		—		—
John Dinger		—	$	634,295	$	390,000	$	190,000		—		—
Peter Maxwell		—	$	446,995	$	1,370,850	$	137,085		—		—
Peter Farmakis		—	$	531,077	$	393,390	$	196,695		—		—
Mark Thurman ⁽⁵⁾		—		—		—		—		—		—
Barry Homrighaus		—	$	511,737	$	510,000	$	250,000		—		—

(1)

With the exception of Mr. Hachigian, none of the NEOs will receive any special benefits in the event of voluntary separation or termination for Cause. Under standard plan provisions, the NEOs will continue to be eligible for benefits under the Company’s medical and dental plans until the last day of the month in which termination occurs and for a payment for vacation days earned but not used in the year of termination, if any. The NEO would also receive payment for bonus earned in the fiscal year prior to termination if that bonus has not been paid prior to the termination date. Any bonus earned in the year of termination is forfeited. Pursuant to an agreement with a prior employer, Mr. Hachigian had a right to receive medical and dental benefits for himself and his dependents at no cost until December 31, 2020 provided he did not become eligible for alternative medical and/or dental benefits. When Mr. Hachigian joined us as Executive Chairman and Chief Executive Officer in 2014, we agreed to provide the same medical and dental benefits in the event his employment ended prior to December 31, 2020. The estimated cost for family medical and dental benefits for the period from January 1, 2016 until December 31, 2020 is $87,650 ($81,904 attributable to medical benefits and $5,747 attributable to dental benefits). These estimates are based on the Company’s COBRA costs for 2016 (which includes an administrative fee of 2%) until December 31, 2020.

(2)

Amounts in this column represent the cash and benefits to be paid to the NEO in the event of termination by the Company without Cause (as defined in the relevant agreement) or, with respect to Messrs. Beck and Hachigian, resignation with Good Reason (as defined in the relevant agreement). For Mr. Hachigian, the benefit includes medical and dental benefits for 60 months; he would receive no severance benefit. For Mr. Beck, the severance benefits are one-year base salary ($850,000) and medical and dental benefits ($15,850). For Mr. Beck, the value also includes accelerated vesting on 20% of his common and Class B-1 Common Stock Options and 25% of his RSUs ($1,571,978). For Mr. Mallard, the cash and benefits are based on one year of base salary ($400,000), a target bonus ($300,000), and medical and dental benefits for 18 months ($26,295). For Mr. Dinger, the cash and benefits are based on one year of base salary ($380,000), a target bonus ($228,000) and medical and dental benefits for 18 months ($26,295). For Mr. Maxwell, the cash and benefits are based on one year of base salary ($274,170), a target bonus ($164,502) and medical and dental benefits for 18 months ($8,323). For Mr. Farmakis, the cash and benefits are based on one year of base salary ($393,390) and a target bonus ($137,687). Mr. Thurman resigned effective March 31, 2015 with no severance benefit. Mr. Homrighaus’ benefits include one year base salary ($500,000) and medical and dental benefits for one year ($11,737).

(3)

The amounts in these columns represent the cash and benefits to be paid to the NEO in the event of death, disability (as defined in the relevant plan document), or retirement from the company after age 65. In the event of termination due to disability, each NEO would receive a benefit of six months’ salary. In the event of termination due to death, the estate of each NEO would receive a basic life insurance benefit of $10,000 (or four times annual salary, in the case of Mr. Maxwell) and his estate would receive salary continuation payments for one year. The amount included for Mr. Hachigian includes the value of the benefits to be provided to his dependents.

(4)

The occurrence of a change in control of the Company without a termination of employment will not result in payments to the NEOs, other than with respect to Messrs. Beck and Hachigian. The amount in this column represents the value of equity acceleration of all outstanding unvested equity awards for Mr. Beck and acceleration of all unvested Stock Options for Mr. Hachigian.

(5)	Mr. Thurman resigned effective August 31, 2015 and received no severance benefits.

Director Compensation

Members of the Board who are our employees or employees of Onex receive no extra compensation for their service on the Board. In 2015, our employee-directors were Messrs. Hachigian and Wendt and the directors

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employed by Onex were Messrs. Munk and Ross. Mr. Beck joined the Board in May 2016. Each non-employee and non-Onex member of the Board receives $125,000 annually for service on the board, payable quarterly in arrears. The Chairman of the Audit Committee is eligible to receive an additional $10,000 per year, payable quarterly in arrears, provided that he or she is a non-employee and non-Onex director. Mr. Tolbert is currently Chairman of the Audit Committee and is eligible for and receives the additional retainer for his services as Chairman of the Audit Committee.

Following the offering, each non-employee member of the Board will be entitled to receive an annual cash retainer of $90,000. Following the offering, the Chairman of any standing Committee of the Board will be entitled to receive an additional annual cash retainer as follows: Audit—$25,000; Compensation—$18,000; and Other—$15,000. Amounts due to members of our Board that are employees of Onex will be paid directly to Onex.

Annual Stock Grant

We have not historically offered annual equity awards to our directors. Beginning in 2017, each non-employee director will receive an annual grant of $110,000 in RSUs under the Company’s omnibus incentive plan, which RSUs shall vest on the first anniversary of the date of the grant subject to continued service on the Board through the vesting date by the non-employee or non-Onex director. Directors who are appointed to the Board during the year will be entitled to a pro-rated RSU award. The value of awards due to members of our Board who are employees of Onex will be paid directly to Onex; however, such payments will be made in cash and not as equity awards.

The following table summarizes the compensation of the non-employee directors in the year ended December 31, 2015. Directors who are our employees or employees of Onex received no compensation for their service as Board members. Mr. Hachigian’s compensation has been reported in the Summary Compensation Table and related compensation tables regarding our 2015 NEOs.


Name	Fees Earned or Paid in Cash ⁽¹⁾		Stock Awards		Option Awards($)		All Other Compensation		Total
Martha (Stormy) Byorum	$	125,000		—		—		—	$	125,000
John D. Carter	$	125,000		—		—		—	$	125,000
Anthony Munk		—		—		—		—		—
Christopher Patterson	$	125,000		—		—		—	$	125,000
Matthew Ross		—		—		—		—		—
Bruce Taten ⁽²⁾	$	125,000		—		—	$	74,000	$	199,000
Patrick Tolbert	$	135,000		—		—		—	$	135,000
Roderick Wendt ⁽³⁾		—		—		—	$	2,063,535	$	2,063,535
Steven Wynne ⁽⁴⁾	$	125,000		—		—	$	191,984	$	316,984

(1)	Non-employee directors receive no compensation other than the annual retainer of $125,000, except for Mr. Tolbert who receives an additional $10,000 retainer as Chairman of the Audit Committee.

(2)	Pursuant to an oral agreement with the Company, Mr. Taten was paid $74,000 for legal consulting services in 2015.

(3)

Mr. Wendt, Vice Chairman, is an employee. In 2015, he received a salary of $207,692 and 401(k) matching contributions of $6,231. Mr. Wendt also received a cash award of $599,612 for 3,861 vested Common Stock Options and 5,165 vested Class B-1 Common Stock Options. Mr. Wendt’s compensation also included forgiveness of a personal loan of $1,250,000 as part of an agreement wherein Mr. Wendt waived any future rights to severance pay and forfeited certain unvested Stock Options.

(4)

Mr. Wynne is a former employee. Pursuant to an employment agreement, Mr. Wynne holds 1,236 vested Common Stock Options and 1,654 Class B-1 Common Stock Options all with an exercise price of $239.51 per share. In August 2015, Mr. Wynne received a cash award on these vested Stock Options of $191,984 based on $52.00 per Common Stock Option and $77.22 per Class B-1 Common Stock Option.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of , 2016, and as adjusted to reflect the sale of our common stock being offered in this offering, by:

•

each person or entity who is known by us to beneficially own more than 5% of our common stock;

•

each of our directors and named executive officers; and

•

all of our directors and executive officers as a group.

The column of the table headed “Shares of Common Stock Beneficially Owned Prior to this Offering” sets forth the ownership of our common stock as of , 2016 adjusted to reflect our Share Recapitalization as if it was completed on that date, and the column of the table headed “Shares of Common Stock Beneficially Owned After this Offering” sets forth the ownership percentage of our common stock after giving effect to our Share Recapitalization and the sale of our common stock offered hereby. Assuming no exercise of the underwriters’ option to purchase additional shares, the ownership percentages are based on shares of common stock outstanding, and assuming full exercise of the underwriters’ option to purchase additional shares, the ownership percentages are based on shares of common stock outstanding.

Information with respect to beneficial ownership has been furnished to us by each director, executive officer, or stockholder listed in the table below. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power”, which includes the power to vote or direct the voting of such security, or “investment power”, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after , 2016, including any shares of our common stock subject to an option that is exercisable within 60 days after , 2016. More than one person may be deemed to be a beneficial owner of the same securities.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, the address for each person or entity listed below is c/o JELD-WEN Holding, Inc., 440 S. Church Street, Suite 400, Charlotte, North Carolina 28202.

Name of Beneficial Owner

Number of
Shares
Beneficially
Owned

Percentage of
Shares
Beneficially
Owned Before
this Offering

Percentage of
Shares Beneficially
Owned After
this Offering
Assuming
No Exercise of
Underwriters’
Option to Purchase
Additional Shares

Percentage of
Shares Beneficially
Owned After
this Offering
Assuming
Full Exercise of
Underwriters’
Option to Purchase
Additional Shares

5% Stockholders

Onex ⁽¹⁾

Named Executive

Officers and Directors

Kirk Hachigian

Mark Beck

L. Brooks Mallard

John Dinger

Peter Farmakis

Peter Maxwell

Martha (Stormy) Byorum

Gregory G. Maxwell

Anthony Munk

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Number of
Shares
Beneficially
Owned

Percentage of
Shares
Beneficially
Owned Before
this Offering

Percentage of Shares
Beneficially Owned After
this Offering Assuming
No Exercise of
Underwriters’ Option to
Purchase Additional
Shares

Percentage of Shares
Beneficially Owned After
this Offering Assuming
Full Exercise of
Underwriters’ Option to
Purchase Additional
Shares

Matthew Ross

Bruce Taten

Patrick Tolbert

Roderick Wendt

Steven Wynne

Mark Thurman

Barry Homrighaus

All executive officers and directors as a group (16 persons)

*	Represents beneficial ownership of less than 1% of our outstanding common stock.

(1)

Includes: (i) shares of common stock held by Onex Partners III LP; (ii) shares of common stock held by Onex BP Co-Invest LP; (iii) shares of common stock held by Onex Partners III GP LP; (iv) shares of common stock held by Onex US Principals LP; (v) shares of common stock held by Onex Partners III PV LP; (vi) shares of common stock held by Onex BP S.a.r.l.; and (vii) shares of common stock held by Onex Partners III Select LP. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporation’s ownership of all of the common stock of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III LP, (b) Onex BP Co-Invest LP, through Onex Corporation’s ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex BP Co-Invest LP, (c) Onex Partners III GP LP, through Onex Corporation’s ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (d) Onex US Principals LP, through Onex Corporation’s ownership of all of the common stock of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (e) Onex Partners III PV LP, through Onex Corporation’s ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (f) Onex BP S.a.r.l., through Onex Corporation’s ownership of all of the equity of Onex American Holdings LLC, which owns all of the equity of Onex American Holdings Subco LLC and BP EI LLC, which own all of the equity of Onex BP S.a.r.l., and (g) Onex Partners III Select LP, through Onex Corporation’s ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III Select LP. Does not include shares of common stock held by Onex Advisor Subco LLC, an independent entity that is controlled by Mr. Gerald W. Schwartz. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. The address for Onex Corporation is 161 Bay Street, Toronto, ON M5J 2S1.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Dividends and Other Distributions

In July 2015, we made payments of approximately $420 million to holders of our common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs. Of the amount paid, approximately $359.1 million was paid to Onex in respect of its ownership of common stock, Series A Convertible Preferred Stock, and our Class B-1 Common Stock, and an aggregate of approximately $7.6 million was paid to our directors and executive officers in respect of common stock, options, and RSUs they own.

In November 2016, we made payments of approximately $400 million to holders of our common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs. Of the amount paid, approximately $327 million was paid to Onex in respect of its ownership of common stock, Series A Convertible Preferred Stock, and our Class B-1 Common Stock, and an aggregate of approximately $11.3 million was paid to our directors and executive officers in respect of common stock, options, and RSUs they own.

Consulting Agreement

In October 2011, we entered into a consulting agreement with Onex, our principal equity holder. In exchange for providing us with corporate finance and strategic planning consulting services, we paid Onex Partners Manager LP an annual management fee of $0.6 million, $1.8 million and $1.6 million in the years ending December 31, 2015, 2014, and 2013, respectively, pursuant to the consulting agreement. The consulting agreement provides that we will indemnify Onex against any claims arising out of or in connection with Onex’ performance under the consulting agreement and reimburse Onex for any out-of-pocket legal expenses incurred in connection with the investigation or defense of any such claims. The consulting agreement has an initial term of 10 years, subject to automatic one-year renewals, unless terminated by either party by notice given at least 90 days prior to the scheduled expiration date. In connection with this initial public offering, the consulting agreement will be terminated for no consideration.

Onex Shareholders Agreement

We, Onex, the Richard Lester Wendt Revocable Living Trust, or the “Trust”, and certain other of our shareholders who collectively own approximately % of our common stock (on a fully diluted basis, after giving effect to the Share Recapitalization and this offering) are party to the shareholders agreement, dated October 3, 2011, as amended, which was entered into in connection with the acquisition of our equity by Onex. The shareholders agreement governs the transferability of shares of common stock and other rights with respect to the ownership of shares of common stock. For example, the shareholders agreement provides tag-along rights and rights of first purchase to the parties to the shareholders agreement for transfers of shares of common stock, other than transfers of shares of common stock registered under the Securities Act (including the shares offered hereby) or sales made pursuant to Rule 144 under the Securities Act. In addition, the shareholders agreement also provides drag-along rights after October 2019 for Onex. These rights will survive the consummation of this offering. In addition, the parties to the shareholders agreement have agreed to certain director appointment and voting provisions. The director appointment and voting provisions will terminate automatically upon the consummation of this offering.

Company Shareholders Agreement

We and certain of our existing shareholders are party to a shareholders agreement, dated October 3, 2011, which was intended to limit the number and identity of our shareholders for so long as we operate as a private company. In connection with this initial public offering, this shareholders agreement will be terminated.

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Indemnification Agreements

Prior to the completion of this offering, we will have entered into indemnification agreements with each of our directors and certain of our officers. The indemnification agreements provide the directors and officers with contractual rights to indemnification and expense advancement which are, in some cases, broader than the specific indemnification provisions contained under Delaware law. We believe that the indemnification agreements are, in form and substance, substantially similar to those commonly entered into in private-equity backed transactions with portfolio companies.

Employment Agreements

See “Executive Compensation—Employment Agreements” for information regarding the employment agreements that we have entered into with our named executive officers.

Registration Rights Agreement

We, Onex, certain of our directors and executive officers, and others (who collectively own % of our common stock on a fully diluted basis, after giving effect to the Share Recapitalization and this offering) also entered into a registration rights agreement dated October 3, 2011, as amended, in connection with the Onex Investment. Pursuant to the registration rights agreement, upon the closing of this offering and subject to the terms of the lock-up agreement they have entered into with the representatives of the underwriters, holders of a total of shares of our common stock as of , 2016 (on a fully diluted basis, after giving effect to the Share Recapitalization and this offering), will have the right to require us to register their shares under the Securities Act under specified circumstances, including the right to require us to participate in underwritten offerings as well as to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period, and will have incidental registration rights as described below. After registration pursuant to these rights, in most cases these shares will become freely tradable without restriction under the Securities Act.

Demand Registration Rights

Subject to certain restrictions, at any time after six months following the closing of this offering, Onex and/or certain majority stockholders (or their permitted transferees) will have the right to require us from time to time by written notice to prepare and file a registration statement registering the offer and sale of a number of their shares of common stock and/or to facilitate an underwritten offer of a number of shares of their common stock using an already effective shelf registration statement, except that no more than one demand may occur in any six-month period. The demand rights will also be subject to our right to delay registration for up to six months based on certain circumstances.

Piggyback Registration Rights

If, at any time following this offering, subject to certain customary limitations we propose to register an offering of common stock (subject to certain exceptions) for our own account or for the account of any third party (including a demand registration), then we must give written notice to all holders who own registrable securities to allow them to include a specified number of their shares in that registration statement.

Participation Right

For so long as Onex and its affiliates collectively own at least 5% of our outstanding common stock (calculated on an as-converted, fully diluted basis), Onex has the right to purchase its pro rata portion of the primary shares offered pursuant to any future public offering by the Company at the same price at which the common stock will be offered to the public pursuant to the offering.

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Other Provisions

The registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances. We will generally pay all registration expenses in connection with our obligations under the registration rights agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights agreement also contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify any selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to information specifically provided by them.

Stock Purchase Agreements

We and Onex are party to the amended and restated stock purchase agreement, dated as of July 29, 2011, and the stock purchase agreement, dated as of August 30, 2012, in each case as amended, which were entered into to provide for the acquisition of our equity by Onex. The stock purchase agreements require us to indemnify, hold harmless, and reimburse Onex and certain of its related parties for damages (as defined and subject to limitations specified in the stock purchase agreements) arising from, based upon, or otherwise in respect of various matters identified in the stock purchase agreements, including our ownership, operation, and disposition of businesses and assets that are not part of our core business (“non-core assets”) and certain specified liabilities. We may be required to satisfy these obligations in cash or through the issuance of our common stock; any amounts that may be payable will be “grossed-up” to compensate Onex for the portion of those amounts that it would bear as our majority stockholder, except to the extent that those amounts are paid in cash from certain operating cash flow and disposition proceeds derived from non-core assets. In August 2016, pursuant to a settlement agreement executed in June 2016, we paid Onex and the other investors under the stock purchase agreements an aggregate of $23,700,805 in cash in full settlement and satisfaction of all existing claims (known or unknown) under these provisions of the stock purchase agreements. In connection with the settlement, the stock purchase agreements and our certificate of incorporation were amended to permit us to pay a cash dividend to holders of our common stock who are parties to the stock purchase agreements with the net proceeds (after provision for related taxes and other expenses), if any, received by us after August 3, 2016 and prior to the filing of a preliminary prospectus for this offering that includes a price range from the sale of specified non-core assets. On July 26, 2016, we entered into an agreement to sell certain of these assets, which sale was completed on October 20, 2016. Onex, as a holder of our preferred stock, and purchasers of common stock in this offering would not receive any portion of such a dividend if paid. Our obligations under these provisions of the stock purchase agreements will terminate automatically upon the consummation of this offering, except with respect to any unresolved claim made prior to such time.

Tax Receivable Agreement

In connection with this offering, we will declare a dividend of the rights under and enter into a Tax Receivable Agreement that will provide for the payment by us to our Pre-IPO Shareholders of 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of (i) the Pre-IPO Tax Attributes and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. If we had not entered into the Tax Receivable Agreement, we would have been entitled to realize and retain the full economic benefit of the Pre-IPO Tax Attributes, to the extent allowed by U.S. federal, state, and local and non-U.S. law. Different timing rules will apply to payments under the Tax Receivable Agreement to be made to Pre-IPO Shareholders that, prior to the completion of this offering, hold stock options and restricted stock units (collectively, the “Award Holders”). Such payments will not be made on the scheduled payment dates, but rather will be paid on the fifth anniversary of this offering, together with interest at a rate of 120% of the applicable federal long-term rate from the scheduled payment dates, and an amount equal to the net present value of such Award Holder’s future expected payments, if any, under the Tax Receivable Agreement.

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For purposes of the Tax Receivable Agreement, cash savings in income tax will be computed by reference to the actual (or in some circumstances deemed) reduction in our liability for income taxes resulting from the utilization of the Pre-IPO Tax Attributes. The term of the Tax Receivable Agreement will commence upon consummation of this offering and will continue until all Pre-IPO Tax Attributes have been utilized or have expired, unless earlier terminated in accordance with the terms thereof.

The Pre-IPO Shareholders will not reimburse us for any payments previously made if any Pre-IPO Tax Attributes are subsequently disallowed (although future payments, if any, would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances we could make payments under the Tax Receivable Agreement that are greater than our actual cash tax savings.

The payment obligations under the Tax Receivable Agreement are obligations of JWHI and not obligations of any of our subsidiaries. The timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of our income in the future, and our utilization of the Pre-IPO Tax Attributes. Limitations on the use of Pre-IPO Tax Attributes may apply, including, for example, limitations on the use of net operating losses under Section 382 of the Code.

Payments under the Tax Receivable Agreement are not conditioned on the Pre-IPO Shareholders continuing to own shares of our common stock. Certain payments under the Tax Receivable Agreement are expected to give rise to certain additional tax benefits, such as deductions resulting from compensatory payments made to Pre-IPO Shareholders that are holders of stock options or restricted stock units. Any such benefits are themselves subject to the Tax Receivable Agreement and will increase the amounts due thereunder. Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, consistent with the terms of the Tax Receivable Agreement.

One or more foreign subsidiaries may pay a dividend to us in order to fund amounts owed under the Tax Receivable Agreement. Dividends that we receive from a subsidiary that is not a member of our consolidated group for U.S. federal income tax purposes, including a foreign subsidiary, may be taxable to us. In addition, certain transactions could cause us to recognize taxable income (possibly material amounts of taxable income) without a current receipt of cash. Payments under the Tax Receivable Agreement arising from the use of Pre-IPO Tax

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Attributes to offset such taxable income would cause a net reduction in our available cash. For example, transactions giving rise to cancellation of debt income, the accrual of income from original issue discount or deferred payments, a “triggering event” requiring the recapture of dual consolidated losses, or “Subpart F” income would each produce income with no corresponding increase in cash. In these cases, we may use some of the Pre-IPO Tax Attributes to offset income from these transaction and, under the Tax Receivable Agreement, would be required to make a payment to our Pre-IPO Shareholders even though we receive no cash from such income.

Because we have a full valuation allowance on our deferred tax assets, we will not record a liability of the gross amount expected to be paid under the Tax Receivable Agreement. Instead, the gross liability that could be paid in future years under the Tax Receivable Agreement will be recognized as future operating expenses at the earlier of the utilization of the Pre-IPO Tax Attributes or release of the valuation allowance on the existing deferred tax assets. If we did not have a full valuation allowance on our deferred tax assets, and assuming we had completed this offering as of , 2016, we would have recorded a liability of approximately $ . Any future changes in the ability to realize Pre-IPO Tax Attributes will impact the amount of the liability that will be paid to the Pre-IPO Shareholders. We expect to satisfy our obligations under the Tax Receivable Agreement within the carryforward period of the Pre-IPO Tax Attributes. We plan to use cash flow from operations and availability under our credit facilities to fund such obligations.

If we undergo a change of control, the Tax Receivable Agreement will terminate and our obligations to make payments thereunder will accelerate and become immediately due and payable. The amount due and payable in that circumstance will be equal to the present value (at a discount rate of LIBOR plus 1.00%) of anticipated future payments under the Tax Receivable Agreement, which payment would be based on certain assumptions, including assumptions relating to our and our subsidiaries’ future income and without regard to any limitations that could be imposed on the Pre-IPO Tax Attributes as a consequence of a change of control (including limitations under Section 382 of the Code). As a result, any such payment may significantly exceed the actual tax benefits we ultimately realize from the utilization of the Pre-IPO Tax Attributes. Additionally, if we sell or otherwise dispose of any of our subsidiaries in a transaction that is not a change of control pursuant to the terms of the terms of the Tax Receivable Agreement, we will be required to make a payment equal to the present value of anticipated future payments under the Tax Receivable Agreement attributable to the Pre-IPO Tax Attributes of such subsidiary that is sold or disposed of, applying the assumptions described above, which may also result in a payment significantly in excess of the actual tax benefits we ultimately realize from such Pre-IPO Tax Attributes.

The Tax Receivable Agreement provides that in the event that we breach any of our material obligations under it, whether as a result of our failure to make any payment when due (subject to a specified cure period) or failure to honor any other material obligation under it, or if we file a voluntary petition for relief or consent to the institution of any proceeding under the United States Bankruptcy Code or other debtor relief laws, then all our payment and other obligations under the Tax Receivable Agreement will be accelerated and will become due and payable applying the same assumptions described above. In addition, in the event that 90% of the Pre-IPO Tax Attributes that are U.S. federal net operating losses are utilized, we and the designated representative of the Pre-IPO Shareholders each will have the right to elect to accelerate our payment and other obligations under the Tax Receivable Agreement, which will become due and payable applying the same assumptions described above. In addition, we will have the right to elect to accelerate our payment and other obligations under the Tax Receivable Agreement with respect to any Pre-IPO Shareholder (but not with respect to the Pre-IPO Shareholder’s pre-IPO options and restricted stock units), which payment amounts will be determined by applying the same assumptions described above, provided that such election will be subject to the consent of Onex with respect to any Pre-IPO Shareholder that is an affiliate of Onex. Such payments could significantly exceed our actual cash tax savings that have been or will be realized.

Because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of our subsidiaries to make distributions to us. The agreements governing the indebtedness of our subsidiaries impose restrictions on the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the Tax Receivable Agreement.

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To the extent that we are unable to make payments under the Tax Receivable Agreement without violating the covenants in our outstanding indebtedness, such payments will be deferred and will accrue interest at a rate of LIBOR plus 3.00% per annum until paid. We will agree under the Tax Receivable Agreement not to incur, and not to permit any of our subsidiaries to incur, any new restrictions that would limit our ability to make payments under such agreement or the ability of our subsidiaries to make payments to us for that purpose. This restriction could make it more difficult or costly for us to refinance our outstanding indebtedness.

The Tax Receivable Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the foregoing description of the Tax Receivable Agreement is qualified by reference thereto.

E mployee Stock Ownership and Retirement Plan

We sponsor the JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan, or ESOP, which was frozen to new participants effective May 1, 2016. As of September 24, 2016, the ESOP held a total of 360,394 shares of our common stock (equal to 4.4% of our common stock on a fully diluted, as-converted basis). The ESOP is designed as a tax-qualified retirement plan and employee stock ownership plan under the Code. Participants may direct the ESOP trustees (who are designated from time to time by our board of directors) how to vote our common stock allocated to their ESOP accounts on certain matters, such as corporate mergers or consolidations, recapitalizations, reclassifications, liquidations, dissolutions and the sale of substantially all of our assets.

The ESOP Trust provides that participants whose employment with us or our subsidiaries is terminated are entitled to receive distribution of their ESOP accounts held in the ESOP at specified times and in specified forms. When an ESOP account is distributed, participants may elect to receive either shares of our common stock or cash. Historically, in order to fund cash distributions, the ESOP sold shares of common stock to us for cash. In the years ended December 31, 2015, 2014, and 2013, we repurchased approximately $12.1 million, $14.8 million, and $16.1 million, respectively, of our common stock from the ESOP. Following the consummation of this IPO, we do not expect to purchase any further shares from the ESOP.

Notes Receivable from the Trust of Richard L. Wendt

Richard L. Wendt, or “RLW”, was a director of the Company until his death in 2010. During the three year period beginning on January 1, 2013, the estate of RLW, or the “RLW Trust”, owned more than 5% of the Company’s common stock, and one of the directors of the Company, Roderick C. Wendt, or “RCW”, is a trustee of the RLW Trust. In connection with transactions between the Company and either RLW or entities owned by RLW prior to his death, RLW issued promissory notes to the Company. The promissory notes were secured by Company stock held by RLW, entities owned by RLW prior to his death, or the RLW Trust. As of December 31, 2015, 2014, and 2013, respectively, we were owed $0, $12.6 million, and $22.4 million by the RLW Trust, and we received interest payments of $0.5 million, $4.2 million, and $0. In December 2014, we reduced the principal amount of the promissory notes by $7.1 million in exchange for 32,317 shares of the Company’s stock held by the RLW Trust. The remaining $12.6 million of principal was repaid with the proceeds of the dividend paid on or about July 31, 2015. See “—Dividends and Other Distributions” above.

Loan to Roderick C. Wendt

One of our directors, RCW, issued promissory notes to us. As of December 31, 2015, 2014, and 2013, respectively, we were owed $2.0 million, $3.4 million, and $4.6 million by RCW, and we received payments of interest of $0.2 million in each of the years ended December 31, 2015, 2014, and 2013 and payments of principal of $1.4 million, $1.3 million and $0 million in each of the years ended December 31, 2015, 2014, and 2013. The entire principal amount of the promissory notes was repaid in May 2016.

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Payments to JWTR, LLC

JWTR, LLC, or “JWTR”, is a timber and real estate development company that is wholly-owned by the RLW Trust. In 2013, we paid JWTR and its subsidiaries $3.1 million for logs, timberland management, and logging services. No payments were made in 2014 or 2015.

Severance Payments to Steven Wynne

One of our directors, Steven Wynne, received $233,654 in severance payments in the year ended December 31, 2013. These payments were made in connection with a Separation and Release Agreement entered into between Mr. Wynne and the Company on June 29, 2012 in connection with his retirement as an officer of the Company. The total amount that Mr. Wynne received in connection with this agreement was $467,957.05 paid on a biweekly basis from July 2, 2012 through July 1, 2013. The payments were not contingent on any continued service by Mr. Wynne.

Aviation Department

In 2014, we restructured our aviation department, downsizing from three aircrafts to one and moving the operation from Oregon to North Carolina. As part of the restructuring plan, one of the three aircrafts was subleased to the RLW Trust. The lease runs through January of 2017 and is not expected to be renewed. In the agreement, we pay the ongoing lease payments of $79,000 per month and the RLW Trust pays a nominal amount to us. The RLW Trust is responsible for all maintenance and operational costs. This was done to decrease the costs and extend the cash outflow associated with exiting the aircraft lease. In addition, the aircraft hangar located in Klamath Falls, Oregon was sold to Fairmount Aviation for fair value of $2.0 million. Fairmount is a newly formed aviation company controlled by RCW, a director of the Company.

Policies and Procedures for Related Party Transactions

Prior to the completion of this offering, we expect that our board of directors will adopt a policy providing that the audit committee will review and approve or ratify transactions in excess of $120,000 of value in which we participate and in which a related party has or will have a direct or indirect material interest. Under this policy, our board of directors is to obtain all information it believes to be relevant to a review and approval or ratification of these transactions. After consideration of the relevant information, the audit committee is to approve only those related party transactions that the audit committee believes are on their terms, taken as a whole, similar to third-party transactions and that the audit committee determines are not inconsistent with the best interests of the Company. In particular, our policy with respect to related party transactions will require our audit committee to consider the benefits to the Company, the impact on a director’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director has a position or relationship, the availability of other sources for comparable products or services, the terms of the transaction, and the terms available to unrelated third parties or to employees generally. A “related party” is any person who is or was one of our executive officers, directors, or director nominees or is a holder of more than 5% of our common stock, or their immediate family members or any entity owned or controlled by any of the foregoing persons. All of the transactions described above were entered into prior to the adoption of this policy.

Certain of the foregoing disclosures are summaries of certain provisions of our related party agreements, and are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. Copies of certain of the agreements (or forms of the agreements) have been filed as exhibits to the registration statement of which this prospectus is a part, and are available electronically on the website of the SEC at www.sec.gov .

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DESCRIPTION OF CAPITAL STOCK

The following is a description of our capital stock and the material provisions of our amended and restated certificate of incorporation and amended and restated bylaws, each of which will become effective prior to the consummation of this offering. The following is only a summary and is qualified by applicable law and by the provisions of the amended and restated certificate of incorporation and amended and restated bylaws and other agreements, copies of which are available as set forth under the caption entitled “Where You Can Find More Information”.

General

Prior to the Share Recapitalization and the effectiveness of our amended and restated certificate of incorporation, our authorized capital stock consists of 22,379,800 shares of common stock, par value $0.01 per share, 430,200 shares of Class B-1 Common Stock, par value $0.01 per share, 2,922,634 shares of Series A-1 Convertible Preferred Stock, par value $0.01 per share, 208,760 shares of Series A-2 Convertible Preferred Stock, par value $0.01 per share, 843,132 shares of Series A-3 Convertible Preferred Stock, par value $0.01 per share, 4,775,473 shares of Series A-4 Convertible Preferred Stock, par value $0.01 per share, and 1 share of Series B Preferred Stock, par value $0.01. Immediately prior to the consummation of this offering, we intend to complete the Share Recapitalization. The Share Recapitalization consists of (i) the voluntary conversion of our Series A Convertible Preferred Stock and Class B-1 Common Stock into shares of our common stock and the cancellation of our 1 share of Series B Preferred Stock followed by (ii) a -for-1 stock split of our common stock. Upon effectiveness of our amended and restated certificate of incorporation and upon the completion of this offering, our authorized capital stock will consist of shares of common stock, par value $0.01 per share and shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors. The rights and privileges of holders of our common stock are subject to any series of preferred stock that we may issue in the future.

Upon completion of this offering, there will be outstanding shares of common stock (assuming that the underwriters’ option is not exercised and excluding shares of our common stock issuable upon exercise of outstanding stock options) and no outstanding shares of preferred stock.

Our Controlling Shareholder

After this offering, Onex will own % of our common stock ( % if the underwriters’ option is exercised in full). Accordingly, Onex will exercise a controlling influence over our business and affairs and will have the power to determine all matters submitted to a vote of our stockholders, including the election of directors, the removal of directors with or without cause, and the approval of significant corporate transactions such as amendments to our certificate of incorporation, mergers, and the sale of all or substantially all of our assets. Onex could initiate corporate action even if its interests conflict with the interests of our other stockholders. This concentration of voting power could deter or prevent a change in control of the Company that might otherwise be beneficial to our stockholders.

Common Stock

Voting Rights. Each outstanding share of common stock is entitled to one vote on all matters with respect to which the holders of our common stock are entitled to vote.

Dividend Rights. Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of our outstanding common stock are entitled to any dividend declared by the board of directors out of funds legally available for this purpose. However, the Credit Facilities impose restrictions on our ability to declare dividends on our common stock. See “Description of Certain Indebtedness”. Dividends paid in shares of our common stock must be paid, with respect to a particular class of common stock, in shares of that class.

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Conversion Rights. The common stock is not convertible.

Other Rights . The holders of our common stock will not have any preemptive or other similar rights to purchase any of our securities, cumulative voting, subscription, redemption or sinking fund rights (except for the subscription rights granted to Onex pursuant to the registration rights agreement). See “Certain Relationships and Related Party Transactions—Registration Rights Agreement” for a description of such rights.

Right to Receive Liquidation Distributions. Upon our voluntary or involuntary liquidation, dissolution or winding up, the holders of our common stock are entitled to receive, on a pro rata basis, our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the rights of any holders of preferred stock then outstanding, to the holders of common stock.

Assessability. All shares of common stock outstanding upon the completion of this offering will be fully paid and nonassessable.

Preferred Stock

The preferred stock, if issued, would have priority over the common stock with respect to dividends and other distributions, including the distribution of our assets upon liquidation. Unless required by law or by the rules of the New York Stock Exchange, our board of directors will have the authority without further stockholder authorization to issue from time to time shares of preferred stock in one or more series and to fix the terms, limitations, relative rights, and preferences and variations of each series. Although we have no present plans to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the common stock, and could have the effect of delaying, deterring or preventing a change in control of us or an unsolicited acquisition proposal.

Record Holders

As of the date of this prospectus, our outstanding shares of common stock were held of record by stockholders.

Limitations on Directors’ Liability

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by Delaware law. Prior to the completion of this offering, we entered into indemnification agreements with each of our directors which, in some cases, are broader than the specific indemnification provisions contained under Delaware law. See “Certain Relationships and Related Party Transactions—Indemnification Agreements”.

In addition, as permitted by Delaware law, our amended and restated certificate of incorporation provides that no director will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duty as a director, except that a director will be personally liable for:

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any breach of his or her duty of loyalty to us or our stockholders;

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acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;

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the payment of dividends or the redemption or purchase of stock in violation of Delaware law; or

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any transaction from which the director derived an improper personal benefit.

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If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

This provision does not affect a director’s liability under the federal securities laws.

To the extent our directors, officers, and controlling persons are indemnified under the provisions contained in our amended and restated certificate of incorporation, our amended and restated bylaws, Delaware law, or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Provisions of Our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware Law that May Have an Anti-Takeover Effect

Delaware law contains, and upon the completion of this offering, our amended and restated certificate of incorporation and our amended and restated bylaws will contain, provisions that could have the effect of delaying, deferring, or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

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authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt;

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divide our board of directors into three classes with staggered three-year terms;

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limit the ability of stockholders to remove directors only “for cause” if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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prohibit our stockholders from calling a special meeting of stockholders if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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provide that the board of directors is expressly authorized to adopt, alter, or repeal our bylaws;

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establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

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require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend the bylaws and certain provisions of the certificate of incorporation if Onex ceases to own more than 50% of the voting power of all our outstanding common stock.

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The foregoing provisions of our amended and restated certificate of incorporation and amended and restated bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. Further, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, these provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts, and these provisions also may have the effect of preventing changes in our management.

Delaware Takeover Statute

Subject to certain exceptions, Section 203 of the DGCL prohibits a Delaware corporation from engaging in any “business combination” (as defined below) with any “interested stockholder” (as defined below) for a period of three years following the date that such stockholder became an interested stockholder, unless: (i) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (x) by persons who are directors and also officers and (y) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (iii) on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 of the DGCL defines “business combination” to include: (i) any merger or consolidation involving the corporation and the interested stockholder; (ii) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; (iii) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; (iv) any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (v) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

In our amended and restated certificate of incorporation, we will elect not to be governed by Section 203 of the DGCL, as permitted under and pursuant to subsection (b)(3) of Section 203.

Corporate Opportunity

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors, or stockholders. Our amended and restated certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors, or stockholders or their respective affiliates, other than those officers, directors, stockholders, or affiliates who are our or our subsidiaries’ employees. Our amended and restated certificate of incorporation provides that, to the fullest extent

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permitted by law, Onex or any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates has no duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that Onex or any of its affiliates or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Our amended and restated certificate of incorporation does not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of us. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity, and the opportunity would be in line with our business.

Choice of Forum

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf, any action or proceeding asserting a breach of fiduciary duty owed by any director or officer to us or our stockholders, any action or proceeding asserting a claim against us arising pursuant to the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws, or any action or proceeding asserting a claim against us that is governed by the internal affairs doctrine. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of claims to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Stock Exchange Listing

We intend to apply to include the common stock for trading on the New York Stock Exchange under the symbol “JELD”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is .

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Corporate Credit Facilities

In October 2014, we entered into the Corporate Credit Facilities, which initially consisted of (i) a term loan facility in an initial principal amount of $775 million (the “Initial Term Loans”) with a syndicate of lenders and Bank of America, N.A., as administrative agent (the “Term Loan Facility”) and (ii) a $300 million asset-based revolving credit facility with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent (the “ABL Facility”). In July 2015, we borrowed $480 million of incremental term loans (the “2015 Incremental Term Loans”) under the Term Loan Facility and amended our Corporate Credit Facilities to, among other things, permit a distribution to holders of our common stock, our Series A Convertible Preferred Stock, and our Class B-1 Common Stock. In November 2016, we borrowed $375 million of incremental term loans under the Term Loan Facility. In connection therewith, we entered into the 2016 Term Loan Amendment to, among other things, (i) permit a $400 million distribution, (ii) reduce the interest rate on the outstanding term loans, and (iii) conform the terms (including providing for a maturity date of July 1, 2022) of all outstanding term loans (namely, the Initial Term Loans, the 2015 Incremental Term Loans and the additional $375 million of term loans referred to above) under the Term Loan Facility (such term loans, after giving effect to such amendments, the “Amended Term Loans”).

As of September 24, 2016, we were in compliance with the terms of the Corporate Credit Facilities.

Term Loan Facility

The initial borrower under the Term Loan Facility was Onex BP Finance LP, a wholly owned subsidiary of Onex. Onex BP Finance, LP contributed the proceeds of the Initial Term Loans and the 2015 Incremental Term Loans to its wholly-owned subsidiary Onex BP Finance, LLC (together with Onex BP Finance, LP, the “Tower Entities”), which loaned such proceeds to JWI on economic terms substantially similar to those in the credit agreement in respect of the Term Loan Facility. As part of the 2016 Term Loan Amendment in November 2016, prior to the payment of the 2016 Dividend, the Tower Entities were released as obligors under the Term Loan Facility, and JWI became the only borrower under the Term Loan Facility.

The net proceeds from the Initial Term Loans were primarily used to (i) repay $239.7 million outstanding under our former senior secured credit facility as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Repaid Long-Term Debt—Former Senior Secured Credit Facility—United States and Europe”, (ii) redeem all $460 million of our then-outstanding 12.25% senior secured notes described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Repaid Long-Term Debt—Former Senior Secured Notes”, and (iii) satisfy our obligation under a guarantee of certain letters of credit supporting an industrial revenue bond. The net proceeds of the 2015 Incremental Term Loans were used primarily to fund a $419.2 million distribution to holders of our common stock, our Series A Convertible Preferred Stock, and our Class B-1 Common Stock, to make related payments to holders of options and RSUs, and to pay related transaction fees and expenses. The net proceeds of the Amended Term Loans were used primarily to (i) replace the Initial Term Loans and the 2015 Incremental Term Loans, (ii) make payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs, and (iii) pay related transaction fees and expenses.

The offering price of the Amended Term Loans was 99.75%. The Amended Term Loans bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.50% to 3.75% depending on our ratio of net debt to Adjusted EBITDA. We have entered into forward-starting interest rate swap agreements in order to effectively change the interest rate on a substantial portion of our Term Loan Facility from a variable rate to a fixed rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and

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Qualitative Disclosures About Market Risk—Interest Rate Risk”. The Amended Term Loans amortize in quarterly installments equal to 0.25% of the initial aggregate principal amount of the Amended Term Loans. The Term Loan Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies, but has no financial maintenance covenants. The Amended Term Loans mature on July 1, 2022.

The Term Loan Facility permits us to add one or more incremental term loans up to the sum of: (i) an unlimited amount subject to compliance with a maximum total net first lien leverage ratio test of 4.35:1.00 plus (ii) voluntary prepayments of term loans plus (iii) a fixed amount of $285 million, in each case, subject to certain conditions. As of September 24, 2016, we had $1,240 million of term loans outstanding under the Term Loan Facility.

ABL Facility

The primary borrowers of the ABL Facility are JWI and JELD-WEN of Canada, Ltd. Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory, eligible accounts receivable, and certain other assets, subject to certain reserves and other adjustments. The borrowing base for U.S. and Canadian borrowers is calculated separately. U.S. borrowers may borrow up to $255 million under the ABL Facility and Canadian borrowers may borrow up to $45 million under the ABL Facility, in each case subject to periodic adjustments of such sub-limits and applicable borrowing base availability.

The ABL Facility permits us to request increases in the amount of the commitments under the ABL Facility up to an aggregate maximum amount of $100 million, subject to certain conditions.

Collateral under the ABL Facility and Term Loan Facility

The ABL Facility is collateralized by (a) first priority perfected liens on our (i) accounts receivable, (ii) cash and cash equivalents, (iii) deposit accounts, securities accounts, and commodity accounts, (iv) inventory, (v) certain real estate, (vi) certain equipment, (vii) Canadian collateral, (viii) documents, general intangibles, instruments, chattel paper, and commercial tort claims and supporting obligations related to each of (i)-(vii), (ix) tax refunds and rebates, (x) supporting obligations and letter of credit rights related to each of (i)-(ix), (xi) books and records related to each of (i)-(x), in each case subject to certain exceptions (collectively, “ABL Priority Collateral”) and (b) second priority perfected liens on our remaining assets not constituting ABL Priority Collateral, subject to certain exceptions (collectively, “Term Priority Collateral”).

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The Term Loan Facility is collateralized by (a) first priority liens on the Term Priority Collateral (other than the Canadian collateral) and (b) second priority liens on the ABL Priority Collateral.

Australia Senior Secured Credit Facility

In October 2015, JWA amended its credit agreement (as amended, the “Australia Senior Secured Credit Facility”) to provide for an AUD $20 million cash advance facility, an AUD $6 million interchangeable facility for guarantees/letters of credit, an AUD $7 million electronic payaway facility, an AUD $1.5 million asset finance facility, an AUD $600,000 commercial card facility, and an AUD $5 million overdraft facility. In January 2016, the Australia Senior Secured Credit Facility was further amended to reduce the cash advance facility to AUD $18 million, and increase the interchangeable facility for guarantees/letters of credit to AUD $8 million. In addition, the commercial card facility was increased to AUD $950,000. The Australia Senior Secured Credit Facility matures in June 2019. Loans under the revolving portion of the Australia Senior Secured Credit Facility bear interest at the BBR rate plus a margin of 0.75%, and a commitment fee of 1.15% is also paid on the entire amount of the revolving credit facility. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00%, and a commitment fee of 1.15% is paid on the entire amount of the overdraft facility. As of September 24, 2016, we had AUD $6.4 million (or $4.9 million) of guarantees outstanding and AUD $0.1 million (or $0.1 million) of utilization of the commercial card facility, with AUD $34.0 million (or $25.9 million) available under this facility. The Australia Senior Secured Credit Facility is secured by guarantees of the subsidiaries of JWA, fixed and floating charges on the assets of the JWA group, and mortgages on certain real properties owned by the JWA group. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum ratio of consolidated debt to adjusted EBITDA (as calculated therein) ratio. The Australia Senior Secured Credit Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. With respect to dividends, obligors under the Australia Senior Secured Credit Facility may only pay dividends not in excess of 80% of after tax net profits (with a one-year carryforward of unused amounts) and only while no default is continuing under such agreement. However, this limitation does not apply with respect to obligors under the Australia Senior Secured Credit Facility repaying intercompany debt owed to their parent entities. As of September 24, 2016, we were in compliance with the terms of the Australia Senior Secured Credit Facility.

Euro Revolving Facility

In January 2015, JELD-WEN of Europe B.V. (which was subsequently merged with JELD-WEN A/S, which survived the merger) entered into a €39 million revolving credit facility, which includes an option to increase the commitment by an amount of up to €10 million (as amended, the “Euro Revolving Facility”), with a syndicate of lenders and Danske Bank A/S, as agent. The Euro Revolving Facility matures on January 30, 2019. Loans under the Euro Revolving Facility bear interest at CIBOR, CHR LIBOR, EURIBOR, NIBOR, STIBOR or LIBOR, depending on the currency, plus a margin of 2.5%, and a commitment fee of 1% is also paid on the entire amount of the revolving credit facility calculated on a day-to-day basis. As of September 24, 2016, we had less than €0.1 million (or $0.1 million) in borrowings and €1.1 million (or $1.3 million) of bank guarantees outstanding and €37.9 million (or $42.4 million) available under this facility. The Euro Revolving Facility requires JELD-WEN of Europe B.V. to maintain certain financial ratios, including a maximum ratio of senior leverage to adjusted EBITDA (as calculated therein), and a minimum ratio of adjusted EBITDA (as calculated therein) to net finance charges. In addition, the Euro Revolving Facility has various non-financial covenants including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. With respect to dividends, obligors under the Euro Revolving Facility may only pay dividends out of available cash flow (with a one-year carryforward of unused amounts) and only while no default is continuing under such agreement. However, this limitation does not apply with respect to obligors under the Euro Revolving Facility repaying intercompany debt owed to their parent entities. As of September 24, 2016, we were in compliance with the terms of the Euro Revolving Facility.

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Mortgage Notes

In December 2007, JELD-WEN Danmark A/S entered into thirty-year mortgage notes secured by land and buildings and with principal payments beginning in 2018 that will fully amortize the principal by the end of 2037. As of September 24, 2016, we had DKK 208.1 million (or $31.3 million) outstanding under these notes.

Installment Notes

We entered into installment notes representing miscellaneous capitalized equipment lease obligations and a term loan secured by the related equipment with payments through 2021. As of September 24, 2016, we had $6.1 million outstanding under these notes.

Installment Notes for Stock

Interest Rate Swaps

We have eight outstanding interest rate swap agreements for the purpose of managing our exposure to changes in interest by effectively converting the interest rate on a portion of the Term Loan Facility to a fixed rate. The counterparties for these swap agreements are Royal Bank of Canada, Barclays Bank PLC and Wells Fargo Bank, N.A. The aggregate notional amount covered under these agreements, which are all forward starting and expire on September 30, 2019, totals approximately $972.0 million as of September 24, 2016. The table below sets forth the period, notional amount, and fixed rates for our interest rate swaps:


Period	Notional		Fixed Rate
	(dollars in thousands)
September 2015 – September 2019	$	273,000		1.997	%
September 2016 – September 2019	$	273,000		2.353	%
June 2016 – September 2019	$	213,000		2.126	%
December 2016 – September 2019	$	213,000		2.281	%

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot assure you that a significant public market for our common stock will develop or be sustained after this offering. Sales by us or by our existing stockholders of significant amounts of our common stock in the public market after this offering, or the perception that such sales could occur, could adversely affect the prevailing market price of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

Sale of Restricted Shares

Upon completion of this offering, shares of common stock will be outstanding, after giving effect to the completion of the Share Recapitalization and assuming no exercise of the underwriters’ option to purchase additional shares.

All of the shares, or shares if the underwriters’ option is exercised in full, of common stock to be outstanding upon completion of this offering will be freely transferable without restriction or further registration under the Securities Act (but subject, to the extent applicable, to the restrictions set forth in the lock-up agreements referred to below) by persons other than “affiliates”, as that term is defined in Rule 144 under the Securities Act, if such persons have held our common stock (or shares that converted into, or were exchanged for, common stock pursuant to the Share Recapitalization) for a period of six months. Generally, the balance of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act, and are therefore subject to the limitations and restrictions that are described below. In addition, common stock purchased by our affiliates will be “restricted securities” under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under the Securities Act, such as Rule 144 or Rule 701, which are summarized below.

Upon the expiration of the lock-up agreements described below 180 days after the date of this prospectus, and subject to the provisions of Rule 144, an additional shares will be available for sale in the public market. The sale of these restricted securities is subject, in the case of shares held by affiliates, to the volume restrictions contained in those rules.

In addition, shares of common stock that are either subject to outstanding options or reserved for future issuance under our equity incentive plans will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the lock-up agreements referred to below, and Rule 144 and Rule 701 of the Securities Act.

Lock-up Agreements

In connection with this offering, we, our directors and executive officers and certain of our stockholders will agree with the underwriters to enter into lock-up agreements described in “Underwriting”, pursuant to which shares of our common stock outstanding after this offering will be restricted from immediate resale in accordance with the terms of such lock-up agreements without the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc. Under these agreements, subject to limited exceptions, neither we nor any of our directors or executive officers or these stockholders may dispose of, hedge, or otherwise transfer the economic consequences of ownership of any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock. These restrictions will be in effect for a period of 180 days after the date of this prospectus. Certain transfers or dispositions can be made sooner, provided the transferee becomes bound to the terms of the lock-up.

Rule 144

In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the consummation of this offering, a person (or persons whose common stock is required to be aggregated), who is

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an affiliate, and who has beneficially owned our common stock (or shares that were converted into, or were exchanged for, common stock pursuant to the Share Recapitalization) for at least six months is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

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1% of the number of shares then outstanding, which will equal approximately shares immediately after consummation of this offering; or

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the average weekly trading volume in our shares on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale.

Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An “affiliate” is a person that directly, or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, an issuer.

Under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months (including the holding period of any prior owner other than an affiliate), would be entitled to sell those shares subject only to availability of current public information about us, and after beneficially owning such shares for at least 12 months, would be entitled to sell an unlimited number of shares without restriction. To the extent that our affiliates sell their common stock, other than pursuant to Rule 144 or a registration statement, the purchaser’s holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Rule 701

In general, under Rule 701 as in effect on the date of this prospectus, any of our employees, directors, officers, consultants, or advisors who purchased shares from us in reliance on Rule 701 in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares 90 days after the effective date of this offering in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with the holding period requirement, but subject to the other Rule 144 restrictions described above.

Stock Plans

We intend to file a registration statement or statements on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our new omnibus incentive plan and pursuant to all option and RSU grants made prior to this offering under the Stock Incentive Plan. These registration statements are expected to be filed as soon as practicable after the closing date of this offering. Shares issued upon the exercise, payment, or settlement of equity awards or equity-based awards issued under the Stock Incentive Plan or the omnibus incentive plan after the effective date of the applicable Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described above.

Registration Rights

Following this offering, some of our stockholders will, under some circumstances, have the right to require us to register their shares for future sale. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement”.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR

NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock that is being issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. This summary is limited to Non-U.S. Holders (as defined below) that hold our common stock as a “capital asset” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”) (generally, property held for investment) for U.S. federal income tax purposes. This summary does not discuss all of the aspects of U.S. federal income and estate taxation that may be relevant to a Non-U.S. Holder in light of the Non-U.S. Holder’s particular investment or other circumstances, including the impact of the Medicare contribution tax on net investment income. Accordingly, all prospective Non-U.S. Holders should consult their own tax advisors with respect to the U.S. federal, state, local, and non-U.S. tax consequences of the ownership and disposition of our common stock.

This summary is based on provisions of the Code, applicable U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations, all as in effect or in existence on the date of this prospectus. Subsequent developments in U.S. federal income or estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could alter the U.S. federal income and estate tax consequences to a Non-U.S. Holder of owning and disposing of our common stock as described in this summary. There can be no assurance that the Internal Revenue Service (the “IRS”) or a court will not take a contrary position with respect to one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income or estate tax consequences of the ownership or disposition of our common stock.

As used in this summary, the term “Non-U.S. Holder” means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

•

an entity or arrangement treated as a partnership for U.S. federal income tax purposes;

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an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

a trust, if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more “United States persons” (within the meaning of the Code) has the authority to control all of the trust’s substantial decisions, or (2) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a “United States person” (within the meaning of the Code).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in such a partnership generally will depend upon the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Partnerships, and partners in partnerships, that hold our common stock should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences of owning and disposing of our common stock that are applicable to them.

This summary does not consider any specific facts or circumstances that may apply to a Non-U.S. Holder and does not address any special tax rules that may apply to particular Non-U.S. Holders, such as:

•

a Non-U.S. Holder that is a bank, financial institution, insurance company, tax-exempt or government organization, pension plan, broker, dealer or trader in stocks, securities or currencies, U.S. expatriate, former citizen, long-term resident of the United States, person subject to the alternative minimum tax,

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controlled foreign corporation, tax-qualified retirement plan, passive foreign investment company, or corporation that accumulates earnings to avoid U.S. federal income tax;

•

a Non-U.S. Holder holding our common stock as part of a conversion, constructive sale, wash sale or other integrated transaction, or a hedge, straddle, synthetic security, or other risk reduction strategy;

•

a Non-U.S. Holder that holds or receives our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

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a Non-U.S. Holder that is deemed to sell our common stock under the constructive sale provisions of the Code; or

•

a Non-U.S. Holder that at any time owns, directly, indirectly or constructively, 5% or more of our outstanding common stock.

In addition, this summary does not address any U.S. state or local, or non-U.S. or other tax consequences, or any U.S. federal income or estate tax consequences for beneficial owners of a Non-U.S. Holder, including shareholders of a controlled foreign corporation or passive foreign investment company that holds our common stock.

Each Non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, state, local, and non-U.S. income and other tax consequences of owning and disposing of our common stock.

Distributions on Our Common Stock

As discussed under “Dividend Policy” above, we do not expect to pay cash dividends on our common stock for the foreseeable future. If we make distributions of cash or property (other than certain pro rata distributions of our common stock) with respect to our common stock, any such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a nontaxable return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in its common stock and will reduce (but not below zero) such Non-U.S. Holder’s adjusted tax basis in its common stock. Any remaining excess will be treated as gain from a disposition of our common stock subject to the tax treatment described below in “—Sales or Other Dispositions of Our Common Stock”.

Distributions on our common stock to a Non-U.S. Holder that are treated as dividends, and that are not effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States, generally will be subject to withholding of U.S. federal income tax at a rate of 30% of the gross amount of dividends. A Non-U.S. Holder may be eligible for a lower rate of withholding under an applicable income tax treaty between the United States and its jurisdiction of tax residence. In order to claim the benefit of an applicable income tax treaty, a Non-U.S. Holder will be required to provide to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) in accordance with the applicable certification and disclosure requirements certifying qualification for the lower treaty rate. Special rules apply to partnerships and other pass-through entities and these certification and disclosure requirements also may apply to beneficial owners of partnerships and other pass-through entities that hold our common stock. A Non-U.S. Holder should consult its tax advisor regarding its entitlement to benefits under any applicable income tax treaty.

Distributions on our common stock to a Non-U.S. Holder that are treated as dividends, and that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States will be taxed on a net income basis at the regular graduated rates and generally in the manner applicable to United States persons (unless the Non-U.S. Holder is eligible for and properly claims the benefit of an applicable income tax treaty and the dividends are not attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States, in which case the Non-U.S. Holder may be eligible for a lower rate under an

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applicable income tax treaty between the United States and its jurisdiction of tax residence). Dividends to a Non-U.S. Holder that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States will not be subject to the withholding of U.S. federal income tax discussed above if the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8ECI (or other applicable form) in accordance with the applicable certification and disclosure requirements. A Non-U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may also be subject to a “branch profits” tax at a 30% rate (or a lower rate if the Non-U.S. Holder is eligible for a lower rate under an applicable income tax treaty) on the Non-U.S. Holder’s earnings and profits (attributable to dividends on our common stock or otherwise) that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, subject to certain adjustments.

The certifications described above must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. A Non-U.S. Holder may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding their eligibility for benefits under a relevant income tax treaty and the manner of claiming such benefits.

The foregoing discussion is subject to the discussion below under “—Backup Withholding and Information Reporting” and “—FATCA Withholding”.

Sales or Other Dispositions of Our Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax (including withholding thereof) on any gain recognized on sales or other dispositions of our common stock unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); in this case, the gain will be subject to U.S. federal income tax on a net income basis at the regular graduated rates and generally in the manner applicable to United States persons (unless an applicable income tax treaty provides otherwise) and, if the Non-U.S. Holder is treated as a corporation for U.S. federal income tax purposes, the “branch profits tax” described above may also apply;

•

the Non-U.S. Holder is a nonresident alien individual who is present in the United States for more than 182 days in the taxable year of the disposition and meets certain other requirements; in this case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by certain U.S. source capital losses, generally will be subject to a flat 30% U.S. federal income tax, even though the Non-U.S. Holder is not considered a resident of the United States under the Code; or

•

we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the five-year period ending on the date of disposition and (ii) the period that the Non-U.S. Holder held our common stock.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are not currently, and we do not anticipate becoming in the future, a United States real property holding corporation. However, because the determination of whether we are a United States real property holding corporation is made from time to time and depends on the relative fair market values of our assets, there can be no assurance in this regard. If we were a United States real property holding corporation, the tax relating to disposition of stock in a United States real property holding corporation generally will not apply to a Non-U.S. Holder whose holdings, direct, indirect, and constructive, constituted 5% or less of our common stock at all times during the applicable period, provided that our common stock is “regularly traded on an established securities

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market” (as provided in applicable U.S. Treasury regulations) at any time during the calendar year in which the disposition occurs. However, no assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the rules described above. Non-U.S. Holders should consult their own tax advisors regarding the possible adverse U.S. federal income tax consequences to them if we are, or were to become, a United States real property holding corporation.

The foregoing discussion is subject to the discussion below under “—Backup Withholding and Information Reporting” and “—FATCA Withholding”.

Federal Estate Tax

Our common stock that is owned (or treated as owned) by an individual who is not a U.S. citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise and, therefore, may be subject to U.S. federal estate tax.

Backup Withholding and Information Reporting

Backup withholding (currently at a rate of 28%) will not apply to payments of dividends on our common stock to a Non-U.S. Holder if the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person, or otherwise qualifies for an exemption. However, the applicable withholding agent generally will be required to report to the IRS and to such Non-U.S. Holder payments of dividends on our common stock and the amount of U.S. federal income tax, if any, withheld with respect to those payments. Copies of the information returns reporting such dividends and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of a treaty or agreement.

The gross proceeds from sales or other dispositions of our common stock may be subject, in certain circumstances discussed below, to U.S. backup withholding and information reporting. If a Non-U.S. Holder sells or otherwise disposes of our common stock outside the United States through a non-U.S. office of a non-U.S. broker and the sale or disposition proceeds are paid to the Non-U.S. Holder outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not U.S. backup withholding, will apply to a payment of sale or disposition proceeds, even if that payment is made outside the United States, if a Non-U.S. Holder sells our common stock through a non-U.S. office of a broker that is a United States person or has certain enumerated connections with the United States, unless the broker has documentary evidence in its files that the Non-U.S. Holder is not a United States person and certain other conditions are met or the Non-U.S. Holder otherwise qualifies for an exemption.

If a Non-U.S. Holder receives payments of the proceeds of sales or other dispositions of our common stock to or through a U.S. office of a broker, the payment will be subject to both U.S. backup withholding and information reporting unless the Non-U.S. Holder provides to the broker a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person, or the Non-U.S. Holder otherwise qualifies for an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder’s U.S. federal income tax liability (which may result in the Non-U.S. Holder being entitled to a refund), provided that the required information is timely furnished to the IRS.

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FATCA Withholding

The Foreign Account Tax Compliance Act and related Treasury guidance (commonly referred to as “FATCA”) impose U.S. federal withholding tax at a rate of 30% on payments to certain foreign entities of (i) U.S.-source dividends (including dividends paid on our common stock) and (ii) after December 31, 2018, the gross proceeds from the sale or other disposition of property that produces U.S.-source dividends (including sales or other dispositions of our common stock). This withholding tax applies to a foreign entity, whether acting as a beneficial owner or an intermediary, unless such foreign entity complies with (i) certain information reporting requirements regarding its U.S. account holders and its U.S. owners and (ii) certain withholding obligations regarding certain payments to its account holders and certain other persons, or, in each case, such foreign entity otherwise qualifies for an exemption. Accordingly, the entity through which a Non-U.S. Holder holds its common stock will affect the determination of whether such withholding is required. A payee that is a foreign financial institution located in a jurisdiction that has an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Non-U.S. Holders are encouraged to consult their tax advisors regarding FATCA.

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UNDERWRITING

Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.


Underwriter		Number of Shares
Barclays Capital Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
RBC Capital Markets, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Goldman, Sachs & Co.
Wells Fargo Securities, LLC
Robert W. Baird & Co. Incorporated
FBR Capital Markets & Co.
SunTrust Robinson Humphrey, Inc.

Total

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel, or modify offers to the public and to reject orders in whole or in part.

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

The following table shows the public offering price, underwriting discount, and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their overallotment option.

Per Share

Without Option

With Option

Public offering price

Underwriting discount paid by us

Proceeds, before expenses, to us

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The expenses of the offering, not including the underwriting discount, are estimated at $ million and are payable by us. The underwriters have agreed to reimburse us for certain expenses in connection with this offering.

We have granted an option to the underwriters to purchase up to additional shares at the public offering price, less the underwriting discount. The underwriters may exercise this option for 30 days from the

date of this prospectus. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

We, our executive officers and directors, and certain of our existing security holders, including Onex, have agreed, subject to certain exceptions, not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of Barclays Capital Inc. and Citigroup Global Markets Inc. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:

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offer, pledge, sell, or contract to sell any common stock,

•

sell any option or contract to purchase any common stock,

•

purchase any option or contract to sell any common stock,

•

grant any option, right or warrant for the sale of any common stock,

•

otherwise dispose of or transfer any common stock or securities exchangeable or exercisable for common stock,

•

file or cause to be filed a registration statement related to the common stock, or

•

enter into any swap or other agreement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

We intend to apply to list our common stock for listing on the New York Stock Exchange under the symbol “JELD”. In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

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the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

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our financial information,

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the history of, and the prospects for, the Company and the industry in which we compete,

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an assessment of our management, its past and present operations, and the prospects for, and timing of, our future net revenues,

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the present state of our development, and

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•

the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix, or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales, and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option described above. The underwriters may close out any covered short position by either exercising their option or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option. “Naked” short sales are sales in excess of their option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market, or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the representatives may facilitate Internet distribution for this offering to certain of its Internet subscription customers. The representatives may allocate a limited number of shares for sale to its online brokerage customers. An electronic prospectus is available on Internet web sites maintained by the representatives. Other than the prospectus in electronic format, the information on the web sites of the representatives is not part of this prospectus.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking, and other services for us for which they received or will receive customary fees and expenses. Furthermore, certain of the underwriters and

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their respective affiliates may, from time to time, enter into arms-length transactions with us in the ordinary course of their business. Barclays Capital Inc., RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc. and/or certain of their respective affiliates are lenders, and/or act as agents or arrangers, under our Corporate Credit Facilities, and our indebtedness under the Corporate Credit Facilities held by such entities may be repaid with the proceeds of this offering. See “Use of Proceeds”.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the Company. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Notice to Canadian Residents

This document constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian securities laws. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the securities described herein (the “Securities”). No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the Securities and any representation to the contrary is an offence.

Canadian investors are advised that this document has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”). Pursuant to section 3A.3 of NI 33-105, this document is exempt from the requirement to provide investors with certain conflicts of interest disclosure pertaining to “connected issuer” and/or “related issuer” relationships as would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

Resale Restrictions

The offer and sale of the Securities in Canada is being made on a private placement basis only and is exempt from the requirement to prepare and file a prospectus under applicable Canadian securities laws. Any resale of Securities acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Securities outside of Canada.

Representations of Purchasers

Each Canadian investor who purchases the Securities will be deemed to have represented to the issuer and to each dealer from whom a purchase confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations .

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Taxation and Eligibility for Investment

Any discussion of taxation and related matters contained in this document does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a Canadian investor when deciding to purchase the Securities and, in particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident, or deemed resident, of Canada of an investment in the Securities or with respect to the eligibility of the Securities for investment by such investor under relevant Canadian federal and provincial legislation and regulations.

Rights of Action for Damages or Rescission

Securities legislation in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum, including where the distribution involves an “eligible foreign security” as such term is defined in Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions and in Multilateral Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions , as applicable, with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum, or other offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation” as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and defences under, applicable Canadian securities legislation. In addition, these remedies are in addition to and without derogation from any other right or remedy available at law to the investor.

Language of Documents

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement .

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have

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they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements, and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC as amended by Directive 2010/73/EU and includes any relevant implementing measure in the Relevant Member State.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or “SIX”, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or “CISA”. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

171

Notice to Prospective Investors in the Dubai International Financial Centre

This document relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or “DFSA”. This document is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with exempt offers. The DFSA has not approved this document nor taken steps to verify the information set forth herein and has no responsibility for it. The shares to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this document you should consult an authorized financial advisor.

Notice to Prospective Investors in Hong Kong

This prospectus has not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The shares will not be offered or sold in Hong Kong other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation, or document relating to the shares which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a)

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b)

where no consideration is or will be given for the transfer;

172

(c)

where the transfer is by operation of law;

(d)

as specified in Section 276(7) of the SFA; or

(e)

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”), who are:

(a) “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act; and

(b)

“wholesale clients” (within the meaning of section 761G of the Corporations Act),

so that it is lawful to offer the shares without disclosure to investors under Chapters 6D and 7 of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapters 6D and 7 of the Corporations Act would not be required pursuant to an exemption under both section 708 and Subdivision B of Division 2 of Part 7.9 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapters 6D and 7 of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

173

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

174

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York. Legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Washington, D.C.

EXPERTS

The consolidated financial statements of JELD-WEN Holding, Inc. and its subsidiaries as of December 31, 2015 and December 31, 2014 and for each of the three years in the period ended December 31, 2015 included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Freedonia Custom Research is a source for third-party industry data referenced in this prospectus. The Freedonia Report, dated May 18, 2016, which we commissioned for this offering, represents data, research opinion, or viewpoints developed on our behalf that have been included herein.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect to the common stock to be sold in this offering. As allowed by SEC rules, this prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. For further information about us and our common stock, you should refer to the registration statement, including all amendments, supplements, schedules, and exhibits thereto.

Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

You may read, without charge, and copy, at prescribed rates, all or any portion of the registration statement or any reports, statements or other information we file with or furnish to the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review the registration statement, as well as our future SEC filings, by accessing the SEC’s website at www.sec.gov. You may also request copies of those documents, at no cost to you, by contacting us at the following address:

JELD-WEN Holding, Inc.

440 S. Church Street, Suite 400

Charlotte, North Carolina 28202

Attention: Executive Vice President, General Counsel and Chief Compliance Officer

(704) 378-5700

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the SEC. You can request copies of these documents, for a copying fee, by writing to the SEC. We intend to furnish our stockholders with annual reports containing financial statements audited by our independent registered public accounting firm.

175

JELD-WEN HOLDING, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013		F-3
Consolidated Statements of Other Comprehensive Income (Loss) for the Years Ended December 31, 2015, 2014 and 2013		F-4
Consolidated Balance Sheets as of December 31, 2015 and 2014		F-5
Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014 and 2013		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013		F-7
Notes to Consolidated Financial Statements		F-8
Schedule I—Condensed Financial Information (parent company only)		F-61

Unaudited Consolidated Financial Statements
Consolidated Statements of Operations for the Three and Nine Months Ended September 24, 2016 and September 26, 2015		F-67
Consolidated Statements of Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 24, 2016 and September 26, 2015		F-68
Consolidated Balance Sheets as of September 24, 2016 and December 31, 2015		F-69
Consolidated Statements of Equity for the Nine Months Ended September 24, 2016 and September 26, 2015		F-70
Consolidated Statements of Cash Flows for the Nine Months Ended September 24, 2016 and September 26, 2015		F-71
Notes to Consolidated Financial Statements		F-72

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and shareholders of JELD-WEN Holding, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of other comprehensive income (loss), of equity, and of cash flows present fairly, in all material respects, the financial position of JELD-WEN Holding, Inc. and their subsidiaries at December 31, 2015 and December 31, 2014 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule included in Schedule I presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, JELD-WEN Holding, Inc. changed the manner in which it classifies deferred taxes and deferred financing costs in 2015.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 23, 2016, except with respect to our opinion on Note 23, Earnings (Loss) Per Share, and the financial statement schedule included in Schedule I, as to which the date is June 1, 2016

F-2

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Years Ended December 31,
(amounts in thousands, except share and per share data)	2015			2014			2013
Net revenues	$	3,381,060		$	3,507,206		$	3,456,539
Cost of sales		2,715,125			2,919,864			2,946,463

Gross margin		665,935			587,342			510,076

Operating expenses
Selling, general and administrative		512,126			488,477			482,088
Impairment and restructuring charges		21,342			38,388			42,004

Operating income (loss)		132,467			60,477			(14,016	)

Other income (expense)
Interest income		1,653			2,435			2,442
Interest expense		(62,285	)		(71,724	)		(73,804	)
Loss on debt extinguishment		—			(51,036	)		—
Other		14,120			515			12,323

Income (loss) before taxes, equity earnings and discontinued operations		85,955			(59,333	)		(73,055	)
Income tax benefit (expense)		5,435			(18,942	)		(1,142	)

Income (loss) from continuing operations, net of tax		91,390			(78,275	)		(74,197	)
Equity earnings (loss) of non-consolidated entities		2,384			(447	)		943
Loss from discontinued operations, net of tax		(2,856	)		(5,387	)		(5,863	)
Gain on sale of discontinued operations, net of tax		—			—			10,711

Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)
Convertible preferred stock dividends		381,418			100,034			88,799

Net loss attributable to common shareholders	$	(290,500	)	$	(184,143	)	$	(157,205	)

Weighted average common shares outstanding
Basic		1,663,273			1,858,187			1,919,445
Diluted		1,663,273			1,858,187			1,919,445
Loss per share from continuing operations
Basic and diluted	$	(172.97	)	$	(96.21	)	$	(84.45	)
(Loss) income per share from discontinued operations
Basic and diluted	$	(1.71	)	$	(2.90	)	$	2.53
Net loss per share
Basic and diluted	$	(174.68	)	$	(99.11	)	$	(81.92	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)


	For the Years Ended December 31,
(amounts in thousands)	2015			2014			2013
Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax of $0		(78,636	)		(85,357	)		(19,187	)
Defined benefit pension plans:
Net actuarial pension gain (loss), net of tax of $189, $(522) and $35,362		18,264			(59,298	)		40,014
Amortization of net actuarial pension loss to income, net of tax of $0		12,436			7,644			17,251
Interest rate hedge adjustments, net of tax of $0, $369 and $0		(11,200	)		583			—
Net change in unrealized loss on marketable securities, net of tax of $0		—			—			(319	)

Total other comprehensive (loss) income, net of tax		(59,136	)		(136,428	)		37,759

Total comprehensive income (loss)	$	31,782		$	(220,537	)	$	(30,647	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

JELD-WEN HOLDING, INC.

CONSOLIDATED BALANCE SHEETS



(amounts in thousands)	December 31, 2015			December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	113,571		$	105,542
Restricted cash		706			666
Accounts receivable, net		321,079			329,901
Inventories		343,736			359,274
Other current assets		35,326			44,973

Total current assets		814,418			840,356
Property and equipment, net		720,843			755,129
Goodwill		482,506			475,601
Intangible assets, net		78,318			48,293
Other assets		86,288			64,680

Total assets	$	2,182,373		$	2,184,059

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	166,686		$	179,652
Accrued payroll and benefits		139,621			144,556
Accrued expenses and other current liabilities		164,544			182,407
Notes payable and current maturities of long-term debt		16,594			17,686

Total current liabilities		487,445			524,301
Long-term debt		1,243,726			788,542
Unfunded pension liability		106,748			135,527
Deferred credits and other liabilities		94,262			87,394

Total liabilities		1,932,181			1,535,764

Commitments and contingencies (Note 31)
Convertible preferred shares		481,937			817,121

Stockholders’ equity (deficit)
Common Stock: 22,810,000 shares authorized, no par value, 1,627,026 and 1,796,329 shares outstanding as of December 31, 2015 and December 31, 2014, respectively		86,201			180,902
Accumulated deficit		(154,949	)		(245,867	)
Accumulated other comprehensive loss		(162,997	)		(103,861	)

Total stockholders’ deficit		(231,745	)		(168,826	)

Total liabilities, convertible preferred shares, and shareholders’ deficit	$	2,182,373		$	2,184,059

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF EQUITY


	2015						2014						2013
(amounts in thousands, except share and per share amounts)	Shares			Amount			Shares			Amount			Shares			Amount
Common Stock
Common Stock, no par value
Balance as of January 1		1,813,750		$	194,375			1,908,659		$	214,228			1,969,786		$	228,984
Shares issued		10,816			2,770			—			—			—			—
Shares issued for exercise/vesting of stock options and restricted stock units		2,305			12			—			—			69			—
B-1 Common Shares converted to common		135			23			—			—			—			—
Shares repurchased		(188,535	)		(44,696	)		(94,909	)		(21,928	)		(61,196	)		(16,074	)
Dividend on common stock		—			(83,662	)		—			—			—			—
Amortization of share-based compensation		—			4,095			—			2,075			—			1,318

		1,638,471		$	72,917			1,813,750		$	194,375			1,908,659		$	214,228

Less stock held by Employee Benefit Trust, a consolidated entity		(17,631	)		(12,371	)		(17,631	)		(12,371	)		(17,631	)		(12,371	)

Balance at period end		1,620,840		$	60,546			1,796,119		$	182,004			1,891,028		$	201,857

B-1 Common Stock, no par value
Balance as of January 1		210		$	16,378			210		$	10,485			—		$	6,138
Total distributions		—			(370	)		—			—			—			—
Shares issued for exercise of stock options		6,071			1,224			—			—			210			—
Amortization of share-based compensation		—			11,525			—			5,893			—			4,347
B-1 Common Shares converted to common		(95	)		(23	)		—			—			—			—

Balance at period end		6,186		$	28,734			210		$	16,378			210		$	10,485

Director notes
Balance as of January 1				$	(16,127	)				$	(27,249	)				$	(25,847	)
Net issuances, payments and accrued interest on Notes					14,059						11,122						(1,402	)

Balance at period end				$	(2,068	)				$	(16,127	)				$	(27,249	)

Employee stock notes
Balance as of January 1				$	(1,353	)				$	(1,458	)				$	(1,476	)
Net issuances, payments and accrued interest on Notes					342						105						18

Balance at period end				$	(1,011	)				$	(1,353	)				$	(1,458	)

Balance at period end				$	86,201					$	180,902					$	183,635

Accumulated deficit
Balance as of January 1				$	(245,867	)				$	(161,758	)				$	(93,352	)
Net income (loss)					90,918						(84,109	)					(68,406	)

Balance at period end				$	(154,949	)				$	(245,867	)				$	(161,758	)

Accumulated other comprehensive (loss) income
Foreign currency adjustments
Balance as of January 1				$	45,061					$	130,418					$	149,605
Change during period					(78,636	)					(85,357	)					(19,187	)

Balance at end of period					(33,575	)					45,061						130,418

Unrealized gain (loss) on marketable securities
Balance as of January 1					—						—						319
Change during period					—						—						(319	)

Balance at end of period					—						—						—

Unrealized (loss) gain on interest rate hedges
Balance as of January 1					583						—						—
Change during period					(11,200	)					583						—

Balance at end of period					(10,617	)					583						—

Net actuarial pension (loss) gain
Balance as of January 1					(149,505	)					(97,851	)					(155,116	)
Change during period					30,700						(51,654	)					57,265

Balance at end of period					(118,805	)					(149,505	)					(97,851	)

Balance at period end				$	(162,997	)				$	(103,861	)				$	32,567

Non-controlling interest
Balance as of January 1				$	—					$	—					$	1,138
Income from non-controlling interests					—						—						12
De-consolidation of non-controlling interests					—						—						(1,150	)

Balance at period end				$	—					$	—					$	—

Total stockholders’ deficit at end of period				$	(231,745	)				$	(168,826	)				$	54,444

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the years ended December 31,
(amounts in thousands)	2015			2014			2013
OPERATING ACTIVITIES
Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)
Adjustments to reconcile net loss to cash used in operating activities:
Gain on sale of discontinued operations, net of tax		—			—			(10,711	)
Depreciation and amortization		95,196			100,026			104,650
Deferred income taxes		(18,862	)		1,631			(22,730	)
Non cash changes in inventory value		8,079			(420	)		974
(Gain) loss on sale of business units, property and equipment		(414	)		709			(3,353	)
Adjustment to carrying value of assets		4,268			10,543			16,855
Equity (earnings) loss in non-consolidated entities		(2,384	)		447			(943	)
Amortization of deferred financing costs		4,261			5,736			5,645
Non-cash loss on extinguishment of debt		—			22,628			—
Stock-based compensation		15,620			7,968			5,665
Required contributions to U.S. pension plan		(14,320	)		(16,578	)		(18,566	)
Amortization of U.S. pension expense		12,803			7,609			16,608
Other items, net		1,820			2,653			(8,551	)
Net change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(3,904	)		(638	)		(15,328	)
Inventories		2,872			10,843			(22,496	)
Other assets		(7,023	)		(18,655	)		(3,084	)
Accounts payable and accrued expenses		(28,225	)		(28,605	)		(25,601	)
Change in uncertain tax liability		11,634			—			—

Net cash provided by (used in) operating activities		172,339			21,788			(49,372	)

INVESTING ACTIVITIES
Proceeds from sales of discontinued operations		—			—			71,727
Purchases of property and equipment		(74,978	)		(68,624	)		(80,469	)
Proceeds from sale of business units, property and equipment		4,680			6,911			26,749
Purchase of intangible assets		(2,709	)		(2,222	)		(5,220	)
Purchases of businesses, net of cash acquired		(86,695	)		—			—
Issuances of notes receivable		(73	)		(583	)		(449	)
Cash received on notes receivable		1,323			7,780			718
Other items, net		—			—			883

Net cash (used in) provided by investing activities		(158,452	)		(56,738	)		13,939

FINANCING ACTIVITIES
Issuance of convertible preferred shares, net of transaction costs		—			—			1
Distributions paid		(419,216	)		—			—
Proceeds from issuance of new debt, net of discount		477,600			790,250			—
Borrowings on long-term debt		—			—			136,114
Payments of long-term debt		(19,402	)		(655,361	)		(84,421	)
Change in notes payable		(3,420	)		(3,338	)		1,045
Employee note repayments		15,073			4,516			228
Payments of debt issuance costs		(9,066	)		(15,684	)		(2,261	)
Common stock issued		2,006			—			—
Common stock repurchased		(44,647	)		(14,766	)		(16,073	)

Net cash (used in) provided by financing activities		(1,072	)		105,617			34,633

Effect of foreign currency exchange rates on cash		(4,786	)		(2,791	)		(3,360	)

Net increase (decrease) in cash and cash equivalents		8,029			67,876			(4,160	)
Cash and cash equivalents, beginning		105,542			37,666			41,826

Cash and cash equivalents, ending	$	113,571		$	105,542		$	37,666

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-7

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 1. Summary of Significant Accounting Policies

Nature of Business – JELD-WEN HOLDING, inc., (“JWH”) (an Oregon corporation) along with its subsidiaries, is a vertically-integrated global manufacturer and distributor of windows and doors with substantially all of its revenues being derived from the sale of its door and window products. The remaining timber properties and resort operations, located primarily in the Northwestern United States, are presented as discontinued operations in the consolidated balance sheets and consolidated statements of operations for all periods presented (See Note 3 – Discontinued Operations and Divestitures ). Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN”, “we”, “us”, “our”, or the “Company” are to JELD-WEN HOLDING, inc. and its subsidiaries.

We have facilities located in the United States (“U.S.”), Canada, Europe, Australia, Asia, Mexico, and South America, and our products are marketed primarily under the JELD-WEN brand name in the U.S. and Canada and under JELD-WEN and a variety of acquired brand names in Europe, Australia and Asia.

Our revenues are affected by the level of new housing starts and remodeling activity in each of our markets. Our sales typically follow seasonal new construction and repair and remodeling industry patterns. The peak season for home construction and remodeling in many of our markets generally correspond with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain of our geographic end markets.

All dollar and other currency amounts, except per share amounts, are presented in thousands, unless otherwise noted.

Ownership – On October 3, 2011, we completed a transaction with Onex Partners III LP and certain affiliates (collectively, “Onex Partners”) whereby Onex Partners invested $700.0 million in convertible preferred stock. Concurrent with the investment, Onex Partners provided $171.0 million in the form of a convertible bridge loan due in April 2013. In October 2012, Onex Partners invested an additional $49.8 million in convertible preferred stock of the Company to fund an acquisition. In April 2013, the $71.6 million outstanding balance of our convertible bridge loan was converted into additional shares of our Series A Convertible Preferred Stock. In March 2014, Onex Partners invested $65.8 million in common stock and now owns voting interests of approximately 80% of the Company at December 31, 2015 on a diluted, as-converted basis.

Principles of Consolidation – Our consolidated financial statements include the entities that we control, as well as majority-owned domestic and foreign subsidiaries and variable interest entities, if any, in which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation and any non-controlling interests are presented as a separate component of equity. We account for investments in and advances to unconsolidated equity affiliates using the equity method.

Fiscal Year – We operate on a fiscal calendar year, and each interim period is comprised of two 4-week periods and one 5-week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91-day fiscal quarter.

Prior Period Adjustments – As a result of the audit of our 2010 U.S. federal income tax return, we discovered an error in our 2010 financial statements in which a discrete tax item improperly reduced our tax expense during that period by $8.7 million. We corrected this error in the accompanying December 31, 2014 balance sheet for the cumulative impact of the error and accrued interest associated with it by increasing the accumulated deficit line included within stockholders’ equity and increasing the current payable due to JWH

F-8

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

included within current liabilities for the $8.7 million in tax expense and the $1.5 million in accrued interest. We have revised the statement of operations for fiscal years 2011 through 2014 for the annual accrued interest related to this item. The impact on the year ended December 31, 2014 was $0.5 million. The cumulative impact was approximately $1.1 million as of December 31, 2013, and the impact on the year ended December 31, 2013 was $0.5 million. There was no impact to the statements of cash flows for the periods presented. We do not believe the error described above was material to our previously issued financial statements.

Reclassification of Prior Year Presentation – Cash balances previously presented in current assets of discontinued operations have been reclassified to cash and cash equivalents within the consolidated balance sheets and Note 3 – Discontinued Operations and Divestitures to conform to the current period presentation as the cash is no longer expected to transfer upon sale. In addition, certain balances on the consolidated statement of cash flows have been reclassified to conform with current period presentation.

Customer Displays – Customer displays include the costs related to providing customers in store displays of our products and include all costs to manufacture, ship and install the displays in retail store locations. Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 3 to 4 years. Related amortization is included in selling, general and administrative (“SG&A”) expense in the accompanying consolidated statements of operations.

Consolidated Statements of Cash Flows – Cash flows from continuing and discontinued operations are not separated in the consolidated statements of cash flows. Cash balances associated with our discontinued operations are reflected in our consolidated balance sheets as cash and cash equivalents. See Note 3 – Discontinued Operations and Divestitures.

Use of Estimates – The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates.

Segment Reporting – Our reportable operating segments are organized and managed principally by geographic region: North America, Europe and Australasia. We report all other business activities in Corporate and unallocated costs. In addition to similar economic characteristics we also consider the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors. No segments have been aggregated for our presentation.

Acquisitions – We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be retroactively reflected in the comparative

F-9

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

consolidated financial statements. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the current period in our consolidated statements of operations.

For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

If we cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, we will recognize an asset or a liability for such pre-acquisition contingency if: (a) it is probable that an asset existed or a liability had been incurred at the acquisition date and (b) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.

In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We re-evaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statements of operations and could have a material impact on our results of operations and financial position.

Cash and Cash Equivalents – We consider all highly-liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents. Our cash management system is designed to maintain zero bank balances at certain banks. Checks written and not presented to these banks for payment are reflected as book overdrafts and are a component of accounts payable.

Restricted Cash – Restricted cash consists primarily of cash deposits required to meet certain projected self-insurance obligations. New funding is generated from employees’ portion of contributions and is added to the deposit account weekly as claims are paid.

Accounts Receivable – Accounts receivable are recorded at their net realizable value. Our customers are primarily retailers, distributors and contractors. As of December 31, 2015, one customer accounted for 11.1% of the consolidated accounts receivable balance. No individual customer accounted for more than 10% of the consolidated accounts receivable balance at December 31, 2014. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of our customers, unusual macroeconomic conditions and historical experience. If the financial condition of a customer deteriorates or other circumstances occur that result in an impairment of a customer’s ability to make payments, we record additional allowances as needed. We write off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has concluded.

Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or market and are determined by the first-in, first-out (“FIFO”) or average cost methods. We record provisions to write-down obsolete and excess inventory to estimated net realizable value. The process for

F-10

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

evaluating obsolete and excess inventory requires us to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold.

Notes Receivable – Notes receivable are recorded at their net realizable value. The balance consists primarily of installment notes and affiliate notes. The allowance for doubtful notes is based upon historical loss trends and specific reviews of delinquent notes. We write off uncollectible note receivables against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has been concluded. Current maturities and interest, net of short-term allowance are reported as other current assets.

Property and Equipment – Property and equipment are recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred. Interest over the construction period is capitalized as a component of cost of constructed assets. Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts and any gain or loss is charged to income.

Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives:


Land improvements		10 – 20 years
Buildings		15 – 45 years
Machinery and equipment		3 – 20 years

Intangible Assets – Intangible assets are accounted for in accordance with ASC 350, Intangibles – Goodwill and Other. Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives:


Trademarks and trade names		2 – 40 years
Software		1 – 10 years
Licenses and rights		1 – 10 years
Customer relationships		5 – 16 years
Patents		10 – 20 years

The lives of definite lived intangible assets are reviewed and reduced if necessary whenever changes in their planned use occur. Legal and registration costs related to internally-developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life. Cost and accumulated amortization are removed from the accounts in the period that an intangible asset becomes fully amortized. The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable. The recoverability test requires us to first compare undiscounted cash flows expected to be generated by that definite lived intangible asset or asset group to its carrying amount. If the carrying amounts of the definite lived intangible assets are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques.

F-11

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value. We do not amortize our indefinite-lived intangible assets, but test for impairment annually, or when indications of potential impairment exist. For intangible assets other than goodwill, if the carrying value exceeds the fair value, we recognize an impairment loss in an amount equal to the excess. No material impairments were identified during fiscal years 2015, 2014 and 2013.

Long-Lived Assets – Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. The first step in an impairment review is to forecast the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then an impairment charge is required to reduce the carrying value of the asset to fair value. Long-lived assets currently available for sale and expected to be sold within one year are classified as held for sale in other current assets or in assets of discontinued operations.

Goodwill – Goodwill is tested for impairment on an annual basis and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Current accounting guidance provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required.

We estimated the fair value of our reporting units using a discounted cash flow model (implied fair value measured on a non-recurring basis using level 3 inputs). Inherent in the development of the discounted cash flow projections are assumptions and estimates derived from a review of our expected revenue growth rates, profit margins, business plans, cost of capital and tax rates. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.

We have completed the required annual testing of goodwill for impairment for all reporting units and have determined that goodwill was not impaired.

Warranty Accrual – Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the

F-12

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

original customer. Some warranties are transferable to subsequent owners, and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience.

Restructuring – Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as one-time termination and exit costs as required by the provisions of FASB ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from any business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require us to revise our initial estimates which may materially affect our results of operations and financial position in the period the revision is made.

Derivative Financial Instruments – Derivative financial instruments are used to manage interest rate risk associated with our borrowings and foreign currency exposures related to transactions denominated in currencies other than the U.S. dollar, or in the case of our non-U.S. companies, transactions denominated in a currency other than their functional currency. We record all derivative instruments in the consolidated balance sheets at fair value. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met and we elect hedge accounting prior to entering into the derivative. If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in the results of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in consolidated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings. At the inception of a fair value or cash flow hedge transaction, we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, we assess both at inception of the fair value or cash flow hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is recognized in our consolidated statements of operations.

Revenue Recognition – We recognize revenue when four basic criteria have been met: (i) persuasive evidence of a customer arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred or services have been rendered. We recognize revenue based on the invoice price less allowances for sales returns, cash discounts, and other deductions as required under GAAP. Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods benefited.

Shipping Costs – Shipping costs charged to customers are included in net revenues. The cost of shipping is included in cost of sales.

Advertising Costs – All costs of advertising our products and services are charged to expense as incurred. Advertising and promotion expenses included in SG&A expenses were $46.0 million in 2015, $46.8 million in 2014 and $52.8 million in 2013.

Interest Expense and Extinguishment of Debt Costs – We record the cost of debt extinguishment separately in the consolidated statements of operations. During 2015, 2014 and the majority of the year ended December 31, 2013, interest expense was allocated to discontinued operations based on debt that was specifically attributable to those operations.

F-13

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Foreign Currency Translation and Adjustments – Typically, our foreign subsidiaries maintain their accounting records in their local currency. All of the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in consolidated other comprehensive income (loss). This balance is net of tax, where applicable.

The effects of translating financial statements of foreign operations in which the U.S. dollar is their functional currency are included in the consolidated statements of operations. The effects of translating intercompany debt are recorded in the consolidated statements of operations unless the debt is of a long-term investment nature in which case gains and losses are recorded in consolidated other comprehensive income (loss).

Foreign currency transaction gains or losses are credited or charged to income as incurred.

Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

The tax effects from an uncertain tax position can be recognized in the consolidated financial statements, only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction taxes of the Company. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any state and foreign income taxes refundable and payable are reported in other current assets and accrued income taxes payable in the consolidated balance sheets. We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations.

Recently Adopted Accounting Standards – In November 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU simplifies the presentation of deferred income taxes by requiring that all deferred tax liabilities and assets be classified as long-term on the balance sheet. We early adopted ASU 2015-17 as of December 31, 2015 and prior periods were not retrospectively adjusted.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs . The standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as an asset. ASU 2015-

F-14

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

03 is effective for annual and interim reporting periods after December 15, 2015, with early adoption permitted. We early adopted ASU 2015-03 in the quarter ended June 27, 2015, and as a result of its adoption, we retrospectively applied the provisions of this ASU. The retrospective adoption resulted in the reclassification of unamortized debt issuance costs of $12.0 million from other long-term assets to a reduction in long-term debt on the accompanying consolidated balance sheet as of December 31, 2014. In addition, in August, 2015 the FASB issued ASU 2015-15, Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements which provides clarification of ASU 2015-03 as it relates to the treatment of line-of credit arrangements. Adoption of these standards did not impact results of operations, retained earnings, or cash flows in the current or previous annual reporting periods.

Recently Issued Accounting Standards – In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . The amendments in this accounting standard require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and record, in the same period, the effect on earnings of changes in depreciation, amortization, or other income effects, calculated as if the accounting had been completed at the acquisition date. These also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The accounting standard is effective for annual periods beginning after December 15, 2015, and interim periods thereafter, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This ASU requires that inventory within the scope of this guidance be measured at the lower of cost and net realizable value. This accounting standard is effective for annual periods beginning after December 15, 2016, and interim periods thereafter, with early adoption allowed. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This ASU provides criteria for customers in a cloud computing arrangement to use in order to determine whether the arrangement includes a license of software. This accounting standard update is effective for annual periods beginning after December 15, 2015, and interim periods thereafter, with early adoption allowed. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The amendments in this accounting standard eliminate from GAAP the concept of extraordinary items. Prior to this standard, if an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. This accounting standard update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption allowed. We do not plan to early adopt and do not expect this standard to have an impact on our consolidated financial statements and disclosures.

In November 2014, the FASB issued ASU No. 2014-16, Derivative and Hedging: Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity, which will require an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract, when evaluating whether the host

F-15

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

contract is more akin to debt or equity. This accounting standard update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption allowed. We do not plan to early adopt and are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern. The amendments in this accounting standard require management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the consolidated financial statements. An entity must provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern. This accounting standard update is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption allowed. We do not plan to early adopt and do not expect this accounting standard update to have a material impact on our consolidated financial statements and disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation , which states that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition. This accounting standard update is effective for annual reporting periods beginning after December 15, 2015 with early adoption allowed. We do not plan to early adopt and do not expect this accounting standard update to have a material impact on our consolidated financial statements and disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenues from Contracts with Customers . The amendments in this accounting standard clarify the principles for recognizing revenue. This accounting standard update has been amended by ASU No. 2015-14 to defer the date effective to annual reporting periods beginning on or after December 15, 2017. We are currently evaluating the potential impact on our consolidated financial statements and disclosures and our adoption method.

Employee Retirement and Pension Benefits — We have a defined benefit plan available to certain U.S. hourly employees and several other defined benefit plans located outside the U.S. that are country specific. The most significant of these plans is in the U.S. which is no longer open to new employees. Amounts relating to these plans are recorded based on actuarial calculations, which use various assumptions, such as discount rates and expected return on assets. See Note 32— Employee Retirement and Pension Benefits in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus for further details.

Note 2. Acquisitions

During 2015, we completed four acquisitions using $88.6 million of cash and $2.0 million of stock as consideration. The fair values of tangible assets acquired and liabilities assumed used in our evaluations were based upon preliminary calculations, allocations and valuations. The underlying estimates, allocations and assumptions for the acquisitions are subject to change as we obtain additional information and refine our assumptions during the measurement period (up to one year from the acquisition date). We evaluated these acquisitions quantitatively and qualitatively and determined them to be insignificant both individually and in the aggregate and therefore, have omitted the pro forma disclosures under ASC 805-10-50.

F-16

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The preliminary fair values of the assets acquired are summarized below:


(amounts in thousands)	Total Acquisitions
Fair value of identifiable assets and liabilities:
Accounts receivable	$	12,591
Inventories		13,003
Other assets		3,034
Property and equipment		11,348
Identifiable intangible assets		36,284
Goodwill		41,983

Total assets	$	118,243

Accounts payable and accrued liabilities		12,471
Other liabilities		17,077

Total liabilities	$	29,548

Purchase Price:

Total consideration paid, net of cash acquired	$	88,695

The excess purchase price over the fair value of net assets acquired was allocated to goodwill and intangibles, respectively. Goodwill of $32.1 million is expected to be fully tax-deductible. Goodwill represents cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 14 years. Acquisition-related costs of $1.8 million were expensed as incurred and are included in selling, general and administrative expense in our consolidated statements of operations.

Note 3. Discontinued Operations and Divestitures

Our Silver Mountain resort and real estate located in Idaho (“Silver Mountain”) are treated as discontinued operations in the accompanying consolidated financial statements. The results of these operations have been removed from the results of continuing operations for all periods presented. Silver Mountain continues to be actively marketed for sale and is reviewed quarterly for impairment or fair value adjustment.

AmeriTitle – In January 2013, we sold the majority of the real estate owned by the former title and escrow subsidiaries, AmeriTitle, for $24.2 million and recorded a gain on sale of discontinued operations of $0.5 million, net of tax. In March 2013, we sold our AmeriTitle subsidiaries for $31.6 million resulting in a gain on sale of discontinued operations of $7.2 million, net of tax.

Windmill Inns – During 2013, the four remaining former hotel operations, Windmill Inns, located in Oregon and Arizona were sold in three separate transactions for a total of $18.5 million resulting in a total gain on sale of discontinued operations of $2.9 million, net of tax.

Silver Mountain – In March 2013, we entered into an agreement to sell the Silver Mountain operations which included a funded escrow of $1.2 million. Due to the buyer’s failure to perform under the contract, we terminated the agreement in May 2013 and recorded $1.2 million in income from discontinued operations associated with the buyer’s forfeiture of the escrow deposit.

F-17

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The results of discontinued operations excluding the gains on sale of discontinued operations are summarized as follows:


(amounts in thousands)	2015			2014			2013
Net revenues	$	7,919		$	8,591		$	22,698
Loss before tax and non-controlling interest		(2,853	)		(5,387	)		(9,620	)
Loss from discontinued operations, net of tax		(2,856	)		(5,387	)		(5,863	)
Amortization expense included in above		—			—			11

The impairment and restructuring charges discussed below are included in the table above in loss before tax and non-controlling interest and were due primarily to the significant downturn in the real estate market.

During the third quarter of 2014, we recorded a $3.4 million impairment charge based on a recent third party appraisal of the Silver Mountain property. In the fourth quarter of 2013, an impairment of $7.8 million was recorded on Silver Mountain based on current market information.

The following is a summary of the assets and liabilities of discontinued operations separately presented in the consolidated balance sheets as of December 31, 2015 and 2014:


(amounts in thousands)	2015		2014
ASSETS
Current assets
Accounts receivable, net	$	792	$	721
Inventories		298		294
Real estate inventories		532		32
Other current assets		236		389

Current assets of discontinued operations		1,858		1,436

Property and equipment, net		3,669		3,662
Timber and timberlands		614		614
Real estate development		3,884		3,884
Long-term notes receivable		—		197
Intangible assets		44		50
Other assets		7		313

Long-term assets of discontinued operations		8,218		8,720

	$	10,076	$	10,156

LIABILITIES
Current liabilities
Accounts payable	$	732	$	804
Accrued payroll and benefits		192		357
Accrued expenses		1,608		2,746

Current liabilities of discontinued operations		2,532		3,907

Deferred credits and other liabilities		2,493		5,345

Long-term liabilities of discontinued operations		2,493		5,345

	$	5,025	$	9,252

F-18

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The current and long-term assets of discontinued operations are included within other current assets and other assets, respectively, in the accompanying consolidated balance sheets. The current and long-term liabilities of discontinued operations are included within accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying consolidated balance sheets.

Note 4. Accounts Receivable

The following is a roll forward of the allowance for doubtful accounts:


(amounts in thousands)	2015			2014			2013
Balance at beginning of period	$	(4,166	)	$	(6,338	)	$	(6,147	)
Additions charged to expense		(530	)		(567	)		(1,142	)
Deductions		1,180			2,474			1,032
Currency translation		(148	)		265			(81	)

Balance at end of period	$	(3,664	)	$	(4,166	)	$	(6,338	)

We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We perform ongoing credit evaluations of our customers to minimize credit risk and usually we do not require collateral for accounts receivable, but will require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Other notes receivable are primarily collateralized by stock or other assets. One window and door customer represents 15.2% of net revenues in 2015, 16.6% of net revenues in 2014 and 18.3% of net revenues in 2013.

Note 5. Inventories

Inventories are stated at the lower of cost or market. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs.


(amounts in thousands)	2015		2014
Raw materials	$	241,225	$	235,342
Work in process		28,512		29,009
Finished goods		73,999		94,923

Inventories	$	343,736	$	359,274

Note 6. Other Current Assets


(amounts in thousands)	2015		2014
Prepaid assets	$	18,463	$	17,631
Refundable income taxes		6,999		8,361
Fair value of derivative instruments		6,957		5,694
Current assets of discontinued operations ( Note 3 )		1,858		1,436
Property held for sale		839		—
Current maturities of notes receivables and interest, net of short-term allowance		210		1,615
Deferred taxes ( Note 19 )		—		10,236

	$	35,326	$	44,973

F-19

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 7. Property and Equipment, Net


(amounts in thousands)	2015			2014
Land improvements	$	32,705		$	32,924
Buildings		420,355			440,414
Machinery and equipment		1,134,694			1,156,926

Total depreciable assets		1,587,754			1,630,264
Accumulated depreciation		(979,511	)		(986,495	)

		608,243			643,769
Land		60,266			64,596
Construction in progress		52,334			46,764

	$	720,843		$	755,129

The effect on our carrying value of property and equipment due to currency translations for foreign assets was a decrease of $29.7 million and $31.8 million for the years ended December 31, 2015 and 2014, respectively.

Depreciation expense was $82.2 million, $89.0 million and $94.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Depreciation expense was recorded as follows:


(amounts in thousands)	2015		2014		2013
Cost of sales	$	73,913	$	78,890	$	83,940
Selling, general and administrative		8,264		10,148		10,628

	$	82,177	$	89,038	$	94,568

Note 8. Goodwill

The following table summarizes the changes in goodwill by reportable segment:


(amounts in thousands)	North America			Europe			Australasia			Total Reportable Segments
Ending balance, December 31, 2013	$	154,533		$	301,273		$	61,422		$	517,228
Currency translation		(643	)		(36,040	)		(4,944	)		(41,627	)

Ending balance, December 31, 2014	$	153,890		$	265,233		$	56,478		$	475,601

Acquisitions	$	34,369		$	3,228		$	4,386		$	41,983
Currency translation		(1,157	)		(28,274	)		(5,647	)		(35,078	)

Ending balance, December 31, 2015	$	187,102		$	240,187		$	55,217		$	482,506

We have recorded impairments in prior periods related to the divestiture of certain operations. Cumulative impairments of goodwill totaled $1.6 million at both December 31, 2015 and December 31, 2014.

During the fourth quarter of 2015, we concluded that our Creative Media Design (“CMD”) business unit, our internal advertising agency, should be merged into our North American impairment testing reporting

F-20

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

unit. Immediately prior to this change, we tested CMD goodwill of $4.3 million for impairment using a qualitative assessment, and we concluded it was more likely than not that the fair value was more than its carrying value and therefore did not perform the two-step quantitative analysis.

In accordance with current accounting guidance, we identified three reporting units for the purpose of conducting our goodwill impairment review. In determining our reporting units, we considered (i) whether an operating segment or a component of an operating segment was a business, (ii) whether discrete financial information was available, and (iii) whether the financial information is regularly reviewed by management of the operating segment. We performed our annual impairment assessment during the beginning of the December fiscal month of 2015. The excess of the fair value of our reporting units over their respective carrying values for the three reporting units exceeded 45%. Accordingly, no impairment loss was recorded in 2015 or 2014.

Note 9. Intangible Assets, Net

Changes in the carrying amount of intangible assets were as follows for the periods indicated:


(amounts in thousands)	Trademarks and tradenames			Software			License and rights			Customer relationships			Customer supply			Patents			Total
Net book value:
December 31, 2013	$	5,920		$	13,343		$	2,275		$	35,063		$	241		$	1,552		$	58,394
Additions (write-offs)		22			2,740			(272	)		(28	)		(156	)		88			2,394
Amortization		(1,658	)		(3,313	)		(349	)		(2,870	)		(33	)		(102	)		(8,325	)
Currency translation		(61	)		(444	)		(13	)		(3,641	)		(11	)		—			(4,170	)

December 31, 2014	$	4,223		$	12,326		$	1,641		$	28,524		$	41		$	1,538		$	48,293

Acquisitions		8,909			1,036			2,742			23,597			—			—			36,284
Additions (write-offs)		(50	)		4,767			373			(36	)		67			39			5,160
Amortization		(571	)		(3,662	)		(550	)		(2,913	)		(40	)		(124	)		(7,860	)
Currency translation		(164	)		(376	)		(236	)		(2,780	)		(3	)		—			(3,559	)

December 31, 2015	$	12,347		$	14,091		$	3,970		$	46,392		$	65		$	1,453		$	78,318

The cost and accumulated amortization values of our intangible assets were as follows for the periods indicated:


	2015							2014
(amounts in thousands)	Cost		Accumulated Amortization			Net Book Value		Cost		Accumulated Amortization			Net Book Value
Trademarks and trade names	$	14,042	$	(4,195	)	$	9,847	$	5,827	$	(4,104	)	$	1,723
Software		23,430		(9,339	)		14,091		20,299		(7,974	)		12,325
Licenses and rights		5,355		(1,385	)		3,970		2,498		(856	)		1,642
Customer relationships		69,040		(22,648	)		46,392		50,568		(22,044	)		28,524
Customer supply agreements		394		(329	)		65		364		(323	)		41
Patents		2,143		(690	)		1,453		2,109		(571	)		1,538

		114,404		(38,586	)		75,818		81,665		(35,872	)		45,793
Indefinite-lived trade names		2,500		—			2,500		2,500		—			2,500

	$	116,904	$	(38,586	)	$	78,318	$	84,165	$	(35,872	)	$	48,293

F-21

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized. In 2014 several trademarks and trade names became fully amortized including the Stegbar trade name used in Australia which had cost and accumulated amortization of $17.9 million.

Amortization expense was $7.9 million, $8.3 million and $9.4 million for the years ended December 31, 2015, 2014 and 2013, respectively. Certain customer supply agreement intangibles are amortized as a deduction from net revenues. These were immaterial in 2015 and totaled $0.1 million and $1.3 million in 2014 and 2013, respectively.

Estimated future amortization expense (amounts in thousands):


2016	$	10,070
2017		7,726
2018		7,911
2019		7,295
2020		6,571
Thereafter		36,245

	$	75,818

Note 10. Other Assets


(amounts in thousands)	2015		2014
Investments ( Note 11 )	$	26,204	$	23,965
Deferred taxes ( Note 19 )		21,698		4,105
Customer displays		14,952		11,124
Long-term assets of discontinued operations ( Note 3 )		8,218		8,720
Long-term notes receivable ( Note 12 )		6,229		6,744
Deposits		3,391		2,587
Debt issuance costs		2,594		3,138
Other		1,777		1,793
Other long-term accounts receivable		1,225		2,225
Real estate development		—		279

	$	86,288	$	64,680

Domestic debt issuance costs associated with revolving credit facilities are capitalized and amortized according to the effective interest rate method over the life of the new debt agreements. Non-cash additions are disclosed in Note 35 – Supplemental Cash Flow Information . Customer displays are amortized over the life of the product line and $5.1 million, $2.7 million and $0.7 million of amortization is included in total depreciation and amortization for the years ended December 31, 2015, 2014 and 2013, respectively.

Note 11. Investments

As of December 31, 2015, our investments consist of one 50% owned investment accounted for under the equity method and eleven investments accounted for under the cost method.

Our investment in West One Auto Group (“WOAG”) was included as an equity method investment as of December 31, 2013 and 2014 and during fiscal year 2015 was fully impaired and ceased being accounted for under the equity method.

F-22

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

A summary of our equity and cost method investments, which are included in other assets in the accompanying consolidated balance sheets, is as follows:


(amounts in thousands)	Equity			Cost			Total
Ending balance, December 31, 2013	$	24,348		$	561		$	24,909
Equity earnings		(447	)		—			(447	)
Impairments		(426	)		(448	)		(874	)
Other		377			—			377

Ending balance, December 31, 2014	$	23,852		$	113		$	23,965

Equity earnings	$	2,384		$	—		$	2,384
Additions		—			257			257
Impairments		(332	)		—			(332	)
Other		(70	)		—			(70	)

Ending balance, December 31, 2015	$	25,834		$	370		$	26,204

Net loans, advances to, and receivables from, affiliates at
December 31, 2014	$	1,153		$	3,768		$	4,921
December 31, 2015	$	341		$	3,768		$	4,109

The combined financial position and results of operations for the equity method investments owned as of December 31, 2015 are summarized below:


(amounts in thousands)	2015		2014
Assets
Current assets	$	85,726	$	100,799
Non-current assets		20,606		26,049

Total assets	$	106,332	$	126,848

Liabilities
Current liabilities	$	18,452	$	35,572
Non-current liabilities		36,608		39,721

Total liabilities		55,060		75,293

Net worth	$	51,272	$	51,555


(amounts in thousands)	2015			2014			2013
Net sales	$	361,013		$	342,030		$	329,406
Gross profit		82,914			71,267			69,546
Net income (loss)		4,628			(137	)		2,240
Adjustment for profit in inventory		(70	)		(378	)		(177	)
Net income (loss) attributable to Company		2,384			(447	)		943

Goodwill of $0.2 million is included in equity investments and is reviewed for impairment if evidence of loss in value occurs in accordance with FASB guidance regarding The Equity Method of Accounting for Investments in Common Stock . Sales to affiliates totaled $54.8 million in 2015, $53.6 million in 2014 and $49.6 million in 2013 and purchases from affiliates totaled $2.4 million, $1.5 million and $1.4 million for 2015, 2014 and 2013, respectively.

F-23

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

We recorded impairments of $0.3 million, $0.4 million and $1.8 million in the years ended December 31, 2015, 2014 and 2013, respectively, relating to our investment in WOAG due to the slow economic recovery in the Pacific Northwest and WOAG’s financing limitations.

Note 12. Notes Receivable


(amounts in thousands)	2015 Year-End Interest Rate	2015			2014
Employee demand notes secured by Company stock	5.25 – 5.50%	$	286		$	745
Installment notes	0.00 – 10.00%		2,444			2,744
Affiliate notes	0.00 – 8.25%		3,768			4,839
Accrued interest			10			100
Allowance for doubtful notes			(69	)		(69	)

			6,439			8,359
Current maturities and interest, net of short-term allowance			(210	)		(1,615	)

Long-term notes receivable, net of allowance		$	6,229		$	6,744

Current maturities and interest, net of short-term allowance and long term notes receivable and interest, net of allowance, are reported as other current assets and other assets, respectively, in the accompanying consolidated balance sheets.

Affiliate Notes – These notes consist of $3.8 million of senior secured notes from Chileno Bay, a cost method investment, as of December 31, 2015. During 2015 we fully impaired other affiliate notes in the amount of $1.0 million. We did not accrue interest on affiliate notes in 2015, 2014 or 2013.

Allowance for Doubtful Notes – The allowance for doubtful notes is based upon historical loss trends and specific reviews of delinquent notes.

Note 13. Accrued Payroll and Benefits


(amounts in thousands)	2015		2014
Accrued payroll and commissions	$	11,196	$	22,565
Accrued management bonus		30,865		19,807
Accrued payroll taxes		13,864		10,050
Accrued Company match of employee 401(k) contributions		8,963		8,699
Accrued vacation		46,666		48,279
Current portion of unfunded pension liability		10,036		18,450
Other accrued benefits		18,031		16,706

	$	139,621	$	144,556

F-24

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 14. Accrued Expenses and Other Current Liabilities


(amounts in thousands)	2015		2014
Accrued sales and advertising rebates	$	69,300	$	70,224
Accrued expenses		37,015		48,098
Current portion of warranty liability ( Note 16 )		16,802		16,467
Accrued income taxes payable		12,806		16,814
Accrued claim costs relating to self-insurance programs		10,333		10,850
Current portion of deferred income		9,315		8,170
Current portion of restructuring accrual		6,192		4,589
Current liabilities of discontinued operations ( Note 3 )		2,532		3,907
Accrued interest payable		249		435
Current portion of deferred tax liability ( Note 19 )		—		2,853

	$	164,544	$	182,407

Note 15. Notes Payable


(amounts in thousands)	2015 Year-End Interest Rate			2015		2014		Maximum Credit Facilities
Variable rate industrial revenue bonds		0.20 - 0.47	%	$	385	$	565	$	—
Foreign credit facilities					—		5,750		—

				$	385	$	6,315	$	—

Variable rate industrial revenue bonds are payable in quarterly installments that include both principal and interest. These bonds are collateralized by letters of credit and the related manufacturing and distribution properties. The foreign credit facilities consist primarily of overdraft lines in Europe and Asia that are used for short-term borrowings. In 2015, the uncommitted overdraft European credit facilities in Europe were replaced by a EUR 39.0 million revolving credit facility as described in Note 17 – Long-Term Debt .

Notes payable are included in notes payable and current maturities of long-term debt in the accompanying consolidated balance sheets.

Note 16. Warranty Liability

An analysis of the warranty liability is as follows:


(amounts in thousands)	2015			2014			2013
Balance at beginning of period	$	45,843		$	46,064		$	46,536
Current period provision		16,838			17,162			14,376
Liabilities assumed due to acquisition		718			—			—
Experience adjustments		(2,668	)		(2,789	)		(1,122	)
Payments		(14,172	)		(13,515	)		(13,246	)
Currency translation		(1,668	)		(1,079	)		(480	)

Balance at end of period		44,891			45,843			46,064
Current portion		(16,802	)		(16,467	)		(16,810	)

Long-term portion	$	28,089		$	29,376		$	29,254

F-25

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The Company revised its rollforward of the warranty liability to correct an error in the presentation of expenses incurred, experience adjustments, and expenses paid in the same period.

This correction results in:

•

an increase to the “Current period provision” of $4.9 million, $6.8 million, and $6.7 million for 2015, 2014, and 2013, respectively;

•

an increase in “Experience adjustments” for 2015 of $2.9 million; and

•

an increase to “Payments” of $2.0 million, $6.8 million, and $6.7 million for 2015, 2014, and 2013, respectively.

These corrections were not material to the periods presented.

The most significant component of warranty liability is in the North America segment which totaled $42.5 million and $43.5 million at December 31, 2015 and 2014, respectively after discounting future estimated cash flows at rates between 0.76% and 4.75%. Without discounting, the liability would have been higher by approximately $3.0 million and $3.4 million at December 31, 2015 and 2014, respectively. The current and long-term portions of the warranty liability are included in accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying consolidated balance sheets.

Note 17. Long-Term Debt


(amounts in thousands)	December 31, 2015 Interest Rate			December 31, 2015			December 31, 2014
Revolving credit facilities		2.50	%	$	876		$	—
Term loan, net of original issue discount of $8,641		4.75 - 5.25	%		1,237,409			767,481
Mortgage notes		1.23	%		30,335			33,878
Installment notes		1.98 - 6.38	%		4,537			2,408
Installment notes for stock		3.00 - 8.00	%		5,034			8,184
Unamortized debt issuance costs					(18,256	)		(12,038	)

					1,259,935			799,913
Current maturities of long-term debt					(16,209	)		(11,371	)

				$	1,243,726		$	788,542

		Maturities by year:
		2016		$	16,209
		2017			14,741
		2018			15,695
		2019			15,812
		2020			14,637
		Thereafter			1,191,482

					1,268,576
		Original issue discount			(8,641	)

				$	1,259,935

In October 2014, we entered into new credit facilities consisting of a $775.0 million term loan (“Term Loan”) and a $300.0 million asset-based revolving credit facility (“Revolver”) (collectively, “Credit

F-26

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Facilities”). The lending structure of the Term Loan is through a syndication of lenders. The primary borrower of the Term Loan is Onex BP Finance, LP, a wholly owned subsidiary of Onex. The proceeds of the Term Loan have been, in turn, loaned to Onex BP Finance, LLC and ultimately to JWI in loans with identical principal amounts and identical repayment terms. The Term Loan is secured by substantially all of our assets, although the revolver has a first lien security interest in accounts receivable, inventory and the property, plant and equipment of three manufacturing plants (“Revolver Priority Collateral”). Onex BP Finance, LLC is a guarantor of the Term Loan. The Revolver is provided by a separate syndication of lenders. The primary borrowers of the Revolver are JWI and JELD-WEN of Canada, Ltd. The Revolver is secured by the Revolver Priority Collateral and a second lien security interest in JWI’s other assets.

The net proceeds from the Credit Facilities were primarily used to repay our former senior secured credit facility, redeem all of the outstanding senior secured notes that bore interest at 12.25% at a premium over face value of $28.2 million, and satisfy our obligation under the Suncadia guarantee (See Note 31 – Commitments and Contingencies ). In connection with the debt extinguishment, we expensed unamortized fees of $22.6 million related to the senior secured credit facility, as well as the $28.4 million in unamortized premium paid to the holders of the 12.25% senior secured notes and bank fees, as a loss on extinguishment of debt in the consolidated statement of operations. We incurred $15.4 million of debt issuance costs related to the new credit facilities, which is included in long-term debt in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facilities using the effective interest method.

On July 1, 2015, we amended our $775.0 million term loan credit facility and we received an additional $480.0 million in long-term borrowings. Proceeds from the incremental term loan debt were primarily used to pay distributions to our shareholders, with the balance used for acquisitions and general corporate purposes. We incurred $7.9 million of debt issuance costs related to the new credit facility, which is included as an offset to long-term debt in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facility using the effective interest method.

In January 2015, we entered into a new EUR 39.0 million committed revolving credit facility in Europe that matures in January of 2019. The revolving credit facility bears interest at the relevant interbank offered rate (“IBOR”) plus a margin of 2.50%. At December 31, 2015, we had $40.3 million available under this facility. The agreement requires that we maintain certain financial ratios, including an interest coverage ratio and a leverage ratio. The new revolving credit facility replaced uncommitted overdraft facilities included in the December 31, 2014 balances in notes payable (See Note 15 – Notes Payable) . We incurred $1.1 million of debt issuance costs related to the new credit facility, which is included as an offset to long-term debt in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facility using the effective interest method.

Our outstanding debt agreements as of December 31, 2015 consisted of the following:

Term Loan – The offering price of the original Term Loan was 99.00% of par. Borrowings under the Term Loan currently bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 4.25%. The Term Loan has no maintenance financial covenants and matures in 2021.

The offering price of the incremental term loan was 99.50% of par. Borrowings under the incremental term loan currently bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.75% (4.00% if reported net debt to EBITDA is greater than 4.00 to 1.00). The incremental term loan has no maintenance financial covenants and matures in 2022.

Revolver – Borrowings under the Revolver typically bear interest at LIBOR plus a margin that fluctuates from 1.50% to 2.00% depending availability under the facility. We must pay an annual commitment fee between 0.25% and 0.375% on the unused portion of the revolving commitment. At December 31, 2015, we

F-27

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

had $184.4 million available under this facility. The Revolver has no maintenance financial covenants unless we fail to meet certain liquidity metrics as defined in the Revolver agreement. The Revolver matures in 2019.

Senior Secured Credit Facility – Australia – In October 2015, JELD-WEN of Australia Pty. Ltd. (“JWA”) amended and extended its credit agreement to provide for a $20.0 million AUD commercial bill facility, a $5.0 million AUD overdraft line of credit, and a $6.0 million AUD interchangeable facility for guarantees/letters of credit. The credit agreement matures in June 2019. At December 31, 2015, there were no borrowings under this facility. Loans under the revolving portion of the credit facility bear interest at the Bank Bill Swap Bid rate (“BBSY”) plus a margin of 0.75%, and a commitment fee of 1.15% is also paid on the entire amount of the revolving credit facility. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00%, and a commitment fee of 1.15% is paid on the entire amount of the overdraft facility. At December 31, 2015, we had $14.6 million available under the commercial bill facility. The credit facility is secured by guarantees of the subsidiaries of JWA, fixed and floating charges on the assets of the JWA group, and mortgages on certain real properties owned by the JWA group. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio. The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits acquisitions without the bank’s consent.

Mortgage Note – This note is secured by land and buildings and has scheduled principal payments beginning in 2018 through 2037.

Installment Notes – These notes represent miscellaneous capitalized equipment lease obligations and a term loan secured by the related equipment with payments through 2020.

Installment Notes for Stock – These notes represent amounts due to former or retired employees for repurchases of JWH stock that are payable over 5 or 10 years depending on the amount with payments through 2020.

Collateral For Long-Term Debt – At December 31, 2015, substantially all our assets, excluding certain non-core assets, provide direct or indirect collateral for substantially all outstanding short-term and long-term debt.

The debt agreements contain customary restrictions on liens, indebtedness, acquisitions, and dividends. As of December 31, 2015 and 2014, we were in compliance with the terms of all facilities.

Because interest rates on certain debt agreements have variable interest rates, we have entered into interest rate swap agreements with financial institutions to manage the exposure to changes in interest rates. See Note 28 – Derivative Financial Instruments.

F-28

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 18. Deferred Credits and Other Liabilities

Included in deferred credits and other liabilities is the long-term portion of the following liabilities:


(amounts in thousands)	2015		2014
Warranty liability ( Note 16 )	$	28,089	$	29,376
Deferred tax liability ( Note 19 )		15,448		21,938
Workers’ compensation claims accrual		15,005		12,702
Uncertain tax positions ( Note 19 )		11,634		—
Other liabilities		7,699		7,810
Derivative liability LT		5,895		—
Over-market lease liabilities		4,433		5,762
Long-term liabilities of discontinued operations ( Note 3 )		2,493		5,345
Restructuring accrual		2,316		3,092
Deferred income		1,250		1,369

	$	94,262	$	87,394

The over-market lease liabilities relate to the Melton operations in the United Kingdom and the related market value lease payments are included in the minimum annual lease payments schedule. The non-cash impact to expense of the change in the lease liability for the discount factor is reported in other income (expense) in the consolidated statements of operations and totaled $0.5 million and $0.6 million in 2015 and 2014, respectively.

Note 19. Income Taxes

Income (loss) before taxes, equity earnings (loss) and discontinued operations was comprised of the following:


(amounts in thousands)	2015		2014			2013
Domestic income (loss)	$	24,146	$	(125,638	)	$	(127,231	)
Foreign income		61,809		66,305			54,176

	$	85,955	$	(59,333	)	$	(73,055	)

F-29

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Significant components of the provision for income taxes are as follows:


(amounts in thousands)	2015			2014			2013
Federal	$	(14,124	)	$	(4,210	)	$	(90	)
State		731			299			(76	)
Foreign		28,289			22,013			20,185

Current taxes		14,896			18,102			20,019

Federal		(3,508	)		(323	)		(30,603	)
State		(290	)		(32	)		(3,415	)
Foreign		(16,533	)		1,195			15,141

Deferred taxes		(20,331	)		840			(18,877	)

Income tax provision (benefit) for continuing operations	$	(5,435	)	$	18,942		$	1,142
Income tax (benefit) provision for discontinued operations		—			—			(208	)

Total provision (benefit) for income taxes	$	(5,435	)	$	18,942		$	934

Reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows:


	2015						2014						2013
(amounts in thousands)	Amount			%			Amount			%			Amount			%
Statutory rate	$	30,085			35.0		$	(20,767	)		35.0		$	(25,569	)		35.0
State income tax, net of federal benefit		284			0.3			(3,173	)		5.3			(4,465	)		6.1
Nontaxable income		—			—			(9,424	)		15.9			(5,932	)		8.1
Nondeductible expenses		6,064			7.1			11,499			(19.4	)		10,716			(14.7	)
Deferred benefit on acquisitions		(2,919	)		(3.4	)		—			—			—			—
Tax rate differences and credits		(6,527	)		(7.6	)		(13,109	)		22.1			(3,607	)		5.0
Uncertain tax positions		11,634			13.5			—			—			—			—
Foreign source dividends		5,193			6.0			1,528			(2.6	)		6,873			(9.4	)
Valuation allowance		(38,083	)		(44.3	)		48,091			(81.1	)		13,479			(18.4	)
IRS audit adjustments		(13,079	)		(15.2	)		(4,826	)		8.2			473			(0.7	)
Prior year correction		(2,094	)		(2.4	)		—			—			—			—
Other		4,007			4.7			9,123			(15.3	)		9,174			(12.6	)

Effective rate for continuing operations	$	(5,435	)		(6.3	)	$	18,942			(31.9	)	$	1,142			(1.6	)

Effective rate including discontinued operations	$	(5,435	)		(6.4	)	$	18,942			(28.3	)	$	934			(1.4	)

The company recorded a benefit of $13.1 million and $4.8 million in 2015 and 2014, respectively, as a result of favorable audit settlements in the U.S., which allowed the use of tax attributes which previously had a valuation allowance reserve. During 2015, the company recorded the out of period correction of an income tax payable account which resulted in a benefit of $2.1 million. This correction was not deemed to be material to the current or prior periods.

F-30

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Deferred income taxes are provided for the temporary differences between the financial reporting bases and tax bases of our assets, liabilities and operating loss carryforwards. Significant deferred tax assets and liabilities, included in other assets and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets are as follows:


(amounts in thousands)	2015			2014
Allowance for doubtful accounts and notes receivable	$	1,122		$	739
Employee benefits and compensation		70,895			75,046
Net operating loss and tax credit carryforwards		319,195			345,663
Deferred credits		10,523			5,239
Accrued liabilities and other		17,653			18,720

Gross deferred tax assets		419,388			445,407
Valuation allowance		(318,480	)		(361,470	)

Deferred tax assets		100,908			83,937

Depreciation and amortization		(88,439	)		(82,089	)
Investments and marketable securities		(3,225	)		(9,535	)
Inventory		(2,018	)		(7,701	)
Other		(976	)		4,938

Deferred tax liabilities		(94,658	)		(94,387	)

Net deferred tax asset (liability)	$	6,250		$	(10,450	)

Balance sheet presentation
Current asset	$	—		$	10,236
Long-term asset		21,698			4,105
Current liability		—			(2,853	)
Long-term liability		(15,448	)		(21,938	)

Net deferred tax asset (liability)	$	6,250		$	(10,450	)

As noted in Note 1 – Summary of Significant Accounting Policies , in 2015, we adopted ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes which requires all deferred tax liabilities and assets be classified as long-term on the accompanying consolidated balance sheets.

Impact of Divestitures and Acquisitions – As discussed in Note 2 – Acquisitions , we completed four acquisitions in fiscal 2015 that had an immaterial impact on our income tax assets and liabilities. In 2013 we disposed of our interest in our wholly-owned U.S. subsidiaries AmeriTitle, Inc., JELD-WEN 1031, Inc. and Escrow Data Processing Company. The transactions were treated as stock sales for tax purposes. Our provision for income taxes in 2013 reflected a reduction of net deferred tax liabilities of $2.9 million and a tax benefit of $1.7 million as a result of these divestitures.

Valuation Allowance – The realization of deferred tax assets is based on historical tax positions and estimates of future taxable income. We evaluate both the positive and negative evidence that we believe is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized.

Our valuation allowance was $318.5 million as of December 31, 2015, which represents a decrease of $43.0 million from at December 31, 2014 and was allocated to continuing operations. The decrease was primarily the result of (i) the release of $19.6 million of valuation allowances associated with net operating loss

F-31

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

carryforwards primarily for our foreign subsidiaries in France and Malaysia as we concluded that it was more likely than not that the deferred tax assets will be realized at December 31, 2015, (ii) the establishment of $4.2 million in valuation allowances for our Dooria foreign subsidiary in Norway, and (iii) the utilization of $24.3 million of deferred tax assets primarily in the U.S. and the United Kingdom during the year ended December 31, 2015 (which reduces the valuation allowance to the extent of the utilization of deferred tax assets). As a result, we now have a deferred tax asset in France of $16.1 million for which we have not provided a valuation allowance due to an indefinite carryforward period. We expect to utilize the deferred tax asset in France over a period of 25 years. Further, the dissolution of JELD-WEN Polska, Sp. z.o.o. and the merger of JELD-WEN of Europe, BV and JELD-WEN A/S, has resulted in the elimination of the deferred tax assets of these entities and the related valuation allowances. As of December 31, 2015, valuation allowances have primarily been provided on operating losses and basis differences of JELD-WEN of Canada, Ltd., JELD-WEN UK, Ltd., RJAC, Ltd., JELD-WEN Australia Pty, Ltd., Dooria Norge AS, and Dooria AS, as well as U.S. Federal and state deferred taxes exclusive of indefinite lived assets, in the amounts of $2.3 million, $41.4 million, $0.9 million, $6.2 million, $3.3 million, $0.9 million, $214.0 million and $49.2 million, respectively.

The remaining valuation allowances are provided for other subsidiary net operating losses and deferred tax assets, excluding indefinite lived assets, since their realization is dependent on the likelihood of these subsidiaries generating future taxable income. We expect to maintain the valuation allowances required in the locations for which we have currently provided.

The following is the activity in our valuation allowance for the year ended December 31, 2015, 2014 and 2013, respectively (in thousands):


(amounts in thousands)	2015			2014			2013
Balance at beginning of period	$	(361,470	)	$	(296,480	)	$	(277,810	)
Valuation allowances established		(4,381	)		(3,963	)		(18,066	)
Changes to existing valuation allowances		24,302			(71,412	)		(557	)
Release of valuation allowances		19,612			2,321			17
Currency translation		3,457			8,064			(64	)

Balance at end of period	$	(318,480	)	$	(361,470	)	$	(296,480	)

Valuation allowances included in discontinued operations were $7.8 million, $7.0 million and $8.1 million for the years ended December 31, 2015, 2014 and 2013, respectively and are excluded from the table above.

Loss Carryforwards – We reduced our income tax payments by utilizing net operating loss carryforwards of $123.8 million in 2015, $27.1 million in 2014 and $8.6 million in 2013. At December 31, 2015, our federal, state and foreign net operating loss carryforwards totaled $1,705.8 million, of which $205.0 million does not expire and the remainder expires as follows (amounts in thousands):


2016	$	5,113
2017		2,609
2018		3,913
2019		6,052
Thereafter		1,483,162

	$	1,500,849

We did not utilize capital loss carryforwards in 2015, 2014 or 2013. At December 31, 2015, our capital loss carryforwards totaled $24.6 million of which $21.7 million are foreign and do not expire, and $2.9 million are state carryforwards of which $2.9 million expires in 2016 and $0.1 million expires in 2025.

F-32

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Section 382 Net Operating Loss (“NOL”) Limitation – On October 3, 2011, we had a change in ownership pursuant to Section 382 of the Internal Revenue Code of 1986 as amended (“Code”). Under this provision of the Code, the utilization of any of our NOL carryforward, incurred prior to the date of ownership change, may be limited during any particular year. A Section 382 analysis completed in 2012 indicated no reason to believe the annual loss limitation would result in an expiration of our NOL carryforward. We believe this to be the case for 2015 as well. The 2012 acquisition of CM Holdings, Inc. (“CMI”) included a cumulative NOL of $28.0 million. This loss is subject to the same limitations but performed on a separate basis under Section 382. We have concluded the limitation under Section 382 will not prevent us from fully utilizing the CMI NOL. As part of the current year acquisitions, we acquired the historical net operating losses of the entities in the amounts of $24.7 million. We have concluded the limitation under Section 382 will not prevent us from fully utilizing these historical net operating losses.

Tax Credit Carryforwards – Our tax credit carryforwards expire as follows:


(amounts in thousands)	Expires 2035			Expires 2034			Expires 2033			Expires 2032			Expires 2031			Expires 2030			Expires 2029			Expires 2025			Expires 2024			Expires 2023			Expires Various
AMT	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(707	)
EZ Credit		—			—			—			—			—			—			(68	)		—			—			—			—
R & E credit		(595	)		(641	)		(656	)		(600	)		(586	)		(590	)		(552	)		—			—			—			—
Foreign tax credit		—			—			—			—			—			—			—			(5,413	)		(3,514	)		(6,030	)		(43,813	)
Credit for Employer SS and Medicare Taxes Paid		—			(16	)		(15	)		(14	)		(14	)		(13	)		(13	)		—			—			—			—
Work Opportunity & Welfare to Work Credit		(387	)		(1,524	)		(915	)		(322	)		(449	)		(179	)		(122	)		—			—			—			—

		$(982)		$	(2,181	)	$	(1,586	)	$	(936	)	$	(1,049	)	$	(782	)	$	(755	)	$	(5,413	)	$	(3,514	)	$	(6,030	)	$	(44,520	)

Earnings of Foreign Subsidiaries – We have not provided U.S. income or foreign withholding taxes on cumulative undistributed earnings of certain foreign subsidiaries of approximately $368.5 million. Our intention is to reinvest these earnings. Quantification of the potential deferred tax liability, if any, associated with indefinitely reinvested earnings is not practical.

Dual-Rate Jurisdiction – Estonia taxes the corporate profits of resident corporations at different rates depending upon whether the profits are distributed. The undistributed profits of resident corporations are exempt from taxation while any distributed profits are subject to a 20% corporate income tax rate. The liability for the tax on distributed profits is recorded as an income tax expense in the period in which we declare the dividend. This tax must be remitted to the local tax authorities by the tenth day of the month following the month of the dividend distribution. The amount of retained earnings at December 31, 2015 and 2014 which, if distributed, would be subject to this tax was $63.5 million and $63.9 million, respectively.

Tax Payments and Balances – We made tax payments of $9.1 million in 2015, $24.8 million in 2014 and $29.4 million in 2013 primarily for foreign liabilities. We received tax refunds of $15.5 million in 2015, $0.6 million in 2014 and $9.1 million in 2013 primarily related to U.S. federal tax. We recorded receivables for U.S. federal, foreign and state refunds of $6.9 million at December 31, 2015 and $8.4 million at December 31, 2014 which is included in other current assets on the accompanying consolidated balance sheets. We recorded payables for U.S. federal, foreign and state taxes of $12.8 million at December 31,

F-33

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

2015 and $16.8 million at December 31, 2014 which is included in accrued income taxes payable in the accompanying consolidated balance sheets.

Accounting for Uncertain Tax Positions – A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as follows:


(amounts in thousands)	2015		2014		2013
Balance at beginning of period	$	—	$	—	$	—
Increase for tax positions taken during the prior period		786		—		—
Increase for tax positions taken during the current period		10,848		—		—

Balance at end of period	$	11,634	$	—	$	—

As of December 31, 2014 and 2013, we had no unrecognized tax benefits. Interest and penalties related to uncertain tax positions are reported as a component of tax expense. There were no interest or penalties recorded for the periods ended December 31, 2015, 2014 and 2013 associated with uncertain tax positions. We operate in multiple foreign tax jurisdictions and are generally open to examination for tax years 2012 and forward.

The current year uncertain tax positions are due to changes in the manner in which we manage our manufacturing capacity and the distribution and sale of our products in Europe. The reorganization of our Europe segment was part of our review of our operations structure and management that began in 2014 and resulted in changes in taxable income for certain of our subsidiaries within that reportable segment. Effective January 1, 2015, our subsidiary JELD-WEN U.K. Limited (the “Managing Subsidiary”) entered into an agreement (the “Managing Agreement”) with several of our other subsidiaries in Europe (collectively, the “Operating Subsidiaries”). The Managing Agreement provides that the Managing Subsidiary will receive a fee from the Operating Subsidiaries in exchange for performing various management and decision-making services for the Operating Subsidiaries. As a result, the Managing Agreement shifts certain risks (and correlated benefits) from the Operating Subsidiaries to the Managing Subsidiary. In exchange, the Managing Subsidiary guarantees a specific return to each Operating Subsidiary on a before interest and taxes basis, commensurate with such Operating Subsidiary’s functions and risk profile. While there is no impact on the consolidate reporting of the Europe segment due to the Managing Agreement, there may be changes in taxable income of the Operating Subsidiaries. Therefore, we have reserved for a potential loss resulting from such uncertainty.

Note 20. Segment Information

We report our segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding allocation of resources in accordance with the ASC 280-10 - Segment Reporting . We have determined that we have three reportable segments, organized and managed principally by geographic region. Our reportable segments consist of North America, Europe, and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the three reportable segments include the nature of business activities, the management structure directly accountable to the chief operating decision maker (CODM) for operating and administrative activities, availability of discrete financial information and information presented to the CODM. Management reviews net revenues and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: loss (income) from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity (earnings) loss of non-consolidated entities; income tax (expense) benefit;

F-34

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

depreciation and intangible amortization; interest expense, net; impairment and restructuring charges; gain on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation income (loss); other noncash items; other items; and costs related to debt restructuring, debt refinancing, and the Onex investment, and which may in the future include payments made or charges incurred pursuant to the Tax Receivable Agreement.

The following tables set forth certain reportable segment information relating to our operations for the years ended December 31, 2015, 2014 and 2013:


(amounts in thousands)	North America			Europe			Australasia			Total Segments			Corporate and Unallocated Costs			Total Consolidated
2015:
Total net revenues	$	2,061,194		$	996,753		$	402,721		$	3,460,668		$	—		$	3,460,668
Elimination of intersegment net revenues		(45,479	)		(739	)		(33,390	)		(79,608	)		—			(79,608	)

Net revenues from external customers	$	2,015,715		$	996,014		$	369,331		$	3,381,060		$	—		$	3,381,060

Depreciation and amortization	$	61,165		$	25,296		$	5,697		$	92,158		$	3,038		$	95,196
Impairment and restructuring charges		7,113			13,089			317			20,519			823			21,342
Adjusted EBITDA		201,660			99,540			40,453			341,653			(30,667	)		310,986

Capital expenditures		35,721			25,572			14,049			75,342			2,345			77,687
Segment assets	$	1,057,056		$	725,604		$	257,496		$	2,040,156		$	142,217		$	2,182,373

2014:
Total net revenues	$	2,041,595		$	1,110,692		$	444,867		$	3,597,154		$	—		$	3,597,154
Elimination of intersegment net revenues		(51,974	)		(2,302	)		(35,672	)		(89,948	)		—			(89,948	)

Net revenues from external customers	$	1,989,621		$	1,108,390		$	409,195		$	3,507,206		$	—		$	3,507,206

Depreciation and amortization	$	58,268		$	30,365		$	7,219		$	95,852		$	4,174		$	100,026
Impairment and restructuring charges		22,392			4,080			1,156			27,628			10,760			38,388
Adjusted EBITDA		114,086			100,570			40,783			255,439			(25,590	)		229,849

Capital expenditures		26,463			31,123			11,088			68,674			2,172			70,846
Segment assets	$	1,035,303		$	773,765		$	260,813		$	2,069,881		$	114,178		$	2,184,059

2013:
Total net revenues	$	2,024,944		$	1,072,103		$	448,082		$	3,545,129		$	—		$	3,545,129
Elimination of intersegment net revenues		(50,487	)		(851	)		(37,252	)		(88,590	)		—			(88,590	)

Net revenues from external customers	$	1,974,457		$	1,071,252		$	410,830		$	3,456,539		$	—		$	3,456,539

Depreciation and amortization	$	62,225		$	30,883		$	6,539		$	99,647		$	5,003		$	104,650
Impairment and restructuring charges		15,463			23,523			48			39,034			2,970			42,004
Adjusted EBITDA		49,920			94,102			34,222			178,244			(25,034	)		153,210

Capital expenditures		46,385			16,924			20,407			83,716			1,973			85,689
Segment assets	$	1,105,418		$	846,789		$	268,736		$	2,220,943		$	69,954		$	2,290,897

F-35

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Reconciliations of pre-tax net income (loss) to Adjusted EBITDA for the years ended 2015, 2014 and 2013 are as follows:


(amounts in thousands)	2015			2014			2013
Income (loss) before taxes, equity earnings and discontinued operations	$	85,955		$	(59,333	)	$	(73,055	)
Depreciation and amortization		95,196			100,026			104,650
Interest expense, net		60,632			69,289			71,362
Impairment and restructuring charges ^(a)		31,031			38,645			44,413
Gain on sale of property and equipment		(416	)		(23	)		(3,039	)
Share-based compensation expense		15,620			7,968			5,665
Non-cash foreign exchange transaction/translation income (loss)		2,697			(528	)		(4,114	)
Other non-cash items ^(b)		1,141			2,334			(68	)
Other items ^(c)		18,893			20,278			7,284
Costs relating to debt restructuring, debt refinancing and the Onex Investment ^(d)		237			51,193			112

Adjusted EBITDA	$	310,986		$	229,849		$	153,210

(a)

Impairment and restructuring charges above include charges of $9,687, $257, and $2,409 relating to inventory or the manufacturing of our products that are included in cost of sales in the years ended December 31, 2015, 2014, and 2013, respectively, in the accompanying consolidated statements of operations.

(b)	Other non-cash items include, among other things, charges relating to inventory of $893, $2,496, and $0 in the years ended December 31, 2015, 2014, and 2013, respectively.

(c)

Other items not core to business activity include: (i) in the year ended December 31, 2015, (1) $11,446 payment to holders of vested options and restricted shares in connection with the July 2015 dividend, (2) $5,510 related to a United Kingdom legal settlement, (3) $1,825 in acquisition costs, (4) $1,833 of recruitment costs related to the recruitment of executive management employees, and (5) $1,082 of legal costs related to non-core property disposal, partially offset by (6) $5,678 of realized gain on foreign exchange hedges related to an intercompany loan; (ii) in the year ended December 31, 2014, (1) $5,000 legal settlement related to our ESOP plan, (2) $3,657 of legal costs associated with non-core property disposal, (3) $3,443 production ramp-down costs, (4) $2,769 of consulting fees in Europe, (5) $1,250 of pre-acquisition costs related to the acquisition of CraftMaster Manufacturing Inc., or “CMI”; and (iii) in the year ended December 31, 2013, (1) $2,869 of cash costs related to the delayed opening of our new Louisiana facility, (2) $774 of legal costs associated with non-core property disposal, (3) $582 related to the closure of our Marion, North Carolina facility, and (4) $458 of acquisition-related costs.

(d)	Included in the year ended December 31, 2014 is a loss on debt extinguishment of $51,036 associated with the refinancing of our 12.25% secured notes.

Net revenues by locality are as follows for the years ended December 31:


(amounts in thousands)	2015		2014		2013
Net revenues by location of external customer
Canada	$	234,017	$	320,790	$	299,619
U.S.		1,740,303		1,630,503		1,630,024
South America (including Mexico)		38,422		39,711		39,928
Europe		1,020,073		1,124,179		1,093,949
Australia		345,523		390,850		393,045
Africa and other		2,722		1,173		(26	)

Total	$	3,381,060	$	3,507,206	$	3,456,539

F-36

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment used in continuing operations is as follows for the years ended December 31:


(amounts in thousands)	2015		2014		2013

North America:
United States	$	418,795	$	447,073	$	472,979
Other		24,500		30,914		35,658

		443,295		477,987		508,637

Europe		164,419		174,597		195,916

Australasia:
Australia		81,992		80,490		84,759
Other		8,543		9,514		8,829

		90,535		90,004		93,588

Corporate:
United States		22,594		12,541		16,212

		22,594		12,541		16,212

Total property and equipment, net	$	720,843	$	755,129	$	814,353

Note 21. Convertible Preferred Shares

We have the authority to issue up to 8,750,000 shares of preferred stock, of which 8,749,999 are designated as Series A Convertible Preferred Stock (“Series A Stock”) and one share is designated as Series B Preferred Stock (“Series B Stock”). At December 31, 2015 and December 31, 2014, we had 3,974,525 Series A Shares and one Series B Share issued and outstanding. The single share of Series B Stock was issued to Onex Partners for $1,000 in September 2013.

The rights, powers, privileges and restrictions granted to and imposed on the preferred stock were as follows:

Liquidation or Sale Preference – In the event of liquidation or sale of the Company, the proceeds will first be distributed to the holder of the Series B Stock ($1,000), then to the holders of Series A Stock in an amount per share equal to the Equity Constant, then to holders of common stock in an amount per share equal to the Equity Constant, with any remainder to holders of common stock and Series A Stock on an as-converted to common stock basis. Due to the conversion of the balance of the Onex bridge loan to Series A Preferred Stock in 2013, we amended our articles of incorporation to change the Equity Constant to be $206.72 which applies to all conversions of accrued and unpaid Series A Stock dividends, except that the Series A Stock unpaid dividends that accrued prior to April 30, 2013, the date the Onex bridge loan matured, as compounded, will be converted using the original Equity Constant of $239.51.

Dividend – The Series A Stock has a preferred annual dividend of 10% per annum on the Equity Constant, with the Equity Constant being $239.51 for dividends accruing prior to April 30, 2013. The cumulative dividends accrue continually and compound annually at the rate of 10% whether or not they have been declared and whether or not there are funds available for the payment. Preferred dividends are payable only when declared by the Board of Directors, or as discussed above under “Liquidation or Sale Preference.” The

F-37

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

holders of the 3,974,525 shares of Series A Stock (5,245,494 as-converted common shares) received $272.8 million through participation in the $52.00 per share of Common Stock distribution (see Note 22 – Equity ). The Board of Directors authorized an additional distribution of $62.4 million to holders of Series A Stock representing dividends accruing between January 1, 2015 and July 31, 2015. Total distributions for holders of our Series A Stock were $335.2 million, were paid on or about July 31, 2015, and were recorded as reductions to the carrying value of the Series A Stock. Cumulative undeclared and unpaid preferred stock dividends totaled $325.0 million as of December 31, 2015 and $278.7 million as of December 31, 2014.

Voting – The holders of Series A Stock are entitled to cast a number of votes equal to the number of shares of common stock into which such shares of Series A Stock could be converted on the record date of the vote. Series A Stockholders will vote with holders of common stock as a single class upon all matters other than the election and removal of Company Directors. The holders of Series A Stock, voting as a separate class shall have the exclusive power to elect and remove Series A Stock Directors which represent four of the eleven total Company Directors. The holder of the single share of Series B Stock has exclusive power to elect and remove two Directors (“Series B Directors”). No other voting rights are granted.

Conversion Rights – Each share of Series A Stock shall be convertible at the option of the holder into a number of shares of common stock equal to the sum of one and the quotient of the Series A Stock unpaid dividends divided by the Equity Constant applicable to such accrued and unpaid dividends. If at any time after the fifth anniversary of the Series A Stock initial issuance date, the Company effects an initial public offering of its common stock, then all outstanding shares of Series A Stock shall be converted into shares of common stock at the conversion rate at such time. An initial public offering would also have to satisfy certain criteria as set forth in the Amended and Restated Articles of Incorporation.

Redemption Option – We have the option to redeem Series A Stock at any time after the sixth anniversary of the Series A Stock initial issuance date in the event that (i) we have effected a qualified public offering by no later than the fifth anniversary of the Series A Stock initial issuance date and (ii) the common stock is actively traded on an approved securities exchange with a public float of no less than $300.0 million. In the event that a public offering has not been effected, at any time after the eighth anniversary of the Series A Stock initial issuance date, we may elect to redeem all outstanding shares of the Series A Stock. The redemption price is equal to an amount, including any payment of cash dividends that results in a 25% per annum return, compounded annually, on the initial investment in Series A Stock.

Note 22. Equity

Common Stock – We have the authority to issue 22,810,000 shares of common stock (the “Total Common Stock”) of which 22,379,800 shares are designated common stock and 430,200 shares are designated as Class B-1 Common Stock. Each share of Total Common Stock (whether common stock or Class B-1 Common Stock) has the same rights, privileges, interest and attributes and is subject to the same limitations as every other share of Total Common Stock treating the Class B-1 Common Stock on an as-converted basis. Each share of Class B-1 Common Stock is convertible at the option of the holder into shares of common stock at the same ratio on the date of conversion as the first share of Series A Stock issued by the Company.

F-38

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Common stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. A summary of activity in the number of shares outstanding is as follows:


	Common			B-1 Common
December 31, 2015
Beginning shares outstanding		1,796,119			210
Shares issued		13,121			6,071
Shares converted		135			(95	)
Shares repurchased – ESOP		(41,810	)		—
Shares repurchased – other		(146,725	)		—

Ending shares outstanding		1,620,840			6,186

December 31, 2014
Beginning shares outstanding		1,891,028			210
Shares issued		—			—
Shares repurchased – ESOP		(62,406	)		—
Shares repurchased – other		(32,503	)		—

Ending shares outstanding		1,796,119			210

Shares outstanding exclude shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 17,631 shares at both December 31, 2015 and December 31, 2014. We use the specific identification method to account for repurchased shares and charge to retained earnings any excess of the purchase price over the original issuance price, unless there is an accumulated deficit in the preceding period, in which case the entire amount of the repurchases is charged to common stock. Shares are immediately retired upon repurchase.

On January 30, 2015, our Board of Directors approved a self-tender offer to purchase up to $40.0 million worth of common stock at a price of $220.00 per share. The tender offer was initiated on January 30, 2015, and on March 6, 2015, we repurchased our common stock for $32.3 million.

On July 28, 2015, our Board of Directors authorized a distribution of $52.00 per share of common stock in which the Series A Stock and Class B-1 Common Stock would participate on an as-converted basis. The record date for the distribution was June 30, 2015 and totaled $84.9 million for holders of our common stock and Class B-1 Common Stock. We applied distributions totaling $14.4 million against principal and accrued interest on outstanding employee and director notes. Participating in the distribution were 1,608,893 common shares and 4,789 B-1 common shares (7,112 as-converted common shares). The distributions were paid on or about July 31, 2015.

In October of 2015, we issued 7,680 shares of common stock valued at $2.0 million as part of the consideration paid for the purchase of certain assets and liabilities of LaCantina (See Note 2 – Acquisitions ).

Note 23. Earnings (Loss) Per Share

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common share equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, Series A Stock, Common Stock Options,

F-39

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Class B-1 Common Stock Options, and unvested Common Restricted Stock Units are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore, basic and diluted net loss per share were the same for all periods presented.

The basic and diluted earnings per share calculations for the years ended December 31, 2015, 2014 and 2013 are presented below (in thousands, except share and per share amounts).


	2015			2014			2013
Income (loss) from continuing operations	$	91,390		$	(78,275	)	$	(74,197	)
Equity earnings (loss) of non-consolidated entities		2,384			(447	)		943

Income (loss) from continuing operations and equity earnings (loss) of non-consolidated entities		93,774			(78,722	)		(73,254	)
Undeclared Series A Convertible Preferred Stock dividends		(46,234	)		(100,034	)		(88,799	)
Series A Convertible Preferred Stock dividends paid		(62,418	)		—			—
Distributions on Series A Convertible Preferred Stock		(272,766	)		—			—

Loss attributable to common shareholders from continuing operations		(287,644	)		(178,756	)		(162,053	)

Loss from discontinued operations, net of tax		(2,856	)		(5,387	)		(5,863	)
Gain on sale of discontinued operations, net of tax		—			—			10,711

(Loss) income from discontinued operations, net of tax		(2,856	)		(5,387	)		4,848

Net loss attributable to common shareholders	$	(290,500	)	$	(184,143	)	$	(157,205	)

Weighted average outstanding shares of common stock basic and diluted		1,663,273			1,858,187			1,919,445
Basic and diluted loss per share
Loss from continuing operations	$	(172.97	)	$	(96.21	)	$	(84.45	)
(Loss) income from discontinued operations		(1.71	)		(2.90	)		2.53

Net loss	$	(174.68	)	$	(99.11	)	$	(81.92	)

Class B-1 Common Stock is considered a participating security as defined by ASC 260. However, because the effect of utilizing the two-class method to allocate earnings to the approximately 5,623, 278 and 129 weighted average shares of Class B-1 Common Stock outstanding on an as-converted basis for the years ended December 31, 2015, 2014 and 2013, respectively has an immaterial effect on the loss per share, we have elected to forgo the two-class method and separate presentation of loss per share for each participating class of common stock.

The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive:


	2015		2014		2013
Series A Convertible Preferred Stock		3,974,525		3,974,525		3,974,525
Common Stock Options		171,998		173,048		142,340
Class B-1 Common Stock Options		308,738		284,848		213,350

F-40

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

In addition, unvested restricted stock units of 34,403, 14,376, and 0 as of December 31, 2015, 2014, and 2013, respectively, have not been included as the vesting conditions have not been satisfied as of the respective period end.

Note 24. Stock Compensation

In December 2011, we adopted a stock incentive plan for the benefit of our employees, affiliate employees and key non-employees. In 2014, the plan was amended and allows us to offer common options, B-1 common options and common restricted stock units (RSUs). Under the amended plan, we can award up to an aggregate of 251,000 common shares and 430,200 B-1 common shares. The stock incentive plan provides for accelerated vesting of awards upon the occurrence of certain events.

Share-based compensation expense included in selling, general and administrative expenses totaled $27.4 million in 2015, $8.8 million in 2014 and $5.7 million in 2013. There were no material related tax benefits for the years 2015, 2014 and 2013. As of December 31, 2015, there were $38.6 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 2.5 years.

During the third quarter of 2015, we recorded $11.4 million of share-based compensation associated with payments to participants of our stock incentive plan. These payments consisted of $52.00 per vested common option and $77.22 per vested B-1 common option and $52.00 per restricted stock unit. In addition, we modified the terms of unvested options, reducing the exercise prices by $52.00 and $77.22 for common and B-1 common options respectively resulting in additional share-based compensation expense of $3.6 million in 2015. The weighted average exercise price at September 26, 2015 was $156.60 after the modification. Key assumptions used in valuing the option modification were as follows:


Expected volatility range			36.02% to 51.19%
Expected preferred stock dividend rate			10.0%
Weighted average term (in years)			1.60 to 5.72
Risk free rate			0.54% to 1.75%

Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a 2 to 5 year period, have an exercise term of 10 years and any vested options must be exercised within 90 days of the employee leaving the Company. The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards. The graded-vesting method provides for vesting of portions of the overall awards at interim dates and results in greater vesting in earlier years than the straight-line method.

On September 30 of each year, or as events warrant, we calculate the fair value of common and B-1 common options using multiple Black-Scholes option valuation models and use this estimated fair value for options issued in the succeeding twelve months. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates.

Key assumptions used in the valuation models were as follows:


	2015	2014	2013
Expected volatility	36.0 - 58.3%	54.0 - 62.6%	55.7%
Expected preferred stock dividend rate	10.0%	10.0%	10.0%
Weighted average term (in years)	1.6 - 6.2	2.0 - 7.3	2.0 - 8.3
Weighted average grant date fair value	$263.32	$108.92	$90.13
Risk free Rate	0.54 - 1.84%	0.33 - 1.77%	0.33%

F-41

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The following table represents stock option activity from January 1, 2013 to December 31, 2015:


	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contract Term in Years
Outstanding at January 1, 2013		323,210		$	240.67		8.8
Granted		84,499			257.27
Exercised		(1,638	)		239.51
Forfeited		(50,381	)		240.68

Balance at December 31, 2013		355,690		$	245.53		8.3
Granted		265,131			211.14
Forfeited		(162,925	)		242.71

Balance at December 31, 2014		457,896		$	226.62		8.4
Granted		98,950			325.56
Exercised		(8,697	)		235.54
Forfeited		(67,413	)		224.04

Balance at December 31, 2015		480,736		$	209.70		7.9

Exercisable at December 31, 2015		176,879		$	220.58		6.7

RSUs – RSUs are subject to the continued employment of the recipient through the vesting date, which is generally 30 to 48 months from issuance. Once vested, the recipient will receive one share of common stock for each restricted stock unit. The grant-day fair value per share used for RSUs was determined using the aggregate value of our common equity, as determined by a third-party valuation firm, as of the most recent calendar quarter-end and applying a 20% discount based upon reflecting the differential economic rights and preferences of the Preferred or the ESOP common shares relative to the common shares, with that amount rounded down to the nearest whole percent. We apply this grant-day fair value per share to the total number of shares that we anticipate will fully vest and amortize the fair value to compensation expense over the vesting period using the straight-line method.


	Shares			Weighted Average Grant-Day Fair Value Per Share
Outstanding January 1, 2015		14,376		$	159.35
Granted		22,440			258.36
Vested		(2,125	)		159.35
Forfeited		(288	)		260.41

Balance at December 31, 2015		34,403		$	223.09

Note 25. Impairment and Restructuring Charges of Continuing Operations

Closure costs and impairment charges for operations not qualifying as discontinued operations are classified as impairment and restructuring charges in our consolidated statements of operations. We review our operations to identify those not meeting our minimum profitability or return on investment levels. Upon identifying such a location we performed a strategic evaluation and a decision was made to fix, close or sell the operation.

F-42

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

In 2015, we recorded $13.4 million of impairment and restructuring charges in Europe, including $11.4 million related to the restructuring of our French operations. In addition, we recorded charges of $2.0 million related to consolidation of our fiber door skin designs. We also fully impaired an equity investment and related notes receivable totaling $1.5 million. The remaining costs of $4.4 million are mainly related to personnel restructuring.

In 2014, we recorded $7.1 million of impairment charges primarily related to facility closures, excess real estate and manufacturing process changes. We also recorded $13.7 million of severance costs related primarily to executive and other administrative management restructuring and $8.6 million for one-time payments related to the restructuring of our management incentive plan, which was revised to decrease the number of participants. In addition, we recorded restructuring charges of $3.3 million for lease termination and other costs related to the relocation and downsizing of our aviation department, $2.0 million for process reengineering and $3.6 million of other charges.

In 2013, we recorded restructuring charges related to our former door manufacturing subsidiary in Spain of $15.5 million, including $12.5 million for settlement of a lawsuit seeking redundancy payments for employees. We also recorded $4.6 million in charges related to the closure of our fiber door skin manufacturing plant in North Carolina. Other charges in 2013 include $9.7 million for closure costs of several other facilities and employee restructuring activities, $8.3 million of impairments on miscellaneous properties, investments and other assets, and $3.9 million of other charges.

The table below summarizes the amounts included in impairment and restructuring charges in the accompanying consolidated statements of operations:


(amounts in thousands)	2015		2014		2013
Closed operations	$	677	$	3,229	$	6,788
Continuing operations		3,591		3,914		5,415

Total impairments		4,268		7,143		12,203
Restructuring charges, net of fair value adjustment gains		17,074		31,245		29,801

Total impairment and restructuring charges	$	21,342	$	38,388	$	42,004

F-43

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Short-term restructuring accruals are recorded in accrued expenses and totaled $6.2 million and $4.6 million as of December 31, 2015 and 2014, respectively (See Note 14 – Accrued Expenses ). Long-term restructuring accruals are recorded in deferred credits and other liabilities and totaled $2.3 million and $3.1 million as of December 31, 2015 and 2014, respectively. Following is a summary of the restructuring accruals recorded and charges incurred.


(amounts in thousands)	Beginning Accrual Balance		Additions Charged to Expense			Payments or Utilization			Ending Accrual Balance
2015
Severance and sales restructuring costs	$	7,307	$	10,493		$	(12,376	)	$	5,424
Disposal of property and equipment		—		64			(64	)		—
Other		373		6,517			(3,807	)		3,083

	$	7,680	$	17,074		$	(16,247	)	$	8,507

2014
Severance and sales restructuring costs	$	1,062	$	22,340		$	(16,095	)	$	7,307
Assets held for sale		—		364			(364	)		—
Marketing agreement termination		10,000		—			(10,000	)		—
Other		2,300		8,541			(10,468	)		373

	$	13,362	$	31,245		$	(36,927	)	$	7,680

2013
Severance and sales restructuring costs	$	2,833	$	8,335		$	(10,106	)	$	1,062
Disposal of property and equipment		—		(452	)		452			—
Assets held for sale		—		(846	)		846			—
Marketing agreement termination		20,000		—			(10,000	)		10,000
Legal settlement in Spain		—		12,481			(12,481	)		—
Other		—		10,283			(7,983	)		2,300

	$	22,833	$	29,801		$	(39,272	)	$	13,362

Note 26. Interest Expense

Interest expense is net of capitalized interest. Capitalized interest incurred during the construction phase of significant property additions totaled $0.8 million in 2015, $0.9 million in 2014 and $2.2 million in 2013. We made interest payments of $57.0 million in 2015, $74.7 million in 2014 and $65.3 million in 2013. Interest expense also includes debt issuance costs that are amortized using the effective interest method. We allocated interest expense to discontinued operations of $0.8 million in 2015, $0.7 million in 2014 and $2.6 million in 2013.

Note 27. Other Income (Expense)

Other income (expense) for the years ended December 31, 2015, 2014, and 2013 was as follows:


(amounts in thousands)	2015			2014			2013
Foreign currency gains (losses)	$	9,254		$	(1,142	)	$	5,237
Rent and finance income		2,174			2,361			1,929
Accretion expense of over market leases		(572	)		(625	)		(602	)
Gain (loss) on sale of property and equipment		487			(342	)		3,976
Legal settlement		2,421			497			1,024
Other items		356			(234	)		759

	$	14,120		$	515		$	12,323

F-44

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 28. Derivative Financial Instruments

All derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in consolidated other comprehensive income (loss), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in the consolidated statements of operations. Changes in the fair value of a derivative that do not meet the criteria for designation as a fair value or cash flow hedge at inception, or fail to meet the criteria thereafter, are also recognized in the consolidated statements of operations.

Foreign currency derivatives – We are exposed to the impact of foreign currency fluctuations in certain countries in which we operate. In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To the extent borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the operating unit, we are exposed to currency risk. In order to mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars and cross-currency swaps. We use foreign currency derivative contracts, with a total notional amount of $61.1 million, in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We use foreign currency derivative contracts, with a total notional amount of $33.3 million, to hedge the effects of translation gains and losses on intercompany loans and interest. We also use foreign currency derivative contracts, with a total notional amount of $152.8 million, to mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars. We do not use derivative financial instruments for trading or speculative purposes. Hedge accounting was not elected for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other income (expense). We recorded mark-to-market gains of $0.9 million, $5.9 million and $0.8 million in the years ended December 31, 2015, 2014 and 2013, respectively.

Interest rate swap derivatives – We are exposed to interest rate market risk in connection with our variable rate long-term debt. During the fourth quarter of 2014, we entered into interest rate swap agreements to manage this risk. The interest rate swaps mature in September 2019 and are forward-starting, with half of the $546.0 million aggregate notional amount having become effective in September 2015 and the other half becoming effective in September 2016. On July 1, 2015, we amended our $775.0 million term loan credit facility and we received an additional $480.0 million in long-term borrowings. In conjunction with the issuance of the incremental term loan debt, we entered into additional interest rate swap agreements to manage our increased exposure to the interest rate market risk associated with variable rate long-term debt. The additional interest rate swaps mature in September 2019 and are forward-starting, with half of the $426.0 million aggregate notional amount becoming effective in June 2016 and the other half becoming effective in December 2016.

F-45

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The interest rate swap agreements are designated as cash flow hedges and will effectively change the LIBOR portion of the interest rate (or “base rate”) on a portion of the aggregate debt outstanding under our term loan credit facility at the fixed rates below:


Period	Notional (000s)		Fixed Rate
September 2015 – September 2019	$	273,000		1.997	%
September 2016 – September 2019	$	273,000		2.353	%
June 2016 – September 2019	$	213,000		2.126	%
December 2016 – September 2019	$	213,000		2.281	%

The entire pre-tax marked-to-market loss of $10.2 million relating to these interest rate contracts was recorded in consolidated other comprehensive income (loss) at December 31, 2015 as no portion was deemed ineffective. We recorded $0.7 million of interest expense deriving from the interest rate swaps that became effective in the year ended December 31, 2015.

The agreements with our counterparties contain a provision where we could be declared in default on our derivative obligations if we either default or, in certain cases, are capable of being declared in default of any of our indebtedness greater than specified thresholds. These agreements also contain a provision where we could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weaker.

The fair values of derivative instruments held as of December 31, 2015 and 2014 are as follows:


	Asset derivatives
(amounts in thousands)	B/S Location		2015 Fair Value		2014 Fair Value
Derivatives designated as hedging instruments
Interest rate contracts		other assets	$	—	$	951

Derivatives not designated as hedging instruments
Foreign currency forward contracts		other current assets	$	6,957	$	5,695
		other assets	$	—	$	22

	Liability derivatives
	B/S Location		2015 Fair Value		2014 Fair Value
Derivatives designated as hedging instruments
Interest rate contracts		accrued expenses	$	4,353	$	—
		deferred credits and other liabilities	$	5,895	$	—

Derivatives not designated as hedging instruments
Foreign currency forward contracts		accrued expenses	$	381	$	219

Note 29. Fair Value Measurements

We record financial assets and liabilities at fair value based on FASB guidance related to Fair Value Measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

F-46

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

A valuation hierarchy consisting of three levels was established based on observable and non-observable inputs. The three levels of inputs are:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-driven valuations whose significant inputs are observable or whose significant value drivers are observable.

Level 3 – Significant inputs to the valuation model that are unobservable.

For the years ended December 31, 2015 and December 31, 2014, the primary financial instruments measured at fair value on a recurring basis are presented below:


	2015
(amounts in thousands)	Level 1		Level 2			Level 3		Total Fair Value
Cash equivalents	$	—	$	8,152		$	—	$	8,152
Derivative assets, recorded in other current assets		—		6,957			—		6,957
Derivative liabilities, recorded in accrued expenses		—		(10,629	)		—		(10,629	)
Pension plan assets:									—
Cash and short-term investments		—		11,517			—		11,517
U.S. Government and agency obligations		26,270		—			—		26,270
Corporate and foreign bonds		—		85,274			—		85,274
Asset-backed securities		—		3,989			—		3,989
Equity securities		174,840		—			—		174,840
Mutual funds		—		4,345			—		4,345

Total	$	201,110	$	109,605		$	—	$	310,715


	2014
(amounts in thousands)	Level 1		Level 2			Level 3		Total Fair Value
Cash equivalents	$	—	$	7,767		$	—	$	7,767
Derivative assets, recorded in other current assets		—		6,668			—		6,668
Derivative liabilities, recorded in accrued expenses		—		(219	)		—		(219	)
Pension plan assets:
Cash and short-term investments		—		8,174			—		8,174
U.S. Government and agency obligations		31,238		—			—		31,238
Corporate and foreign bonds		—		86,565			—		86,565
Asset-backed securities		—		2,571			—		2,571
Equity securities		179,790		—			—		179,790
Mutual funds		—		6,346			—		6,346

Total	$	211,028	$	117,872		$	—	$	328,900

F-47

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Derivative assets and liabilities reported in level 2 include foreign currency contracts and interest rate swaps. The fair values of the foreign currency contracts were determined using counterparty quotes based on prevailing market data and derived from their internal, proprietary model-driven valuation techniques. The fair values of the interest rate swaps are based on models using observable inputs such as relevant published interest rates. The pension plan assets consist of cash and short-term investments, corporate and foreign bonds, asset-backed securities and mutual funds which are valued by third parties who make comparison to similar assets or use quotes for the same assets in inactive markets and are included in level 2. The valuation methodologies for pension plan government bonds and equity securities are quoted prices and are included in level 1.

Our non-financial assets and liabilities that are measured at fair value on a non-recurring basis are presented below:


(amounts in thousands)	2015
	Level 1		Level 2		Level 3		Fair Value		Total Losses
Closed operations	$	—	$	—	$	747	$	747	$	497
Continuing operations		—		—		443		443		21

Total	$	—	$	—	$	1,190	$	1,190	$	518


(amounts in thousands)	2014
	Level 1		Level 2		Level 3		Fair Value		Total Losses
Continuing operations	$	—	$	—	$	1,509	$	1,509	$	(3,914	)

Total	$	—	$	—	$	1,509	$	1,509	$	(3,914	)

The valuation methodologies for the level 3 items are based primarily on internal cash flow projections.

Note 30. Fair Value of Financial Instruments

As part of our normal business activities we invest in financial assets and incur financial liabilities. Our recorded financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, notes payable and fair value of derivative instruments. The fair values of these financial instruments approximate their recorded values in 2015 and 2014 due to their short-term nature, variable interest rates and mark to market accounting for derivative contracts. The fair values of fixed rate long-term receivables and debt were evaluated using a discounted cash flow analysis and using market interest rates. The fair value of long-term receivables and long-term fixed rate debt approximated carrying values at both December 31, 2015 and 2014.

Note 31. Commitments and Contingencies

Litigation – We are involved in various legal proceedings encountered in the normal course of business and accrue for loss amounts on legal matters when it is probable a liability has been incurred and an amount can be reasonably estimated. Legal judgments and estimated settlements have been included in accrued expenses in the accompanying consolidated balance sheets.

Except as noted in the legal cases described below, as of December 31, 2015, there are no current proceedings or litigation matters involving the Company or its property that we believe could have a material adverse impact on our business, financial condition, results of operations or cash flows.

F-48

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

United Kingdom (UK) – In the fourth quarter of 2012, a UK court issued an order authorizing the “re-opening” of a liquidation proceeding of a former subsidiary. As part of these proceedings and pursuant to this order, we repaid an alleged preference payment of £0.4 million ($0.6 million). The creditor also filed a lawsuit in U.S. District Court (Oregon), and included a JELD-WEN director in that suit, seeking to assess liability to the Company for any and all losses incurred as a result of the leasehold obligations which were disclaimed by the former subsidiary in the prior liquidation proceeding. The amount demanded by the creditor in the U.S. District Court action was $50.0 million. In April 2015, we reached agreement with applicable parties resulting in our recording a $17.3 million liability to the plaintiff in other accrued expenses and $11.5 million in accounts receivable from the insurance carriers and the other third party in March 2015. In June 2015, we paid $5.8 million in cash to fully settle the lawsuits in the UK and U.S. District Court.

ESOP – The JELD-WEN ESOP Plan, Administrative Committee, and individual trustees have been sued by three separate groups of former employees and members of the ESOP for alleged violations relating to the management and distribution of the ESOP funds. These matters have been pled as class actions and none of the cases have been certified. While defendants have denied these allegations, these matters have been tendered to the relevant carriers of our directors and officers insurance. In January 2015, we executed settlement agreements with applicable parties resulting in our recording $5.0 million in settlement expense in December 2014. Pursuant to the agreements, we accrued a $15.7 million liability to the plaintiffs in other accrued expenses and a $10.7 million insurance receivable in accounts receivable. In June 2015 we paid all settlement funds into an escrow account. On October 19, 2015, the court provided final approval of the settlement in all respects. The funds are expected to be distributed to claimants in 2016.

Suncadia – Prior to June 2011, we held a 66% ownership interest in Suncadia, which was our single largest real estate development project. A 30% equity interest was held by Pacific Realty Associates, L.P. and a 4% equity interest was held by Lowe Enterprises, Inc.

In December 2009, we amended our 2008 federal income tax return to claim a worthlessness deduction in the amount of $224.0 million associated with our tax basis in Suncadia and received a refund of approximately $64.0 million. The IRS challenged the timing of the worthlessness claim arguing the deduction should not be available until 2011. In April 2013, the IRS issued a notice of deficiency for the full amount of the worthlessness deduction claimed. We contested the IRS’s determination and filed a petition with the U.S. Tax Court requesting the matter be docketed for trial. On July 10, 2015, we reached a settlement on this matter with the IRS which sustained our original refund position of $64.0 million and resulted in an incremental refund including interest of $15.5 million which was received in October 2015.

Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $3.0 million and $250.0 million for domestic product liability risk and exposures between $0.5 million and $250.0 million for auto, general liability, personal injury and workers’ compensation. We have no stop gap coverage on claims covered by our self-insured domestic employee medical plan and are responsible for all claims thereunder. We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience. Actual self-insurance losses may vary significantly from estimates. Our accrued liability for self-insured risks was $70.2 million at December 31, 2015 and $69.3 million at December 31, 2014.

Indemnifications – At December 31, 2015, we had commitments related to certain representations made on contracts for the purchase or sale of businesses or property. These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded

F-49

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

liabilities, warranty matters, employment benefit plans, income tax matters or environmental exposures. These guarantees or indemnification responsibilities typically expire within one to three years. We are not aware of any material amounts claimed or expected to be claimed under these indemnities. From time to time and in limited geographic areas we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying consolidated balance sheets.

Performance Bonds and Letters of Credit – At times, we are required to provide letters of credit, surety bonds or guarantees to customers, vendors and others. Letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers and future funding commitments. The outstanding performance bonds and letters of credit were as follows:


(amounts in thousands)	2015		2014
Discontinued operations	$	205	$	225
Self-insurance workers’ compensation		16,426		19,483
Liability and other insurance		18,064		18,125
Legal appeals		—		4,661
Environmental		13,917		13,817
Other		10,279		10,215

	$	58,891	$	66,526

Prior period balances in the table above have been reclassified to conform to current period presentation.

Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and present laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses in the accompanying consolidated balance sheets and totaled $0.7 million at December 31, 2015 and $1.1 million at December 31, 2014. Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $0.1 million at both December 31, 2015 and 2014.

Everett, Washington WADOE Action – In 2008, we entered into an Agreed Order with the Washington Department of Ecology (WADOE) to assess historic environmental contamination at our former manufacturing site in Everett, Washington. As part of this order, we also agreed to develop a Cleanup Action Plan (CAP) identifying remediation options and the feasibility thereof. We are currently working with WADOE to finalize our assessment and draft CAP (expected late 2015). We estimate the remaining cost to complete our assessment and develop the CAP at $0.5 million which we have fully accrued. We are working with insurance carriers who provided coverage to a previous owner and operator of the site, and at this time we cannot reasonably estimate the cost associated with any remedial action we would be required to undertake and have not provided for any remedial action in our accompanying consolidated financial statements. Should extensive remedial action ultimately be required, and if those costs are not found to be covered by insurance, the cost of remediation could have a material adverse effect on our results of operations and cash flows.

F-50

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Everett, Washington NRD Action – In November 2014, we received a letter from the Natural Resource Damage Trustee Council (NRD), a Federal Agency, regarding a potential multi-party settlement of an impending damage claim related to historic environmental contamination on a site we sold in December 2013. In September 2015 we entered into a settlement agreement where we will pay $1.2 million to settle the claim. Of the $1.2 million, the prior insurance carrier of the site has agreed to fund $1.0 million of the settlement. All amounts related the settlement are fully accrued and we do not expect to incur any significant further loss related to the settlement of this matter.

In 2015, we entered into a Consent Order and Agreement, or COA, with the Pennsylvania Department of Environmental Protection, or PaDEP, to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site. The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc. and PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2022. There is currently $10.7 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2022, then the bonds will be forfeited and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated then we may not be able to meet such deadlines.

Service Agreements – In February 2015, we entered into a strategic servicing agreement with a third party vendor to identify and execute cost reduction opportunities. The agreement provided for a tiered fee structure directly tied to cost savings realized. This contract terminated pursuant to its own terms on December 31, 2015, and we will continue incur fees associated with this agreement based upon realized cost savings from opportunities identified during the agreement.

Employee Stock Ownership Plan – We provide cash to our U.S. ESOP plan in order to fund required distributions to participants. No additional funding for distributions is expected for 2016.

Lease Commitments – We have various operating lease agreements primarily for facilities, manufacturing equipment, airplanes and vehicles. These obligations generally have remaining non-cancelable terms extending to the year 2030. Minimum annual lease payments are as follows (amounts in thousands):


	Continuing Operations		Discontinued Operations
2016	$	30,359	$	83
2017		24,487		73
2018		17,181		38
2019		12,193		30
2020		9,276		24
Thereafter		6,027		—

	$	99,523	$	248

Rent expense from continuing operations was $35.8 million in 2015, $40.5 million in 2014 and $43.5 million in 2013. Rent expense from discontinued operations was $0.1 million in both 2015 and 2014 and $1.0 million in 2013.

F-51

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 32. Employee Retirement and Pension Benefits

U.S. Defined Benefit Pension Plan – Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees. Pension expense, as recorded in the consolidated statements of operations, is determined by using weighted-average assumptions made on January 1 of each year as summarized below:


(amounts in thousands) Components of pension benefit expense – U.S. benefit plan	2015			2014			2013
Service cost	$	2,590		$	1,800		$	1,630
Interest cost		16,055			16,675			15,259
Expected return on plan assets		(21,213	)		(19,028	)		(16,506	)
Amortization of net actuarial pension loss		12,803			7,609			16,608

Pension benefit expense	$	10,235		$	7,056		$	16,991

Discount rate		3.75%			4.75%			3.75%
Expected long-term rate of return on assets		7.00%			7.00%			7.00%
Compensation increase rate		N/A			N/A			N/A

The new mortality tables published by the Society of Actuaries were adopted in 2014 and represent our best estimate of future experience. We developed the discount rate based on the plan’s expected benefit payments using the December 31, 2015 Citigroup Pension Discount Curve. Based on this analysis, we selected a 3.75% discount rate. As the discount rate is reduced or increased, the pension obligation would increase or decrease, respectively, and future pension expense would increase or decrease, respectively.

Pension benefit expense from amortization of net actuarial pension loss is estimated to be $12.4 million in 2016.

We maintain policies for investment of pension plan assets. The policies set forth stated objectives and a structure for managing assets, which includes various asset classes and investment management styles that, in the aggregate, are expected to produce a sufficient level of diversification and investment return over time and provide for the availability of funds for benefits as they become due. The policies also provide guidelines for each investment portfolio that control the level of risk assumed in the portfolio and ensure that assets are managed in accordance with stated objectives. The plan invests primarily in publicly-traded equity and debt securities as directed by the plan’s investment committee. The pension plan’s expected return assumption is based on the weighted average aggregate long-term expected returns of various actively managed asset classes corresponding to the plan’s asset allocation. We have selected an expected return on plan assets based on a historical analysis of rates of return, our investment mix, market conditions and other factors. The fair value of plan assets decreased in 2015 and increased 2014 due primarily to investment returns and contributions in excess of benefit payments.


(amounts in thousands) Change in fair value of plan assets – U.S. benefit plan	2015			2014
Balance at beginning of period	$	300,183		$	265,176
Actual return on plan assets		(4,877	)		34,598
Company contribution		14,320			16,577
Benefits paid		(14,027	)		(14,432	)
Administrative expenses paid		(2,544	)		(1,736	)

Balance at end of period	$	293,055		$	300,183

F-52

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The plan’s investments are summarized below:


	% of Plan Assets
Summary of plan investments – U.S. benefit plan	2015		2014
Equity securities		58.5		59.1
Debt securities		37.1		38.2
Other		4.4		2.7

		100.0		100.0

The plan’s projected benefit obligation is determined by using weighted-average assumptions made on December 31 of each year as summarized below:


(amounts in thousands) Change in projected benefit obligation – U.S. benefit plan	2015			2014
Balance at beginning of period	$	433,790		$	358,394
Service cost		2,590			1,800
Interest cost		16,055			16,674
Actuarial (gain) loss		(43,405	)		73,090
Benefits paid		(14,027	)		(14,432	)
Administrative expenses paid		(2,544	)		(1,736	)

Balance at end of period	$	392,459		$	433,790

Discount rate		4.25%			3.75%
Compensation increase rate		N/A			N/A

As of December 31, 2015, the plan’s estimated benefit payments for the next ten years are as follows (amounts in thousands):


2016	$	14,314
2017		14,987
2018		15,669
2019		16,532
2020		17,386
2021-2025		99,401

The Plan currently exceeds the Pension Protection Act of 2006 guidelines, and expects to be in excess of the guidelines in the near future, therefore, no future contributions are required, however, we expect to contribute $10.0 million to the Plan in 2016.

F-53

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The plan’s accumulated benefit obligation of $392.5 million is determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. The plan’s funded status as of December 31, 2015 and December 31, 2014 is as follows:


(amounts in thousands) Unfunded pension liability – U.S. benefit plan	2015			2014
Projected benefit obligation at year-end	$	392,459		$	433,790
Fair value of plan assets at year-end		(293,055	)		(300,183	)

Unfunded pension liability		99,404			133,607
Current portion		(10,000	)		(18,415	)

Long-term unfunded pension liability	$	89,404		$	115,192

The current portion of the unfunded pension liability is recorded in accrued payroll and benefits and is equal to the expected employer contributions in the following year.

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) as follows:


(amounts in thousands) Accumulated other comprehensive income (loss) – U.S. benefit plan	2015			2014			2013
Net actuarial pension loss beginning of year	$	160,170		$	110,258		$	198,233
Amortization of net actuarial loss		(12,803	)		(7,608	)		(16,608	)
Net (gain) loss occurring during year		(17,315	)		57,520			(71,367	)

Net actuarial pension loss at year-end		130,052			160,170			110,258
Tax benefit		(15,041	)		(15,041	)		(15,041	)

Net actuarial pension loss at year-end, net of tax	$	115,011		$	145,129		$	95,217

Non-U.S. Defined Benefit Plans – We have several other defined benefit plans located outside the U.S. that are country specific. Some of these plans remain open to participants and others are closed. The expenses related to these plans are recorded in the consolidated statements of operations and are determined by using weighted-average assumptions made on January 1 of each year as summarized below.


(amounts in thousands) Components of pension benefit expense – Non-U.S. benefit plans	2015			2014
Service cost	$	4,821		$	5,718
Interest cost		970			1,332
Expected return on plan assets		(871	)		(979	)
Amortization of net actuarial pension loss		334			98

Pension benefit expense	$	5,254		$	6,169

Discount rate		0.7 – 9.0%			0.9 – 8.5%
Expected long-term rate of return on assets		0.0 – 5.3%			0.0 – 6.5%
Compensation increase rate		0.5 – 7.0%			2.0 – 7.0%

F-54

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Non-U.S. pension benefit expenses from amortization of net actuarial pension losses are estimated to be $0.8 million in 2016.


(amounts in thousands) Change in fair value of plan assets – Non-U.S. benefit plans	2015			2014
Balance at beginning of period	$	14,501		$	17,382
Actual return on plan assets		603			(859	)
Company contribution		500			828
Benefits paid		(843	)		(1,357	)
Administrative expenses paid		(23	)		(74	)
Cumulative translation adjustment		(1,558	)		(1,419	)

Balance at end of period	$	13,180		$	14,501

The investments of the non-U.S. plans are summarized below:


	% of Plan Assets
Summary of plan investments – Non-U.S. benefit plans	2015		2014
Equity securities		45.9		49.0
Debt securities		22.2		21.3
Other		31.9		29.7

		100.0		100.0

The projected benefit obligation for the non-U.S. plans is determined by using weighted-average assumptions made on December 31 of each year as summarized below:


(amounts in thousands) Change in projected benefit obligation – Non-U.S. benefit plans	2015			2014
Balance at beginning of period	$	33,411		$	36,631
Service cost		1,284			1,537
Interest cost		970			1,332
Actuarial (gain) loss		(183	)		832
Benefits paid		(2,947	)		(2,543	)
Administrative expenses paid		(355	)		(74	)
Cumulative translation adjustment		(2,954	)		(4,304	)

Balance at end of period	$	29,226		$	33,411

Discount rate		0.7 – 3.7%			1.3 – 8.5%
Compensation increase rate		0.5 – 2.5%			0.5 – 7.0%

As of December 31, 2015, the estimated benefit payments for the non-U.S. plans over the next ten years are as follows (amounts in thousands):


2016	$	1,488
2017		2,176
2018		1,989
2019		1,958
2020		2,142
2021-2025		12,833

F-55

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The accumulated benefit obligations of $28.1 million for the non-U.S. plans are determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. We expect to contribute $0.4 million to the non-U.S. plans in 2016.

The funded status of these plans as of December 31, 2015 and December 31, 2014 are as follows:


(amounts in thousands) Unfunded pension liability – Non-U.S. benefit plans	2015			2014
Projected benefit obligation at year-end	$	29,226		$	33,411
Fair value of plan assets at year-end		(13,180	)		(14,501	)

Unfunded pension liability		16,046			18,910
Current portion		(156	)		(35	)

Long-term unfunded pension liability	$	15,890		$	18,875

The current portion of the unfunded pension liability is recorded in accrued payroll and benefits and is equal to the expected employer contributions in the following year.

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) as follows:


(amounts in thousands) Accumulated other comprehensive income (loss) – Non-U.S. benefit plans	2015			2014			2013
Net actuarial pension loss beginning of period	$	5,931		$	3,668		$	8,320
Amortization of net actuarial gain (loss)		367			(36	)		(643	)
Net (gain) loss occurring during year		(1,073	)		2,515			(3,817	)
Cumulative translation adjustment		(65	)		(216	)		(192	)

Net actuarial pension loss at end of period		5,160			5,931			3,668
Tax benefit		(1,366	)		(1,555	)		(1,033	)

Net actuarial pension loss at end of period, net of tax	$	3,794		$	4,376		$	2,635

Other Defined Contribution Plans – U.S. elective contributions to the 401(k) plan are discussed in Note 33 – Employee Stock Ownership Plan . We have several other defined contribution plans located outside the U.S. that are country specific. Other plans that are characteristically defined contribution plans have accrued liabilities of $1.4 million at December 31, 2015 and December 31, 2014. The total compensation expense for non-U.S. defined contribution plans was $13.3 million in 2015, $13.5 million in 2014 and $8.1 million in 2013.

Note 33. Employee Stock Ownership Plan

We have an employee stock ownership plan (ESOP) that covers eligible U.S. employees. The assets of the ESOP are held in a separate trust (the ESOP Trust) established for that purpose. According to the terms of the ESOP, our obligation to the participants is limited to the value of the cash, common stock, or other assets held in the ESOP Trust. At the discretion of the JWH Board of Directors, we can elect to contribute matching contributions to either the Company’s ESOP or 401(k) Plan. For the years ended December 31, 2015, 2014 and 2013, a match of 100% of employee contributions up to 3% of wages was approved to be contributed to the 401(k) Plan. As a result, we recorded compensation expense of $9.3 million in 2015, $9.0 million in 2014 and $8.7 million in 2013. Of those contributions the amount relating to discontinued operations was $0.2 million in 2013. No amounts related to discontinued operations in 2015 or 2014.

F-56

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The ESOP contains both Company funded sub-accounts and employee funded sub-accounts within the Plan. The majority of Company-funded sub-accounts have a delayed payment feature while distributions from the ESOP 401(k) are payable the year following the event. The value of ESOP participant accounts associated with Company contributions is payment-delayed for six years after the employee leaves employment. Payments for retirement, disability and death are not subject to this delay. In addition, an installment feature applies to balances of $25,000 or more.

Currently, all ESOP participant accounts, including accounts of former employees with the exception of those that fall under a limited grandfathering rule, are valued according to the ongoing value of our stock. Therefore, the value of substantially all ESOP accounts is tied to our stock, which is the primary asset of the ESOP Trust.

Repurchases of common stock from ESOP Trust – Based on periodic assessment of planned distributions to participants, we are obligated to repurchase common stock from the ESOP Trust based on the fair value of such shares for ESOP purposes. The fair value of the Company’s common stock held by the ESOP Trust is determined for ESOP purposes on a quarterly basis by an appraiser. The current fair value is $303.30 per share, as most recently determined as of September 30, 2015. The determination of the fair value as of December 31, 2015 is made once the annual financial statements are issued. We repurchased shares from the ESOP that totaled $12.1 million in 2015, $14.8 million in 2014 and $16.1 million in 2013.

Note 34. Related Party Transactions

Notes Receivable from Directors – Notes receivable and interest due from our current and former directors or family members relate to cash advances and are partially secured by our stock. Such amounts totaled $2.2 million at December 31, 2015 and $16.4 million at December 31, 2014 and have been recorded as a reduction to equity as the borrowers have significant influence over the Company and there is current uncertainty as to whether the amounts will be repaid in cash or by a return of our stock.

Receivables from the Estate of Richard L. Wendt – The estate of Richard L. Wendt (“RLW”) is considered a significant shareholder of JWH and a Company director is a trustee of the estate. We held short- and long-term receivables that originated directly from transactions with RLW, or from transactions with entities that were owned by RLW, who was a Company director until his death in 2010. In December 2014, we signed an agreement that restructured the terms of these receivables. The outstanding principal of the note was reduced by a $7.1 million non-cash exchange for 32,317 shares of JWH stock. The remaining principal of $12.6 million continued to bear interest at prime plus 3.25%, with a minimum interest rate of 5.50% and a maximum interest rate of 9.50% per annum. The note was paid in full in August 2015. These notes were secured by JWH stock and recorded as deductions to equity. We received interest payments of $0.5 million in 2015 and $4.2 million in 2014. No interest payments were received in 2013.

F-57

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013


(amounts in thousands)	2015			2014			2013
Notes receivable and accrued interest balance, January 1	$	16,380		$	27,496		$	26,091
Cash payments		(14,850	)		(4,474	)		(251	)
Non-cash payments		—			(8,359	)		—
Interest accrued		629			1,717			1,656

Notes receivable and accrued interest balance, December 31	$	2,159		$	16,380		$	27,496

Interest rates, December 31		5.50%			5.25-6.50%			5.25-6.50%

Amounts due from the estate of RLW	$	—		$	12,603		$	22,441
Amounts due from other directors and family		2,159			3,777			5,055

	$	2,159		$	16,380		$	27,496

Payments to Onex Partners – As part of the original Onex investment transaction, we agreed to pay Onex Partners for management services they provide. Total fees paid were $0.6 million in 2015, $1.8 million in 2014 and $1.6 million in 2013.

Payments to JWTR, LLC – JWTR, LLC (“JWTR”) is a timber and real estate development company that is wholly owned by the estate of RLW. We paid JWTR and its subsidiaries $3.1 million in 2013 for logs, timberland management and logging services. No payments were made in 2015 or 2014.

Aviation Department – In 2014 we restructured our aviation department, downsizing from three aircraft to one and moving the operation from Oregon to North Carolina. As part of the restructuring plan, one of the aircraft was subleased to RLW. The lease runs through January of 2017. In the agreement, we pay the ongoing lease payments of $79,000 per month and RLW pays a nominal amount to us. RLW is responsible for all maintenance and operational costs. This was done to decrease the costs and extend the cash outflow associated with exiting the aircraft lease. In addition, the aircraft hangar located in Klamath Falls, Oregon was sold to Fairmount Aviation for fair value of $2.0 million. Fairmount is a newly formed aviation company controlled by a director and family member.

F-58

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 35. Supplemental Cash Flow Information


(amounts in thousands)	2015			2014			2013
Non-Cash Investing Activities
Property, equipment and intangibles purchased in accounts payable	$	4,128		$	4,454		$	5,104
Property and equipment purchased for debt		—			207			1,687
Notes receivable and accrued interest from employees and directors settled with return of JWH stock		49			7,110			—
Customer accounts receivable converted to notes receivable		174			911			364

Cash Financing Activities
Stock repurchases	$	(32,569	)	$	(7,163	)	$	(1	)
For repurchase of ESOP shares to fund distribution		(12,127	)		(14,765	)		(16,073	)

Common stock purchased	$	(44,696	)	$	(21,928	)	$	(16,074	)

Borrowings on notes payable	$	8,017		$	2,006		$	3,992
Payments on notes payable		(11,437	)		(5,344	)		(2,947	)

Change in notes payable	$	(3,420	)	$	(3,338	)	$	1,045

Non-Cash Financing Activities
Debt issuance costs deducted from long-term debt borrowings	$	1,279		$	230		$	650
Non-cash borrowings on term loan	$	—		$	—		$	65,121
Non-cash repayments on senior secured revolving credit facility	$	—		$	—		$	(65,121	)
Common stock issued as consideration for acquisition	$	2,000		$	—		$	—

Note 36. Subsequent Events

On December 23, 2015, we signed a purchase agreement to acquire TREND Windows & Doors, a leading manufacturer and supplier of windows and doors in Australia. The purchase price was approximately $37.1 million Australian dollars, subject to customary closing conditions. The transaction closed on February 1, 2016.

On May 31, 2016, we converted from an Oregon corporation to a Delaware corporation. Under our Delaware charter, we have the authority to issue up to 31,560,000 shares, of which (a) 22,810,000 shares may be common stock, with a par value $0.01 per share (the “Total Common Stock”) and (b) 8,750,000 shares may be preferred stock, with a par value $0.01 per share (the “preferred stock”, together with the Total Common Stock, is referred to as the “Capital Stock”).

Upon conversion, our Total Common Stock was designated in two separate series: (i) 22,379,800 shares were designated common stock (the “Common Stock”); and (ii) 430,200 shares were designated Class B-1 Common Stock (the “Class B-1 Common Stock”). The powers, preferences and rights, and limitations or restrictions of the Common Stock and the Class B-1 Common Stock are unchanged from our Oregon charter with the Class B-1 Common Stock participating in voting and dividends on an as-converted basis. Upon our conversion, we had 1,620,850 shares of Common Stock outstanding and 7,506 shares of Class B-1 Common Stock outstanding.

Upon conversion, our preferred stock was designated into the following separate series:

(i)

2,922,634 shares were designated Series A-1 Convertible Preferred Stock (the “Series A-1 Stock”) corresponding to outstanding shares of Series A Stock originally issued on October 3, 2011 or November 8, 2011;

F-59

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

(ii)

208,760 shares were designated Series A-2 Convertible Preferred Stock (the “Series A-2 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on October 24, 2012;

(iii)

843,132 shares were designated Series A-3 Convertible Preferred Stock (the “Series A-3 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on April 30, 2013;

(iv)

4,775,473 shares were designated Series A-4 Convertible Preferred Stock (the “Series A-4 Stock”); and

(v)

one share was designated “Series B Preferred Stock” corresponding to the outstanding share of our Series B Preferred Stock.

The powers, preferences and rights, and limitations or restrictions of our preferred stock remain unchanged from our Oregon charter. Upon our conversion, we had 2,922,634 shares of Series A-1 Stock, 208,760 shares of Series A-2 Stock, 843,132 shares of our Series A-3, no shares of our Series A-4 Stock and 1 share of our Series B Preferred Stock outstanding.

We have evaluated subsequent events from the balance sheet date through June 1, 2016, the date at which the financial statements were issued, and determined that there are no other items to disclose.

F-60

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED STATEMENTS OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)


	For the Years Ended December 31,
(amounts in thousands)	2015			2014			2013
Selling, general and administrative	$	28,522		$	15,878		$	7,618
Equity in income (loss) of subsidiary		119,371			(68,549	)		(55,639	)
Other income (expense)
Interest income		206			515			528
Interest expense		(110	)		(170	)		(4,150	)
Other		(27	)		(27	)		(1,527	)

Income (loss) before taxes		90,918			(84,109	)		(68,406	)
Income tax benefit (expense)		—			—			—

Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)

Comprehensive income (loss):
Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)
Other comprehensive income (loss), net of tax:
Equity in comprehensive (loss) income of subsidiary		(59,136	)		(136,428	)		37,759

Total other comprehensive (loss) income, net of tax		(59,136	)		(136,428	)		37,759

Total comprehensive income (loss)	$	31,782		$	(220,537	)	$	(30,647	)

See Notes to Condensed Financial Information.

F-61

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED BALANCE SHEETS


(amounts in thousands)	December 31, 2015			December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	955		$	2,258
Receivable from subsidiary		1			—
Other current assets		604			10

Total current assets		1,560			2,268
Property and equipment, net		3,641			—
Investment in subsidiary		414,727			759,000
Long-term notes receivable		22			241

Total assets	$	419,950		$	761,509

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	603		$	10
Current payable to subsidiary		3,126			2,147
Accrued expenses and other current liabilities		159			82
Notes payable and current maturities of long-term debt		728			1,187

Total current liabilities		4,616			3,426
Long-term debt		1,924			2,652
Non-current payable to subsidiary		221			3,275

Total liabilities		6,761			9,353

Commitments and contingencies (Note 5)
Convertible preferred shares		481,937			817,121

Stockholders’ equity (deficit)
Common Stock: 22,810,000 shares authorized, no par value, 1,627,026 and 1,796,329 shares outstanding as of December 31, 2015 and December 31, 2014, respectively		86,201			180,902
Accumulated deficit		(154,949	)		(245,867	)

Total stockholders’ deficit		(68,748	)		(64,965	)

Total liabilities, convertible preferred shares, and shareholders’ deficit	$	419,950		$	761,509

See Notes to Condensed Financial Information.

F-62

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED STATEMENTS OF CASH FLOWS


	For the years ended December 31,
(amounts in thousands)	2015			2014			2013
OPERATING ACTIVITIES
Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization of deferred financing costs		—			—			104
(Income) loss from subsidiary investment		(119,371	)		68,549			55,639
Other items, net		(180	)		(506	)		(430	)
Litigation settlement funded by subsidiaries		325			5,557			227
Payment to option holders funded by subsidiaries		11,780			832			47
Stock-based compensation		15,620			7,968			5,665
Net change in operating assets and liabilities, net of effect of acquisitions:
Receivables and payables from subsidiaries		(75	)		(1,326	)		175
Other assets		(595	)		—			—
Accounts payable and accrued expenses		670			(42	)		(53	)

Net cash used in operating activities		(908	)		(3,077	)		(7,032	)

INVESTING ACTIVITIES
Purchases of property and equipment		(3,641	)		—			—
Cash received on notes receivable		219			12			16
Proceeds from sales of subsidiaries’ shares		461,927			17,943			76,485
Dividend received from subsidiary		—			1,500			—

Net cash provided by investing activities		458,505			19,455			76,501


FINANCING ACTIVITIES
Issuance of convertible preferred shares, net of transaction costs		—			—			1
Distributions paid		(419,216	)		—			—
Payments of long-term debt		(1,187	)		(1,187	)		(53,554	)
Employee note repayments		4,144			1,142			197
Common stock issued		2,006			—			—
Common stock repurchased		(44,647	)		(14,766	)		(16,073	)

Net cash used in financing activities		(458,900	)		(14,811	)		(69,429	)

Effect of foreign currency exchange rates on cash		—			—			—

Net (decrease) increase in cash and cash equivalents		(1,303	)		1,567			40
Cash and cash equivalents, beginning		2,258			691			651

Cash and cash equivalents, ending	$	955		$	2,258		$	691


Supplemental Cash Flow Information:
Conversion of convertible bridge note and accrued interest to convertible preferred stock	$	—		$	—		$	(71,547	)
Non-cash issuance of shares for subsidiary acquisition	$	2,000		$	—		$	—
Notes receivable and accrued interest from employees and directors settled with return of JWH stock	$	—		$	7,110		$	—
Subsidiary non-cash director notes and accrued interest activity	$	10,438		$	3,478		$	(1,068	)

See Notes to Condensed Financial Information.

F-63

JELD-WEN HOLDING, INC.

Parent Company Information

NOTES TO CONDENSED FINANCIAL INFORMATION

Note 1. Summary of Significant Accounting Policies

Accounting policies adopted in the preparation of this condensed parent company only financial information are the same as those adopted in the consolidated financial statements and described in Note 1 of the consolidated financial statements included in this Annual Report.

Nature of Business – JELD-WEN Holding, inc., (the “Parent Company”) (an Oregon corporation) was formed by Onex Partners III LP to effect the acquisition of JELD-WEN, Inc. and had no activities prior to the acquisition of JELD-WEN, Inc. on October 3, 2011. The Parent Company is a holding company with no material operations of its own that conducts substantially all of its activities through its direct subsidiary, JELD-WEN Inc. and its subsidiaries.

The accompanying condensed parent-only financial information includes the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates. Accordingly, these financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Condensed Parent Company’s investments in subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the JELD-WEN Holding, Inc. and subsidiaries audited consolidated financial statements included elsewhere herein.

The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company. The ability of the Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ financing arrangements (see Note 17 to the consolidated financial statements).

Notes Receivable – Notes receivable are recorded at their net realizable value. The balance consists of affiliate notes with $0 allowance for doubtful notes as of December 31, 2015 and 2014. The allowance for doubtful notes, if any, is based upon historical loss trends and specific reviews of delinquent notes.

Property and Equipment – Property and equipment is recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred.

Depreciation is generally provided over the following estimated useful service lives:


Buildings			15 – 45 years

Note 2. Property and Equipment, Net


(amounts in thousands)	2015		2014
Buildings		3,641		—

Total depreciable assets		3,641		—
Accumulated depreciation		—		—

	$	3,641	$	—

Depreciation expense was $0.0 million the years ended December 31, 2015, 2014 and 2013, respectively.

F-64

JELD-WEN HOLDING, INC.

Parent Company Information

NOTES TO CONDENSED FINANCIAL INFORMATION

Note 3. Long-Term Debt


(amounts in thousands)	December 31, 2015 Interest Rate			December 31, 2015			December 31, 2014
Installment notes for stock		3.00 - 8.00	%	$	2,652		$	3,839

Current maturities of long-term debt					(728	)		(1,187	)

				$	1,924		$	2,652

		Maturities by year:
		2016		$	728
		2017			686
		2018			686
		2019			552
		2020			—
		Thereafter			—

					2,652

Installment Notes for Stock – These notes represent amounts due to former or retired employees for repurchases of the Parent Company stock that are payable over 5 or 10 years depending on the amount with payments through 2019.

Note 4. Stock Compensation

For discussion of stock compensation expense of the Parent Company and its subsidiaries, see Note 24 to the consolidated financial statements.

Note 5. Commitments and Contingencies

For discussion of the commitments and contingencies of the subsidiaries of the Parent Company see Note 31 to the consolidated financial statements.

Note 6. Related Party Transactions

Note 7. Subsequent Events

F-65

JELD-WEN HOLDING, INC.

Parent Company Information

NOTES TO CONDENSED FINANCIAL INFORMATION

Upon conversion, our Total Common Stock is designated in two separate series: (i) 22,379,800 shares shall be designated common stock (the “Common Stock”); and (ii) 430,200 shares shall be designated Class B-1 Common Stock (the “Class B-1 Common Stock”). The powers, preferences and rights, and limitations or restrictions of the Common Stock and the Class B-1 Common Stock are unchanged from our Oregon charter with the Class B-1 Common Stock participating in voting and dividends on an as-converted basis. Upon our conversion, we had 1,620,850 shares of Common Stock outstanding and 7,506 shares of Class B-1 Common Stock outstanding.

Upon conversion, our preferred stock is designated into the following separate series:

(i) 2,922,634 shares shall be designated Series A-1 Convertible Preferred Stock (the “Series A-1 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on October 3, 2011 or November 8, 2011;

(ii) 208,760 shares shall be designated Series A-2 Convertible Preferred Stock (the “Series A-2 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on October 24, 2012;

(iii) 843,132 shares shall be designated Series A-3 Convertible Preferred Stock (the “Series A-3 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on April 30, 2013;

(iv) 4,775,473 shares shall be designated Series A-4 Convertible Preferred Stock (the “Series A-4 Stock”); and

(v) one share shall be designated “Series B Preferred Stock” corresponding to the outstanding share of our Series B Preferred Stock.

We have evaluated subsequent events from the balance sheet date through June 1, 2016, the date at which the financial statements were issued, and determined that there are no other items to disclose.

F-66

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Net revenues	$	932,475		$	874,331		$	2,693,630		$	2,490,112
Cost of sales		721,887			690,800			2,112,185			1,994,968

Gross margin		210,588			183,531			581,445			495,144
Operating expenses
Selling, general and administrative		135,910			130,380			408,360			370,021
Impairment and restructuring charges		3,945			2,316			9,045			15,557

Operating income		70,733			50,835			164,040			109,566
Other (expense) income
Interest expense, net		(18,547	)		(17,917	)		(53,725	)		(40,549	)
Other		7,731			9,823			8,960			9,979

Income before taxes, equity earnings and discontinued operations		59,917			42,741			119,275			78,996
Income tax (expense) benefit		(14,358	)		(1,160	)		5,633			(7,575	)

Income from continuing operations, net of tax		45,559			41,581			124,908			71,421
Equity earnings of non-consolidated entities		1,198			640			2,450			1,233
Loss from discontinued operations, net of tax		(2,741	)		(570	)		(2,845	)		(2,045	)

Net income	$	44,016		$	41,651		$	124,513		$	70,609
Convertible preferred stock dividends		(30,107	)		(352,036	)		(108,215	)		(352,036	)

Net income attributable to common shareholders	$	13,909		$	(310,385	)	$	16,298		$	(281,427	)

Weighted average common shares outstanding:
Basic		1,636,475			1,616,083			1,633,198			1,677,121
Diluted		7,703,385			1,616,083			1,923,341			1,677,121
Income (loss) per share from continuing operations
Basic	$	10.17		$	(191.71	)	$	11.72		$	(166.58	)
Diluted	$	6.07		$	(191.71	)	$	9.95		$	(166.58	)
Loss per share from discontinued operations
Basic	$	(1.67	)	$	(0.35	)	$	(1.74	)	$	(1.22	)
Diluted	$	(0.36	)	$	(0.35	)	$	(1.48	)	$	(1.22	)
Net income (loss) per share
Basic	$	8.50		$	(192.06	)	$	9.98		$	(167.80	)
Diluted	$	5.71		$	(192.06	)	$	8.47		$	(167.80	)

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-67

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Three Months Ended					Nine Months Ended
(amounts in thousands)	September 24, 2016		September 26, 2015			September 24, 2016			September 26, 2015
Net income	$	44,016	$	41,651		$	124,513		$	70,609
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax of $0		3,875		(23,872	)		11,732			(72,691	)
Interest rate hedge adjustments, net of tax of $0		812		(9,800	)		(11,771	)		(12,971	)
Defined benefit pension plans, net of tax of $0		3,071		3,081			9,236			9,231

Total other comprehensive income (loss), net of tax		7,758		(30,591	)		9,197			(76,431	)

Total comprehensive income (loss)	$	51,774	$	11,060		$	133,710		$	(5,822	)

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-68

JELD-WEN HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(amounts in thousands)	September 24, 2016			December 31, 2015
ASSETS
Current assets
Cash and cash equivalents	$	65,357		$	113,571
Restricted cash		1,142			706
Accounts receivable, net		492,965			321,079
Inventories		361,724			343,736
Other current assets		46,974			35,326

Total current assets		968,162			814,418
Property and equipment, net		727,386			720,843
Goodwill		510,658			482,506
Intangible assets, net		122,983			78,318
Other assets		106,624			86,288

Total assets	$	2,435,813		$	2,182,373

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	216,844		$	166,686
Accrued payroll and benefits		144,941			139,621
Accrued expenses and other current liabilities		219,988			164,544
Notes payable and current maturities of long-term debt		17,187			16,594

Total current liabilities		598,960			487,445
Long-term debt		1,255,000			1,243,726
Unfunded pension liability		106,615			106,748
Deferred credits and other liabilities		96,997			94,262

Total liabilities		2,057,572			1,932,181
Commitments and contingencies ( Note 21 )
Convertible preferred shares		458,236			481,937
Stockholders’ deficit
Common Stock: 22,810,000 shares authorized, $0.01 par value per share, 1,633,509 and 1,627,026 shares outstanding as of September 24, 2016 and December 31, 2015, respectively		16			16
Additional paid-in capital		104,225			86,185
Accumulated deficit		(30,436	)		(154,949	)
Accumulated other comprehensive loss		(153,800	)		(162,997	)

Total stockholders’ deficit		(79,995	)		(231,745	)

Total liabilities, convertible preferred shares, and stockholders’ deficit	$	2,435,813		$	2,182,373

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-69

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)


	Nine Months Ended
(amounts in thousands, except share and per share amounts)	September 24, 2016					September 26, 2015
	Shares		Amount			Shares			Amount
Common Stock
Common Stock, $0.01 par value
Balance as of January 1		1,620,840	$	16			1,796,119		$	18
Shares issued		—		—			1,136			—
Shares issued for exercise/vesting of stock options		1,202		—			57			—
B-1 Common shares converted to common		—		—			135			—
Shares repurchased		—		—			(188,529	)		(2	)

Balance at period end		1,622,042	$	16			1,608,918		$	16

B-1 Common Stock, $0.01 par value
Balance as of January 1		6,186	$	—			210		$	—
Shares issued for exercise of stock options		5,281		—			4,991			—
B-1 Common shares converted to common		—		—			(95	)		—

Balance at period end		11,467	$	—			5,106		$	—

Balance at period end			$	16					$	16

Additional paid-in capital
Balance as of January 1			$	89,264					$	198,364
Shares issued				—						250
Shares issued for exercise of stock options				1,016						1,235
Shares repurchased				—						(44,694	)
Distributions on common stock				—						(84,033	)
Amortization of share-based compensation				14,944						8,672

Balance at period end			$	105,224					$	79,794

Director notes
Balance as of January 1			$	(2,068	)				$	(16,127	)
Net issuances, payments and accrued interest on Notes				2,068						14,086

Balance at period end			$	—					$	(2,041	)

Employee stock notes
Balance as of January 1			$	(1,011	)				$	(1,353	)
Net issuances, payments and accrued interest on Notes				12						337

Balance at period end			$	(999	)				$	(1,016	)

Balance at period end			$	104,225					$	76,737

Accumulated deficit
Balance as of January 1			$	(154,949	)				$	(245,867	)
Net income				124,513						70,609

Balance at period end			$	(30,436	)				$	(175,258	)

Accumulated other comprehensive (loss) income
Foreign currency adjustments
Balance as of January 1			$	(33,575	)				$	45,061
Change during period				11,732						(72,691	)

Balance at end of period				(21,843	)					(27,630	)

Unrealized (loss) gain on interest rate hedges
Balance as of January 1			$	(10,617	)				$	583
Change during period				(11,771	)					(12,971	)

Balance at end of period				(22,388	)					(12,388	)

Net actuarial pension (loss) gain
Balance as of January 1				(118,805	)					(149,505	)
Change during period				9,236						9,231

Balance at end of period				(109,569	)					(140,274	)

Balance at period end			$	(153,800	)				$	(180,292	)

Total stockholders’ deficit at end of period			$	(79,995	)				$	(278,797	)

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-70

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015
OPERATING ACTIVITIES
Net income	$	124,513		$	70,609
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		77,518			69,793
Deferred income taxes		(31,427	)		(56	)
(Gain) loss on sale of business units, property and equipment		(3,124	)		411
Adjustment to carrying value of assets		4,176			1,852
Equity earnings in non-consolidated entities		(2,450	)		(1,232	)
Amortization of deferred financing costs		2,770			3,267
Stock-based compensation		14,944			8,672
Contributions to U.S. pension plan		—			(14,320	)
Other items, net		(1,111	)		6,147
Net change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(153,755	)		(91,511	)
Inventories		(2,763	)		(33,460	)
Other assets		(4,014	)		(10,879	)
Accounts payable and accrued expenses		84,913			35,445

Net cash provided by operating activities		110,190			44,738

INVESTING ACTIVITIES
Purchases of property and equipment		(57,976	)		(51,258	)
Proceeds from sale of business units, property and equipment		5,327			748
Purchase of intangible assets		(4,500	)		(1,627	)
Purchases of businesses, net of cash acquired		(84,885	)		(32,156	)
Cash received on notes receivable		425			1,268

Net cash used in investing activities		(141,609	)		(83,025	)

FINANCING ACTIVITIES
Distributions paid		(23,701	)		(419,216	)
Proceeds from issuance of new debt, net of discount		—			477,600
Borrowings on long-term debt		15,753			10,423
Payments of long-term debt		(12,439	)		(11,611	)
Change in notes payable		(135	)		(3,374	)
Employee note repayments and interest receivable		2,080			15,073
Payments of debt issuance costs		—			(9,032	)
Common stock issued		1,016			1,498
Common stock repurchased		—			(44,647	)

Net cash (used in) provided by financing activities		(17,426	)		16,714

Effect of foreign currency exchange rates on cash		631			(4,908	)

Net decrease in cash and cash equivalents		(48,214	)		(26,481	)
Cash and cash equivalents, beginning		113,571			105,542

Cash and cash equivalents, ending	$	65,357		$	79,061

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-71

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 1. Summary of Significant Accounting Policies

Nature of Business – JELD-WEN Holding, Inc., (“JWH”) (a Delaware corporation) along with its subsidiaries, is a vertically-integrated global manufacturer and distributor of windows and doors with substantially all of its revenues being derived from the sale of its door and window products. The remaining resort operations, located primarily in the Northwestern United States, are presented as discontinued operations in the consolidated balance sheets and consolidated statements of operations for all periods presented (See Note 3 – Discontinued Operations and Divestitures ). Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN”, “we”, “us”, “our”, or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries.

In the opinion of management, the accompanying unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of our financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation – The consolidated balance sheet as of December 31, 2015 was derived from our audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). The consolidated balance sheet as of December 31, 2015 and the unaudited consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2015. Accounting policies used in the preparation of these unaudited consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2015 contained in our annual report except for those adopted during fiscal year 2016.

All dollar and other currency amounts, except per share amounts, are presented in thousands, unless otherwise noted.

The results reported in these unaudited consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any other period or the entire year. The interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our annual consolidated financial statements for the year ended December 31, 2015.

F-72

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Ownership – On October 3, 2011, we completed a transaction with Onex Partners III LP and certain affiliates (collectively, “Onex Partners”) whereby Onex Partners invested $700.0 million in convertible preferred stock. Concurrent with the investment, Onex Partners provided $171.0 million in the form of a convertible bridge loan due in April 2013. In October 2012, Onex Partners invested an additional $49.8 million in convertible preferred stock of the Company to fund an acquisition. In April 2013, the $71.6 million outstanding balance of our convertible bridge loan was converted into additional shares of our Series A Convertible Preferred Stock (“Series A Stock”). In March 2014, Onex Partners invested $65.8 million in common stock and now owns voting interests representing approximately 76% of the Company’s outstanding shares at September 24, 2016 on a diluted, as-converted basis.

Corporate Conversion – On May 31, 2016, JELD-WEN Holding, inc., an Oregon corporation (the “Oregon corporation”), converted into a Delaware corporation pursuant to a statutory conversion and changed its name to JELD-WEN Holding, Inc. As a result of the corporate conversion, the holders of the Oregon corporation’s different classes and series of shares became holders, in aggregate, of 1,621,130 shares of common stock and 7,942 shares of B-1 Common Stock, 2,922,634 shares of Series A-1 Convertible Preferred Stock (“Series A-1 Stock”), 208,760 shares of Series A-2 Convertible Preferred Stock (“Series A-2 Stock”), 843,132 shares of Series A-3 Convertible Preferred Stock (“Series A-3 Stock”), and one share of Series B Preferred Stock (“Series B Stock”) in JELD-WEN Holding, Inc. In addition, holders of options to purchase shares and restricted stock units of the Oregon corporation received an aggregate of 174,205 Common Stock Options, 319,629 B-1 Common Stock Options, and 36,903 restricted stock units of JELD-WEN Holding, Inc.

The accompanying unaudited consolidated financial statements and related notes thereto have been retroactively adjusted to account for the effect of the corporate conversion for all periods presented prior to May 31, 2016.

Fiscal Year – Each of our interim reporting periods, other than the fourth interim reporting period, ends on the Saturday closest to the last day of the corresponding quarterly calendar period. The third interim reporting periods of 2016 and 2015 ended on September 24 and September 26, respectively. Our fourth interim reporting period and our fiscal year end on December 31 regardless of the day of the week on which it falls. The nine-month period ended September 24, 2016 and the nine-month period ended September 26, 2015 each began on January 1 and consisted of approximately thirty-nine weeks.

Consolidated Statements of Cash Flows – Cash flows from continuing and discontinued operations are not separated in the consolidated statements of cash flows. Cash balances associated within our discontinued operations are reflected in our consolidated balance sheet as cash and cash equivalents. See Note 3 – Discontinued Operations and Divestitures .

Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates.

F-73

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

loss trends and specific reviews of delinquent notes. We write off uncollectible note receivables against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has been concluded. Current maturities and interest, net of short-term allowance are reported as other current assets.

Recently Adopted Accounting Standards – In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . The amendments in this accounting standard require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and record, in the same period, the effect on earnings of changes in depreciation, amortization, or other income effects, calculated as if the accounting had been completed at the acquisition date. These also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted ASU 2015-16 in the quarter ended March 26, 2016 and adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous annual reporting periods.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This ASU provides criteria for customers in a cloud computing arrangement to use in order to determine whether the arrangement includes a license of software. We adopted ASU 2015-05 in the quarter ended March 26, 2016 and adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous annual reporting periods.

In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . The amendments in this accounting standard eliminate from GAAP the concept of extraordinary items. Prior to this standard, if an event or transaction met the criteria for extraordinary classification, an entity was required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. We adopted ASU 2015-01 in the quarter ended March 26, 2016 and adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous annual reporting periods.

Recently Issued Accounting Standards – In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The standard requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which interim or annual financial statements have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

F-74

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses how cash receipts and cash payments are presented and classified in the statement of cash flows with regard to debt prepayment and debt extinguishment costs, zero-coupon debt instruments, contingent consideration payments, insurance settlement proceeds, equity method investees distributions, beneficial interests in securitization transactions, and separately identifiable cash flows. The guidance will be effective for the fiscal year beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation , which is intended to simplify several aspects of the accounting for share-based payment awards to employees. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The accounting standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by requiring equity investments to be measured at fair value with changes in fair value recognized in net income. It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the consolidated financial statements. The accounting standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This ASU requires that inventory within the scope of this guidance be measured at the lower of cost and net realizable value. This accounting standard is effective for annual periods beginning after December 15, 2016, and interim periods thereafter, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

F-75

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This ASU requires entities to recognize revenue in the way they expect to be entitled for the transfer of promised goods or services to customers. The ASU will replace most of the existing revenue recognition requirements in U.S. GAAP when it becomes effective. In March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . The amendments in this ASU clarify the implementation guidance on principal versus agent considerations. These standards are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, which requires the Company to adopt the standard in fiscal year 2018. Early application in fiscal year 2017 is permitted. The updates permit the use of either the retrospective or cumulative effect transition method, with early application not permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures and have not yet selected a transition method.

With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine-months ended September 24, 2016 that are of significance or potential significance to us.

Note 2. Acquisitions

On August 30, 2016, we acquired all of the issued and outstanding shares of ARCPAC Building Products Limited (“Breezway”) for total consideration of approximately $59.9 million, net of cash acquired. Included in the total consideration is our estimate of the working capital adjustment to the purchase price of $0.7 million which was paid during the fourth quarter of 2016. Breezway is a leading manufacturer of residential and commercial louvre window systems with operations in Australia, Malaysia and Hawaii. The excess purchase price over the fair value of net assets acquired was preliminarily allocated to goodwill and intangible assets in the amounts of $13.5 and $40.6 million, respectively. The acquired goodwill is not expected to be tax-deductible. Goodwill is the excess of purchase price over the fair value of net assets acquired in business combinations and represents cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies. The intangible assets include tradenames, patents and customer relationships. Acquisition-related costs of $0.4 million were expensed as incurred and are included in selling, general and administrative expense in our consolidated statements of operations for the nine-months ended September 24, 2016. The results of Breezway are included in our consolidated financial statements from the date of the acquisition.

On February 1, 2016, we acquired all of the issued and outstanding shares of Trend Windows & Doors (“Trend”) for total consideration of approximately $25.7 million, net of cash acquired. Trend is a leading manufacturer of doors and windows in Australia. The excess purchase price over the fair value of net assets acquired was preliminarily allocated to goodwill and intangible assets in the amounts of $4.4 million and $6.7 million, respectively. The acquired goodwill is not expected to be tax-deductible. Goodwill is the excess of purchase price over the fair value of net assets acquired in business combinations and represents cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 33 years. For the period ended September 24, 2016, acquisition-related costs of $0.9 million were expensed as incurred and are included in selling, general and administrative expense in our consolidated statements of operations and measurement period adjustments reduced the preliminary allocation of goodwill by $4.0 million and increased the preliminary allocation of intangibles by $2.1 million with the remaining preliminary allocation changes related to deferred taxes and other working capital accounts. Trend’s results of operations are included in our consolidated financial statements from the date of the acquisition.

F-76

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

The preliminary fair values of all the assets acquired in the nine-months ended September 24, 2016 are summarized below:


(amounts in thousands)	Total Acquisitions
Fair value of identifiable assets and liabilities:
Accounts receivable	$	16,497
Inventories		13,044
Other assets		5,628
Property and equipment		9,835
Identifiable intangible assets		47,264
Goodwill		17,897

Total assets	$	110,165

Accounts payable and accrued liabilities		7,930
Other liabilities		16,659

Total liabilities	$	24,589

Purchase Price:

Total consideration, net of cash acquired	$	85,576

The purchase prices for the above acquisitions were allocated to the assets acquired and liabilities assumed and were based upon preliminary calculations, allocations and valuations. The underlying estimates, allocations and assumptions for these acquisitions are subject to change as we obtain additional information and refine our assumptions during the measurement period (up to one year from the acquisition date). The final valuations of assets acquired and liabilities assumed are not complete and the net adjustments to those values may result in changes to goodwill and other carrying amounts initially assigned to the assets and liabilities based on the preliminary fair value analysis. The impact of these acquisitions was not significant for reporting of pro forma information individually and in the aggregate.

During 2015, we completed four acquisitions using $88.6 million of cash and $2.0 million of JWH stock as consideration. The excess purchase price over the fair value of net assets acquired was allocated to goodwill and intangibles in the amounts of $42.0 million and $36.3 million, respectively. Goodwill of $32.1 million is expected to be fully tax-deductible. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 14 years. For the nine-month period ended September 24, 2015, acquisition-related costs of $1.6 million are included in selling, general and administrative expense in our consolidated statements of operations and measurement period adjustments reduced the preliminary allocation of goodwill and deferred tax liabilities by $0.6 million.

Note 3. Discontinued Operations and Divestitures

Our discontinued operations, included in our Corporate segment’s assets and presented in the accompanying unaudited consolidated financial statements, consist primarily of our Silver Mountain resort and real estate located in Idaho. The results of these operations have been removed from the results of continuing operations for all periods presented. On July 26, 2016 we executed an agreement to sell the assets of our Silver Mountain resort and real estate development in Idaho subject to a due diligence period. In

F-77

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

September 2016, a final purchase price of $5.0 million in cash was agreed with the buyer which resulted in an impairment charge of $2.2 million and reclassification of the long-term assets and liabilities related to Silver Mountain to short-term. The sale closed on October 20, 2016.

The results of discontinued operations are summarized as follows:


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Net revenues	$	2,144		$	2,201		$	7,264		$	6,164
Loss before tax and non-controlling interest		(2,741	)		(570	)		(2,845	)		(2,045	)
Loss from discontinued operations, net of tax		(2,741	)		(570	)		(2,845	)		(2,045	)

Assets and liabilities of discontinued operations are as follows:


(amounts in thousands)	September 24, 2016		December 31, 2015
ASSETS
Current assets
Accounts receivable, net	$	825	$	792
Inventories		261		298
Real estate inventories		819		532
Other current assets		4,012		236

Current assets of discontinued operations		5,917		1,858

Property and equipment, net		—		3,669
Timber and timberlands		—		614
Real estate development		—		3,884
Intangible assets		—		44
Other assets		7		7

Long-term assets of discontinued operations		7		8,218

	$	5,924	$	10,076

LIABILITIES
Current liabilities
Accounts payable	$	619	$	732
Accrued payroll and benefits		115		192
Accrued expenses		1,674		1,608

Current liabilities of discontinued operations		2,408		2,532

Deferred credits and other liabilities		509		2,493

Long-term liabilities of discontinued operations		509		2,493

	$	2,917	$	5,025

The current and long-term assets of discontinued operations are included within other current assets and other assets, respectively, in the accompanying unaudited consolidated balance sheets. The current and long-term liabilities of discontinued operations are included within accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets.

F-78

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 4. Accounts Receivable

The following is a roll forward of our allowance for doubtful accounts:


(amounts in thousands)	September 24, 2016			September 26, 2015
Balance at beginning of period	$	(3,664	)	$	(4,166	)
Additions charged to expense		1,095			416
Deductions		(585	)		(587	)
Currency translation		(215	)		385
Other activity		(755	)		(21	)

Balance at end of period	$	(4,124	)	$	(3,973	)

We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We perform ongoing credit evaluations of our customers to minimize credit risk and usually we do not require collateral for accounts receivable, but will require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are primarily collateralized by stock or other assets.

Note 5. Inventories

Inventories are stated at the lower of cost or market. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs.


(amounts in thousands)	September 24, 2016		December 31, 2015
Raw materials	$	247,998	$	241,225
Work in process		32,242		28,512
Finished goods		81,484		73,999

Inventories	$	361,724	$	343,736

Note 6. Property and Equipment, Net


(amounts in thousands)	September 24, 2016			December 31, 2015
Property and equipment	$	1,751,956		$	1,700,354
Accumulated depreciation		(1,024,570	)		(979,511	)

Property and equipment, net	$	727,386		$	720,843

We monitor all property, plant and equipment for any indicators of potential impairment. Impairment charges of $1.9 million and $0.3 million on property, plant and equipment were recorded during the nine-months ended September 24, 2016 and September 26, 2015, respectively.

F-79

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Depreciation expense was recorded as follows:


	Three Months Ended				Nine Months Ended
(amounts in thousands)	September 24, 2016		September 26, 2015		September 24, 2016		September 26, 2015
Cost of sales	$	19,095	$	18,182	$	57,056	$	55,164
Selling, general and administrative		1,976		1,917		5,700		5,880

	$	21,071	$	20,099	$	62,756	$	61,044

Note 7. Goodwill

The following table summarizes the changes in goodwill by reportable segment:


(amounts in thousands)	North America		Europe		Australasia			Total Reportable Segments
Ending balance, December 31, 2015	$	187,102	$	240,187	$	55,217		$	482,506
Acquisitions		—		—		17,897			17,897
Acquisition remeasurements		—		—		(643	)		(643	)
Currency translation		418		7,407		3,073			10,898

Ending balance, September 24, 2016	$	187,520	$	247,594	$	75,544		$	510,658

During the nine-month period ending September 24, 2016, we elected to transfer the acquired intangible property prior to the one-year anniversary of the Aneeta acquisition. This resulted in a reversal of original deferred tax liabilities originally recorded at the time of acquisition and is included in the “Acquisitions remeasurement” line in the table above. Measurement period adjustments related to current year acquisitions are included in the “Acquisitions” line above. See Note 2 – Acquisitions.

Note 8. Warranty Liability

An analysis of our warranty liability is as follows:


(amounts in thousands)	September 24, 2016			September 26, 2015
Balance at beginning of period	$	44,891		$	45,843
Current period expense		13,243			12,274
Liabilities assumed due to acquisition		16			298
Experience adjustments		(3,399	)		(2,602	)
Payments		(8,265	)		(10,391	)
Currency translation		462			(1,319	)
Balance at end of period		46,948			44,103
Less: current portion		16,765			16,056

Long-term portion	$	30,183		$	28,047

We revised the rollforward of our warranty liability to correct an error in the presentation of expenses incurred, experience adjustments, and expenses paid in the same period. This correction resulted in an increase to the “Current period expense” of $3.9 million, an increase in “Experience adjustments” of $2.6 million, an increase to “Payments” of $1.6 million and an increase in “Liabilities assumed due to

F-80

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

acquisition” of $0.3 million for the nine-month period ending September 24, 2016. These corrections were not material to the periods presented or the prior consolidated financial statements.

The most significant component of our warranty liability is in the U.S. and Canada which totaled $41.8 million at September 24, 2016 after discounting future estimated cash flows at rates between 0.76% and 4.75%. Without discounting, the liability would have been higher by approximately $2.7 million. During the second quarter of 2016, we recorded an out-of-period correction of an error to increase our warranty reserve by approximately $2.5 million. This correction was not material to our previously issued financial statements and is not expected to be material to the full-year 2016 financial statements. The current and long-term portions of the warranty liability are included in accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets.

Note 9. Notes Payable and Long-Term Debt

At September 24, 2016 and December 31, 2015, notes payable consisted of the following and are included in notes payable and current maturities of long-term debt in the accompanying unaudited consolidated balance sheet:


(amounts in thousands)	September 24, 2016 Interest Rate		September 24, 2016		December 31, 2015
Variable rate industrial revenue bonds		0.68% - 0.97%	$	250	$	385

At September 24, 2016 and December 31, 2015, our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following:


(amounts in thousands)	September 24, 2016 Effective Interest Rate			September 24, 2016			December 31, 2015
Revolving credit facility		2.05	%	$	15,000		$	876
Term loan, net of original discount of $7,553		4.75 - 5.25	%		1,232,222			1,237,409
Mortgage notes		1.15	%		31,282			30,335
Installment notes		2.08 - 6.38	%		6,097			4,537
Installment notes for stock		3.00 - 8.00	%		3,444			5,034
Unamortized debt issuance costs					(16,108	)		(18,256	)

					1,271,937			1,259,935
Current maturities of long-term debt					(16,937	)		(16,209	)

Long-term debt				$	1,255,000		$	1,243,726

In January 2015, we entered into a new 39.0 million EUR committed European revolving credit facility that matures in January 2019. The revolving credit facility bears interest at the relevant interbank offered rate (“IBOR”) + 2.50%. The agreement requires that we maintain certain financial ratios, including an interest coverage ratio and a leverage ratio.

F-81

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

At September 24, 2016, we had remaining borrowing availability of $267.5 million under our revolving credit facilities. As of September 24, 2016 and December 31, 2015, we were in compliance with the terms of all of our credit facilities.

Note 10. Income Taxes

The effective income tax rate for continuing operations was 24.0% and (4.7)% for the three and nine-months ended September 24, 2016, respectively, compared to 2.7% and 9.6% for the corresponding periods ended September 26, 2015. We recorded the tax provisions for the nine-months ended September 24, 2016 and September 26, 2015 by applying an estimated annual effective tax rate to our year-to-date income for includable entities during the respective periods. Entities which are currently generating losses and for which there is a full valuation allowance are excluded from the worldwide effective tax rate calculation and are calculated separately. The impact of significant discrete items is separately recognized in the quarter in which they occur. The tax benefit related to discrete items included in the tax provision for continuing operations for the three and nine-months ended September 24, 2016 were $2.1 million and $29.9 million, respectively, compared to a tax benefit of $7.5 million and $14.2 million, respectively, for the corresponding periods ended September 26, 2015.

The discrete amounts for the three-months ended September 24, 2016 consisted of foreign return-to-provision adjustments of $0.9 million, withholding tax on dividends of $0.7 million, the reversal of a prior quarter discrete item now included in the effective tax rate of $0.5 million, changes to the valuation allowance of our UK affiliate as a result of currency changes of $0.3 million, adjustments to our deferred tax account balances of $0.2 million as a result of the change in UK tax rates, and other adjustments of $0.2 million, partially offset by the US federal return-to-provision adjustment of $0.7 million.

The discrete amounts for the nine-months ended September 24, 2016 consisted of $29.4 million arising from the release of our valuation allowance, $2.3 million from the recognition of additional deferred tax assets, and $0.7 million related to the US federal return to provision adjustment, partially offset by a foreign return-to-provision adjustment of $0.8 million, withholding tax on dividends of $0.7 million, an out-of-period correction to our deferred tax balances of $0.5 million, current period interest expense on uncertain tax positions of $0.4 million and other adjustments of $0.1 million.

The discrete amounts for the three-months ended September 26, 2015 relate to favorable audit settlements in the US of $5.3 million, an out-of-period correction of an income tax payable account of $2.0 million and non-US income tax audit settlements of $0.2 million. The discrete amounts for the nine-months ended September 26, 2015 include the tax benefit of $12.9 million related to the favorable audit settlement in the US and the tax benefit for an out-of-period correction of an income tax payable account of $2.0 million, partially offset by tax expense arising from changes in uncertain tax positions of $0.7 million.

The effective tax rate for discontinued operations was 0.0% for the three and nine-months ended September 24, 2016 and also for the corresponding periods ended September 26, 2015.

Under ASC 740-10, we provide for uncertain tax positions and the related interest expense by adjusting unrecognized tax benefits and accrued interest accordingly. We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense. As of both September 24, 2016 and December 31, 2015, we had unrecognized tax benefits of $11.9 million.

F-82

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

The following table summarizes the components of the income tax (expense) benefit reported:


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Current Taxes
Federal	$	(5,341	)	$	3,514		$	(7,930	)	$	7,013
State		—			2			3			(178	)
Foreign		(8,136	)		(4,676	)		(17,867	)		(14,466	)

		(13,477	)		(1,160	)		(25,794	)		(7,631	)
Deferred Taxes
Foreign		(881	)		—			31,427			56

		(881	)		—			31,427			56

Income tax (expense) benefit for continuing operations		(14,358	)		(1,160	)		5,633			(7,575	)

Total (expense) benefit for income taxes	$	(14,358	)	$	(1,160	)	$	5,633		$	(7,575	)

The following is activity in our valuation allowance:


(amounts in thousands)	September 24, 2016			September 26, 2015
Balance at beginning of period	$	(318,690	)	$	(361,471	)
Valuation allowances established		(280	)		—
Changes to existing valuation allowances		9,137			2,242
Release of valuation allowances		29,983			—
Currency translation		2,399			2,602

Balance at end of period	$	(277,451	)	$	(356,627	)

During the third quarter 2016, we adjusted the existing valuation allowances as a result of the return-to-provision analysis for the US federal return and certain European subsidiaries in the amount of $0.7 million, which is included within the $9.1 million year-to-date activity above. During the second quarter 2016, we released a $29.9 million valuation allowance in the UK as we now expect to utilize existing net operating losses due to improved profitability in Europe. In addition, we established a $0.3 million valuation allowance for our St. Maarten subsidiary because, as a result of a change in facts, we have concluded the existing deferred tax asset is unlikely to be realized.

Deferred income taxes are provided for the temporary differences between the financial reporting bases and tax bases of our assets, liabilities and operating loss carryforwards. Deferred tax assets and liabilities, included in other assets and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets are as follows:


(amounts in thousands)	September 24, 2016			December 31, 2015
Deferred tax asset	$	50,698		$	21,698
Deferred tax liability		(10,397	)		(15,448	)

Net deferred tax asset	$	40,301		$	6,250

F-83

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 11. Segment Information

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting . We determined that we have three reportable segments, organized and managed principally by geographic region. Our reportable segments are North America, Europe and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the three reportable segments include the nature of business activities, the management structure accountable directly to the chief operating decision maker (CODM) for operating and administrative activities, the discrete financial information available and the information presented to the CODM. Management reviews net revenues and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: loss (income) from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (expense) benefit; depreciation and intangible amortization; interest expense, net; impairment and restructuring charges; gain on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation income (loss); other non-cash items; other items; and costs related to debt restructuring, debt refinancing, and the Onex Investment.

The following tables set forth certain reportable segment information relating to our operations:


(amounts in thousands)	North America			Europe			Australasia			Total Operating Segments			Corporate and Unallocated Costs			Total Consolidated
Three Months Ended September 24, 2016:
Total net revenues	$	559,672		$	246,933		$	141,548		$	948,153		$	—		$	948,153
Elimination of intersegment net revenues		(7,447	)		(58	)		(8,173	)		(15,678	)		—			(15,678	)

Net revenues from external customers	$	552,225		$	246,875		$	133,375		$	932,475		$	—		$	932,475
Depreciation and amortization		16,380			6,222			1,897			24,499			970		$	25,469
Impairment and restructuring charges		784			2,650			240			3,674			271			3,945
Adjusted EBITDA		78,207			31,431			17,088			126,726			(10,177	)		116,549
Capital expenditures		10,310			5,813			2,121			18,244			981			19,225
Segment assets	$	1,144,578		$	820,916		$	400,913		$	2,366,407		$	69,406		$	2,435,813
Three Months Ended September 26, 2015:
Total net revenues	$	547,771		$	243,907		$	101,888		$	893,566		$	—		$	893,566
Elimination of intersegment net revenues		(11,044	)		—			(8,191	)		(19,235	)		—			(19,235	)

Net revenues from external customers	$	536,727		$	243,907		$	93,697		$	874,331		$	—		$	874,331
Depreciation and amortization		14,838			6,260			1,349			22,447			736		$	23,183
Impairment and restructuring charges		2,275			(379	)		109			2,005			311			2,316
Adjusted EBITDA		68,036			25,067			12,352			105,455			(7,080	)		98,375
Capital expenditures		11,437			6,299			1,653			19,389			26			19,415
Segment assets	$	1,073,376		$	763,430		$	243,593		$	2,080,399		$	147,014		$	2,227,413

F-84

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015


(amounts in thousands)	North America			Europe			Australasia			Total Operating Segments			Corporate and Unallocated Costs			Total Consolidated
Nine Months Ended September 24, 2016:
Total net revenues	$	1,603,868		$	752,953		$	384,621		$	2,741,442		$	—		$	2,741,442
Elimination of intersegment net revenues		(23,983	)		(754	)		(23,075	)		(47,812	)		—			(47,812	)

Net revenues from external customers	$	1,579,885		$	752,199		$	361,546		$	2,693,630		$	—		$	2,693,630
Depreciation and amortization		49,890			19,015			5,505			74,410			3,108		$	77,518
Impairment and restructuring charges		3,334			4,531			409			8,274			771			9,045
Adjusted EBITDA		185,692			90,417			40,246			316,355			(25,256	)		291,099
Capital expenditures		30,709			12,458			16,769			59,936			2,540			62,476
Segment assets	$	1,144,578		$	820,916		$	400,913		$	2,366,407		$	69,406		$	2,435,813
Nine Months Ended September 26, 2015:
Total net revenues	$	1,522,288		$	728,484		$	298,403		$	2,549,175		$	—		$	2,549,175
Elimination of intersegment net revenues		(33,718	)		(660	)		(24,685	)		(59,063	)		—			(59,063	)

Net revenues from external customers	$	1,488,570		$	727,824		$	273,718		$	2,490,112		$	—		$	2,490,112
Depreciation and amortization		44,907			18,490			4,237			67,634			2,159		$	69,793
Impairment and restructuring charges		3,989			10,734			202			14,925			632			15,557
Adjusted EBITDA		158,755			71,628			29,951			260,334			(27,439	)		232,895
Capital expenditures		24,983			19,644			7,920			52,547			338			52,885
Segment assets	$	1,073,376		$	763,430		$	243,593		$	2,080,399		$	147,014		$	2,227,413

Reconciliations of net income (loss) to Adjusted EBITDA are as follows:


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Net income	$	44,016		$	41,651		$	124,513		$	70,609
Loss from discontinued operations, net of tax		2,741			570			2,845			2,045
Equity earnings of non-consolidated entities		(1,198	)		(640	)		(2,450	)		(1,233	)
Income tax expense (benefit)		14,358			1,160			(5,633	)		7,575
Depreciation and intangible amortization		25,469			23,183			77,518			69,793
Interest expense, net		18,547			17,917			53,725			40,549
Impairment and restructuring charges ^(a)		3,944			2,528			12,122			15,975
Loss (gain) on sale of property and equipment		73			314			(3,270	)		73
Stock-based compensation expense		4,867			3,199			14,944			8,672
Non-cash foreign exchange transaction/translation loss (gain)		401			(5,311	)		7,168			(4,215	)
Other non-cash items ^(b)		60			78			3,087			111
Other items ^(c)		3,270			13,713			6,519			22,733
Costs relating to debt restructuring, debt refinancing and the Onex investment ^(d)		1			13			11			208

Adjusted EBITDA	$	116,549		$	98,375		$	291,099		$	232,895

F-85

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

(a)	Impairment and restructuring charges above include charges relating to inventory and/or the manufacturing of our products that are included in cost of sales in the accompanying unaudited consolidated statements of operations. See Note 16— Impairment and Restructuring Charges .

(b)	Other non-cash items primarily include: for the nine-months ended September 24, 2016, (1) $2.6 million charge for the second quarter out-of-period European warranty liability adjustment and (2) charges of $0.4 million for Trend PPA inventory valuation adjustment.

(c)

Other items primarily include: (i) for the three-months ended September 24, 2016, (1) $2.1 million of professional fees related to the IPO process, (2) $0.5 million of acquisition costs, and (3) $0.2 million in legal costs associated with disposal of non-core properties in Europe; (ii) for the three-months ended September 26, 2015, (1) $11.4 million one-time payment to holders of vested options and restricted shares, (2) $1.1 million in acquisition costs, (3) $0.3 million in legal costs associated with disposal of non-core properties, and (4) $0.2 million related to a legal settlement from an environmental claim; (iii) for the nine-months ended September 24, 2016, (1) $2.4 million of professional fees related to the IPO process, (2) $1.5 million of acquisition costs, (3) $0.4 million in Dooria plant closure costs, (4) $0.3 million in legal costs associated with disposal of non-core properties, and (5) $0.3 million related to a legal settlement accrual for CMI; and (iv) for the nine-months ended September 26, 2015, (1) $11.7 million of stock compensation, including a one-time payment to holders of vested options and restricted shares, (2) $5.5 million related to a UK legal settlement, (3) $1.7 million in acquisition costs, (4) $1.4 million of legal costs related to non-core property disposal, (5) $0.9 million in production ramp-down costs, and (6) $0.4 million of legal costs related to our ESOP class action matters.

(d)	Includes non-recurring fees and expenses related to professional advisors, financial advisors and financial monitors retained in connection with the refinancing of our debt obligations and in connection with the Onex investment.

Note 12. Equity

Common Stock – We have the authority to issue 22,810,000 shares of common stock, with a par value of $0.01 per share (the “Total Common Stock”), of which 22,379,800 shares are designated common stock and 430,200 shares are designated as Class B-1 Common Stock. Each share of Total Common Stock (whether common stock or Class B-1 Common Stock) has the same rights, privileges, interest and attributes and is subject to the same limitations as every other share of Total Common Stock treating the Class B-1 Common Stock on an as-converted basis. Each share of Class B-1 Common Stock is convertible at the option of the holder into shares of common stock at the same ratio on the date of conversion as a share of Series A-1 Stock would have been convertible on such date of conversion, assuming that no cash dividends had been paid on the Series A-1 Stock (or its predecessor security) since the date of initial issuance.

Common stock on the accompanying unaudited consolidated balance sheets includes the par value of shares outstanding plus amounts recorded as additional paid-in capital. A summary of activity for common and B-1 Common shares outstanding for the year-to-date period ending September 24, 2016 was as follows:


	Common		B-1 Common
September 24, 2016
Beginning shares outstanding		1,620,840		6,186
Shares issued		1,202		5,281

Ending shares outstanding		1,622,042		11,467

F-86

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Shares outstanding above excludes the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 17,631 shares at both September 24, 2016 and December 31, 2015 with a total value of $12.4 million.

We use the specific identification method to account for repurchased shares and charge to retained earnings any excess of the purchase price over the original issuance price, unless there is an accumulated deficit in the preceding period, in which case the entire amount of the repurchases is charged to common stock. Shares are immediately retired upon repurchase.

On July 28, 2015, our Board of Directors authorized a distribution of $52.00 per share of common stock in which the Series A Convertible Preferred Stock and Class B-1 Common Stock would participate on an as-converted basis. The record date for the distribution was June 30, 2015 and totaled $84.9 million for holders of our common stock and Class B-1 Common Stock. We applied distributions totaling $14.4 million against principal and accrued interest on outstanding employee and director notes. Participating in the distribution were 1,608,893 common shares and 4,789 B-1 Common shares (7,112 as-converted common shares). The distributions were paid on or about July 31, 2015.

In October of 2015, we issued 7,680 shares of common stock valued at $2.0 million as part of the consideration paid for the purchase of certain assets and liabilities related to an acquisition.

Note 13. Convertible Preferred Shares

We have the authority to issue up to 8,750,000 shares of preferred stock, par value of $0.01, of which 8,749,999 shares are designated as Series A Convertible Preferred Stock and one share is designated as Series B Preferred Stock. Series A Stock consists of 2,922,634 shares of Series A-1 Stock, 208,760 shares of Series A-2 Stock, 843,132 shares of Series A-3 Stock, and 4,775,473 shares of Series A-4 Stock. At September 24, 2016 and December 31, 2015, all of the authorized shares of Series A-1, Series A-2, and Series A-3 Stock and one Series B Stock were issued and outstanding. The Series A Stock has a preferred annual dividend of 10% per annum. The cumulative dividends accrue continually and compound annually at the rate of 10% whether or not they have been declared and whether or not there are funds available for the payment. Preferred dividends are payable only when declared by the Board of Directors.

In June 2016, the Company, represented by directors not appointed by Onex, settled indemnification claims under the 2011 and 2012 Stock Purchase Agreements with Onex. As a result of this agreement, the Company refunded $23.7 million of the issuance price agreed to in the 2011 and 2012 Stock Purchase Agreements in August 2016. The refund was recorded as a reduction in the carrying value of the Convertible Preferred shares in the accompanying consolidated balance sheets.

During the third quarter of 2015, the holders of the 3,974,525 shares of Series A Stock (5,245,494 as-converted common shares) received $272.8 million through participation in the $52.00 per share of Common Stock distribution (see Note 12— Equity ). The Board of Directors authorized an additional distribution of $62.4 million to holders of Series A Stock representing dividends accrued between January 1, 2015 and July 31, 2015. Total distributions for holders of our Series A Stock were $335.2 million, were paid

F-87

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

on or about July 31, 2015, and were recorded as reductions to the carrying value of the Series A Stock. Cumulative undeclared and unpaid preferred stock dividends totaled $409.5 million as of September 24, 2016 and $325.0 million as of December 31, 2015.

Note 14. Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted earnings per share attributable to common stockholders adjusts the basic earnings per share attributable to common stockholders and the weighted-average number of shares of common stock outstanding for the potential dilutive impact of stock options and warrants, using the treasury-stock method, and convertible preferred stock using the as-if-converted method. For purposes of the diluted earnings (loss) per share calculation, our Series A Stock, Common Stock Options, Class B-1 Common Stock Options, and unvested Common Restricted Stock Units are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share if their effect would be anti-dilutive.

The reconciliations of the numerators and denominators of the basic and diluted earnings (loss) per share computations are as follows (in thousands, except share and per share amounts):


	Three Months Ended						Nine Months Ended
	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Earnings (loss) per share – basic:
Numerator:
Income from continuing operations	$	45,559		$	41,581		$	124,908		$	71,421
Equity earnings of non-consolidated entities		1,198			640			2,450			1,233

Income from continuing operations and equity earnings of non- consolidated entities		46,757			42,221			127,358			72,654
Undeclared Series A Convertible Preferred Stock dividends		(30,107	)		(16,852	)		(84,514	)		(16,852	)
Series A Convertible Preferred Stock dividends paid		—			(62,418	)		—			(62,418	)
Distributions on Series A Convertible Preferred Stock		—			(272,766	)		—			(272,766	)
Deemed dividend on Series A Convertible Preferred Stock from Settlement Agreement		—			—			(23,701	)		—

Income (loss) attributable to common shareholders from continuing operations		16,650			(309,815	)		19,143			(279,382	)
Loss from discontinued operations, net of tax		(2,741	)		(570	)		(2,845	)		(2,045	)

Net income (loss) attributable to common shareholders – basic	$	13,909		$	(310,385	)	$	16,298		$	(281,427	)

Denominator:
Weighted-average outstanding shares of common stock basic		1,636,475			1,616,083			1,633,198			1,677,121
Earnings (loss) per share:
Income (loss) from continuing operations	$	10.17		$	(191.71	)	$	11.72		$	(166.58	)
Loss from discontinued operations	$	(1.67	)	$	(0.35	)	$	(1.74	)	$	(1.22	)

Net income (loss)	$	8.50		$	(192.06	)	$	9.98		$	(167.80	)

F-88

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015


	Three Months Ended						Nine Months Ended
	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Earnings (loss) per share – diluted:
Numerator:
Net income (loss) attributable to common shareholders – basic	$	13,909		$	(310,385	)	$	16,298		$	(281,427	)
Add: income (loss) attributable to Series A Convertible Preferred Stock		30,107			—			—			—
Add: Deemed dividend on Series A Convertible Preferred Stock from Settlement Agreement		—			—			—			—

Net income (loss) attributable to common shareholders – diluted	$	44,016		$	(310,385	)	$	16,298		$	(281,427	)

Denominator:
Weighted-average outstanding shares of common stock basic		1,636,475			1,616,083			1,633,198			1,677,121
Dilutive convertible preferred stock		5,734,468			—			—			—
Options to purchase common stock		332,442			—			290,143			—

Weighted-average shares outstanding – diluted		7,703,385			1,616,083			1,923,341			1,677,121

Earnings (loss) per share:
Income (loss) from continuing operations	$	6.07		$	(191.71	)	$	9.95		$	(166.58	)
Loss from discontinued operations	$	(0.36	)	$	(0.35	)	$	(1.48	)	$	(1.22	)

Net income (loss)	$	5.71		$	(192.06	)	$	8.47		$	(167.80	)

Class B-1 Common Stock is considered a participating security as defined by ASC 260. However, the effect of utilizing the two-class method to allocate earnings to the weighted average shares of Class B-1 Common Stock outstanding on an as-converted basis for the three and nine-months ended September 24, 2016 and September 26, 2015, respectively, has an immaterial effect on our income (loss) per share. Therefore, we have elected to forgo the two-class method and separate presentation of income (loss) per share for each participating class of common stock.

The following table presents the anti-dilutive shares excluded from the calculations of diluted earnings per share:


	Three Months Ended				Nine Months Ended
	September 24, 2016		September 26, 2015		September 24, 2016		September 26, 2015
Series A Convertible Preferred Stock		—		3,974,525		3,974,525		3,974,525
Anti-dilutive options to purchase common stock		64,401		407,990		96,151		407,990
Restricted stock units		—		14,876		—		14,876

Note 15. Stock Compensation

We recorded share-based compensation expense of $4.9 million and $15.0 million in the three-months and nine-months ended September 24, 2016, respectively, and $14.6 million and $20.4 million in the corresponding periods of 2015, respectively. During the third quarter of 2015, we recorded $11.4 million of share-based compensation associated with a payment to participants in our stock incentive plan. This payment consisted of $52.00 per vested common option, $77.22 per vested B-1 common option and $52.00

F-89

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

per restricted stock unit. In addition, we modified the terms of unvested options, reducing the exercise prices by $52.00 and $77.22 for common and B-1 common options, respectively, resulting in additional share-based compensation expense of $0.9 million in the third quarter of 2015. The weighted average exercise price at September 26, 2015 was $156.60 after the modification. Key assumptions used in valuing the option modification were as follows:


Expected volatility range			36.02% – 51.19%
Expected preferred stock dividend rate			10.00%
Weighted average term (in years)			1.60 – 5.72
Risk free rate			0.54% – 1.75%

The unrecognized compensation expense related to unvested share-based compensation arrangements was $29.8 million and $21.3 million at September 24, 2016 and September 26, 2015, respectively. The compensation expense is expected to be recognized over the remaining weighted-average vesting period of 2.2 years.

The following table summarizes stock option and RSU activity:


Period ended September 24, 2016	Three Months Ended				Nine Months Ended
	Shares		Weighted Average Exercise Price Per Share		Shares		Weighted Average Exercise Price Per Share
Options granted		—		—		33,400		408.38
Options cancelled		7,128		209.04		25,344		185.88
Options exercised		5,080		196.28		8,866		203.23
RSU’s granted		—		—		2,500		—

Period ended September 26, 2015	Three Months Ended				Nine Months Ended
	Shares		Weighted Average Exercise Price Per Share		Shares		Weighted Average Exercise Price Per Share
Options granted		—		—		16,800		221.92
Options cancelled		20,416		219.26		63,354		225.26
Options exercised		342		225.36		5,110		246.09
RSU’s granted		—		—		500		—

Note 16. Impairment and Restructuring Charges

Closure costs and impairment charges for operations not qualifying as discontinued operations are classified as impairment and restructuring charges.

In fiscal year 2016, our impairment and restructuring charges consisted of the following:

•

In the third quarter of 2016, we incurred impairment and restructuring costs of $3.9 million, including a $1.0 million impairment on a held-for-sale building in Europe and ongoing personnel restructuring, primarily in Europe.

•

In the second quarter of 2016, we incurred impairment and restructuring costs of $2.1 million, including $1.1 million of restructuring costs in Europe related to the closure of a manufacturing plant in Sweden and restructuring of corporate personnel.

F-90

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

•

In the first quarter of 2016, we incurred impairment and restructuring costs of $3.0 million, primarily related to ongoing global personnel restructuring.

In fiscal year 2015, our impairment and restructuring charges consisted of the following:

•

In the third quarter of 2015, we fully impaired an equity investment and related notes receivable totaling $1.5 million. The remaining restructuring costs of $1.3 million primarily related to personnel restructuring in North America, offset by $0.5 million in restructuring income related to reduced estimates for final restructuring expenses in our French operations.

•

In the second quarter of 2015, we incurred impairment and restructuring costs of $1.4 million in Europe with the remaining restructuring costs of $1.8 million primarily related to personnel restructuring in North America.

•

In the first quarter of 2015, we incurred impairment and restructuring costs of $10.0 million, primarily related to restructuring in our French operations.

The table below summarizes the amounts included in impairment and restructuring charges in the accompanying unaudited consolidated statements of operations:


	Three Months Ended				Nine Months Ended
(amounts in thousands)	September 24, 2016		September 26, 2015		September 24, 2016		September 26, 2015
Closed operations	$	1,041	$	332	$	1,041	$	332
Continuing operations		—		1,360		895		1,520

Total impairments		1,041		1,692		1,936		1,852
Restructuring charges, net of fair value adjustment gains		2,904		624		7,109		13,705

Total impairment and restructuring charges	$	3,945	$	2,316	$	9,045	$	15,557

The following is a summary of the restructuring accruals recorded and charges incurred during the nine-month periods ending September 24, 2016 and September 26, 2015:


(amounts in thousands)	Beginning Accrual Balance		Additions Charged to Expense			Payments or Utilization			Ending Accrual Balance
September 24, 2016
Severance and sales restructuring costs	$	5,424	$	6,012		$	(9,233	)	$	2,203
Disposal of property and equipment		—		(71	)		71			—
Other		3,083		1,168			(1,587	)		2,664

	$	8,507	$	7,109		$	(10,749	)	$	4,867

September 26, 2015
Severance and sales restructuring costs	$	5,210	$	10,327		$	(8,242	)	$	7,295
Disposal of property and equipment		—		64			(64	)		—
Other		2,470		3,313			(2,802	)		2,981

	$	7,680	$	13,704		$	(11,108	)	$	10,276

F-91

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 17. Other (Expense) Income


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Foreign currency losses	$	(1,051	)	$	9,411		$	(5,942	)	$	8,346
(Loss) gain on sale of property and equipment		(162	)		(405	)		3,054			(344	)
Legal settlement income		8,186			—			9,646			293
Other items		758			817			2,202			1,684

	$	7,731		$	9,823		$	8,960		$	9,979

In July 2016, we entered into a confidential settlement agreement on a commercial matter in our North America segment that originated in 2011 and received $8.4 million under the agreement. We recorded the gain associated with this settlement in other income in the accompanying unaudited consolidated statements of operations.

Note 18. Derivative Financial Instruments

All derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values. For derivatives designated as hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in consolidated other comprehensive income (loss), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in the consolidated statements of operations. Changes in the fair value of a derivative that do not meet the criteria for designation as a fair value or cash flow hedge at inception, or fail to meet the criteria thereafter, are also recognized in the consolidated statements of operations.

Foreign currency derivatives – We are exposed to the impact of foreign currency fluctuations in certain countries in which we operate. In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To the extent borrowings, sales, purchases, revenues, expenses or other transactions are not executed in the local currency of the operating unit, we are exposed to currency risk. In order to mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars and cross-currency swaps. We use foreign currency derivative contracts, with a total notional amount of $42.6 million, in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We use foreign currency derivative contracts, with a total notional amount of $127.4 million, to hedge the effects of translation gains and losses on intercompany loans and interest. We also use foreign currency derivative contracts, with a total notional amount of $128.0 million, to mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars. We do not use derivative financial instruments for trading or speculative purposes. Hedge accounting was not elected for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other (expense) income. For the three and nine-month periods ended September 24, 2016, we recorded mark-to-market losses of $0.7 million and $9.2 million, respectively, and we recorded mark-to-market gains of $6.7 million and $7.8 million in the corresponding periods of 2015.

F-92

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Interest rate swap derivatives – We are exposed to interest rate market risk in connection with our variable rate long-term debt. During the fourth quarter of 2014, we entered into interest rate swap agreements to manage this risk. The interest rate swaps mature in September 2019 and are forward-starting, with half of the $546.0 million aggregate notional amount having become effective in September 2015, and the other half becoming effective in calendar September 2016. On July 1, 2015, we amended our $775.0 million term loan credit facility, and we received an additional $480.0 million in long-term borrowings. In conjunction with the issuance of the incremental term loan debt, we entered into additional interest rate swap agreements to manage our increased exposure to the interest rate market risk associated with variable rate long-term debt. The additional interest rate swaps mature in September 2019 and are forward-starting, with half of the $426.0 million aggregate notional amount having become effective in June 2016 and the other half becoming effective in December 2016.


Period	Notional (000s)		Fixed Rate
September 2015 - September 2019	$	273,000		1.997	%
September 2016 - September 2019	$	273,000		2.353	%
June 2016 - September 2019	$	213,000		2.126	%
December 2016 - September 2019	$	213,000		2.281	%

The entire pre-tax mark-to-market gain of $0.8 million and loss of $11.8 million relating to these swap agreements was recorded in consolidated other comprehensive income (loss) for the three and nine-month periods ended September 24, 2016, respectively, as no portion was deemed ineffective. The entire pre-tax mark-to-market loss of $9.6 million and $12.8 million relating to these swap agreements was recorded in consolidated other comprehensive income (loss) for the three and nine-month periods ended September 26, 2015, respectively, as no portion was deemed ineffective. We recorded $1.3 million and $2.6 million of interest expense from the interest rate swaps that were effective in the three and nine-month periods ended September 24, 2016, respectively.

F-93

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

The fair values of derivative instruments held as of September 24, 2016 and December 31, 2015 are as follows:


	Asset derivatives
(amounts in thousands)	B/S Location		September 24, 2016 Fair Value		December 31, 2015 Fair Value
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		other current assets	$	3,045	$	6,957
		other assets		18		—

	Liability derivatives
	B/S Location		September 24, 2016 Fair Value		December 31, 2015 Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts		accrued expenses	$	7,374	$	4,353
		deferred credits and other liabilities		14,645		5,895
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		accrued expenses	$	5,688	$	381

Note 19. Fair Value Measurements

A valuation hierarchy consisting of three levels was established based on observable and non-observable inputs. The three levels of inputs are:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 3 – Significant inputs to the valuation model that are unobservable.

F-94

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

The recorded fair values of these instruments were as follows:


	September 24, 2016
(amounts in thousands)	Level 1		Level 2			Level 3		Total Fair Value
Cash and equivalents	$	—	$	6,657		$	—	$	6,657
Derivative assets		—		3,063			—		3,063
Derivative liabilities		—		(27,707	)		—		(27,707	)

Total	$	—	$	(17,987	)	$	—	$	(17,987	)


	December 31, 2015
(amounts in thousands)	Level 1		Level 2			Level 3		Total Fair Value
Cash and equivalents	$	—	$	8,152		$	—	$	8,152
Derivative assets		—		6,957			—		6,957
Derivative liabilities		—		(10,629	)		—		(10,629	)

Total	$	—	$	4,480		$	—	$	4,480

Our non-financial assets and liabilities that are measured at fair value on a non-recurring basis are presented below.


(amounts in thousands)	September 24, 2016
	Level 1		Level 2		Level 3		Fair Value		Total Losses
Closed operations	$	—	$	—	$	935	$	935	$	1,041
Continuing operations		—		—		281		281		603

Total	$	—	$	—	$	1,216	$	1,216	$	1,644


(amounts in thousands)	December 31, 2015
	Level 1		Level 2		Level 3		Fair Value		Total Losses
Closed operations	$	—	$	—	$	747	$	747	$	497
Continuing operations		—		—		443		443		21

Total	$	—	$	—	$	1,190	$	1,190	$	518

The valuation methodologies for the level 3 items are based primarily on internal cash flow projections.

Note 20. Fair Value of Financial Instruments

F-95

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

fair values of these financial instruments approximate their recorded values as of September 24, 2016 and December 31, 2015 due to their short-term nature, variable interest rates and mark-to-market accounting for derivative contracts. The fair values of fixed rate long-term receivables and debt were evaluated using a discounted cash flow analysis and using market interest rates. The fair value of long-term receivables and long-term fixed rate debt approximated carrying values at September 24, 2016.

Note 21. Commitments and Contingencies

Litigation – We are involved in various legal proceedings encountered in the normal course of business and accrue for loss amounts on legal matters when it is probable a liability has been incurred and the amount of liability can be reasonably estimated. Legal judgments and estimated settlements have been included in accrued expenses in the accompanying unaudited consolidated balance sheets.

Except as noted in the legal cases described below, as of September 24, 2016, there are no current proceedings or litigation matters involving the Company or its property that we believe could have a material adverse impact on our business, financial condition, results of operations or cash flows.

Steves and Sons Inc. vs JELD-WEN – We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves and Sons, Inc., or “Steves,” filed a claim against JELD-WEN, Inc. in the United States District Court for the Eastern District of Virginia, Richmond Division. The complaint alleges that our acquisition of CraftMaster Manufacturing Inc., together with subsequent price increases and termination of the contract, violated antitrust laws and constituted a breach of contract, breach of warranty, and tort. The complaint seeks injunctive relief, ordinary and treble damages, and declaratory relief. We believe Steves’ claims lack merit and intend to defend vigorously against this action.

United Kingdom – In the fourth quarter of 2012, a UK court issued an order authorizing the “reopening” of a liquidation proceeding of a former subsidiary. As part of these proceedings and pursuant to this order, we repaid an alleged preference payment of £0.4 million ($0.6 million). The creditor also filed a lawsuit in U.S. District Court (Oregon), and included a JELD-WEN director in that suit, seeking to assess liability to the Company for any and all losses incurred as a result of the leasehold obligations which were disclaimed by the former subsidiary in the prior liquidation proceeding. The amount demanded by the creditor in the U.S. District Court action was $50.0 million. In April 2015, we reached agreement with applicable parties resulting in our recording a $17.3 million liability to the plaintiff in other accrued expenses and $11.5 million in accounts receivable from the insurance carriers and the other third party in March 2015. In June 2015, we paid $5.8 million in cash to fully settle the lawsuits in the UK and U.S. District Court.

ESOP – The JELD-WEN ESOP Plan, Administrative Committee, and individual trustees were sued by three separate groups of former employees and members of the ESOP for alleged violations relating to the management and distribution of the ESOP funds. These matters were pled as class actions and none of the cases were certified. In January 2015, we executed settlement agreements with applicable parties resulting in our recording $5.0 million in settlement expense in December 2014. Pursuant to the agreements, we accrued a $15.7 million liability to the plaintiffs in other accrued expenses and a $10.7 million insurance receivable in accounts receivable. In June 2015 we paid all settlement funds into an escrow account. On October 19, 2015, the court provided final approval of the settlement in all respects. The funds are expected to be distributed to claimants in 2016.

F-96

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $3.0 million and $250.0 million for domestic product liability risk and exposures between $0.5 million and $250.0 million for auto, general liability, personal injury and workers’ compensation. We have no stop gap coverage on claims covered by our self-insured domestic employee medical plan and are responsible for all claims thereunder. We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience. Actual self-insurance losses may vary significantly from these estimates. At September 24, 2016 and December 31, 2015, our accrued liability for self-insured risks was $73.1 million and $70.2, respectively.

Indemnifications – At September 24, 2016, we had commitments related to certain representations made on contracts for the purchase or sale of businesses or property. These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded liabilities, warranty matters, employment benefit plans, income tax matters or environmental exposures. These guarantees or indemnification responsibilities typically expire within one to three years. We are not aware of any material amounts claimed or expected to be claimed under these indemnities. From time to time and in limited geographic areas we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying unaudited consolidated balance sheets.

F-97

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015


(amounts in thousands)	September 24, 2016		December 31, 2015
Discontinued operations	$	85	$	205
Self-insurance workers’ compensation		17,914		16,426
Liability and other insurance		15,884		18,064
Environmental		14,086		13,917
Other		10,089		10,279

	$	58,058	$	58,891

Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and present laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses in the accompanying unaudited consolidated balance sheets and totaled $0.5 million and $0.7 million at September 24, 2016 and December 31, 2015, respectively. There were no long-term environmental liabilities at both September 24, 2016 and December 31, 2015.

Everett, Washington WADOE Action – In 2008, we entered into an Agreed Order with the Washington Department of Ecology (WADOE) to assess historic environmental contamination at our former manufacturing site in Everett, Washington. As part of this order, we also agreed to develop a Cleanup Action Plan (CAP) identifying remediation options and the feasibility thereof. We are currently working with WADOE to finalize our assessment and draft CAP. We estimate the remaining cost to complete our assessment and develop the CAP at $0.5 million which we have fully accrued. We are working with insurance carriers who provided coverage to a previous owner and operator of the site, and at this time we cannot reasonably estimate the cost associated with any remedial action we would be required to undertake and have not provided for any remedial action in our accompanying unaudited consolidated financial statements. Should extensive remedial action ultimately be required, and if those costs are not found to be covered by insurance, the cost of remediation could have a material adverse effect on our results of operations and cash flows.

Everett, Washington NRD Action – In November 2014, we received a letter from the Natural Resource Damage Trustee Council (NRD), a Federal Agency, regarding a potential multi-party settlement of an impending damage claim related to historic environmental contamination on a site we sold in December 2013. In September 2015 we entered into a settlement agreement under which we will pay $1.2 million to settle the claim. Of the $1.2 million, the prior insurance carrier for the site has agreed to fund $1.0 million of the settlement. All amounts related to the settlement are fully accrued and we do not expect to incur any further significant loss related to the settlement of this matter.

F-98

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

In 2015, we entered into a Consent Order and Agreement, or COA, with the Pennsylvania Department of Environmental Protection, or PaDEP, to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site. The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc. and PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2022. There is currently $10.7 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2022, then the bonds will be forfeited and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated then we may not be able to meet such deadlines.

Service Agreements – In February 2015, we entered into a strategic servicing agreement with a third party vendor to identify and execute cost reduction opportunities. The agreement provided for a tiered fee structure directly tied to cost savings realized. This contract terminated pursuant to its own terms on December 31, 2015, and we have accrued and will continue to incur fees associated with this agreement based upon realized cost savings from opportunities identified during the agreement.

Employee Stock Ownership Plan – We provide cash to our U.S. ESOP plan in order to fund required distributions to participants. No additional funding for distributions is expected for 2016.

Note 22. Employee Retirement and Pension Benefits

U.S. Defined Benefit Pension Plan – Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees. The components of pension expense, as recorded in the accompanying unaudited consolidated statements of operations, are summarized below:


(amounts in thousands)	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Components of pension benefit expense—U.S. benefit plan
Service cost	$	800		$	500		$	2,400		$	1,500
Interest cost		4,100			4,000			12,300			12,000
Expected return on plan assets		(5,050	)		(5,300	)		(15,150	)		(15,900	)
Amortization of net actuarial pension loss		3,075			3,075			9,225			9,225

Pension benefit expense	$	2,925		$	2,275		$	8,775		$	6,825

We made no required contributions to our U.S. defined benefit pension plan during the three and nine-months ended September 24, 2016 and $6.5 million and $14.3 million during the three and nine-months ended September 26, 2015, respectively. The Plan currently exceeds the Pension Protection Act of 2006 guidelines, and expects to be in excess of the guidelines in the near future, therefore, no future contributions are required.

F-99

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 23. Supplemental Cash Flow Information


	Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015
Non-cash Investing Activities
Property, equipment and intangibles purchased in accounts payable	$	2,576		$	815
Notes receivable and accrued interest from employees and directors settled with return of JWH stock		—			49
Customer accounts receivable converted to notes receivable		794			133
Cash Financing Activities
Stock repurchases	$	—		$	32,520
Repurchase of ESOP shares to fund distribution		—			12,127

Common stock purchased	$	—		$	44,647

Borrowings on notes payable	$	—		$	503
Payments on notes payable		(135	)		(3,877	)

Change in notes payable	$	(135	)	$	(3,374	)

Note 24. Subsequent Events

On October 20, 2016 we completed the sale of the assets of Silver Mountain Resort and real estate. See Note 3 – Discontinued Operations and Divestitures .

On November 1, 2016 we increased borrowings under our existing term loan credit facility and amended certain of its terms. We borrowed an incremental $375 million and refinanced the previously outstanding $1,236.6 million for a consolidated total of $1,611.6 million. Included in the amendments were a new margin grid and a single maturity of July 1, 2022. The proceeds from the incremental term loan borrowings, along with cash on hand and/or borrowings on our revolving credit facility, are being used to fund a distribution of approximately $400 million to shareholders and holders of equity awards. The offering price of the incremental term loan debt was 99.75% of par. The consolidated term loan bears interest at LIBOR (subject to a floor of 1.00%) plus a margin of up to 3.75%, depending on our total net leverage ratio, and requires quarterly principal repayment beginning in March 2017. We incurred $7.5 million of debt issuance costs related to the new credit facility.

We have evaluated subsequent events from the balance sheet date through November 7, 2016, the date at which the financial statements were available to be issued, and determined that there are no other items to disclose.

F-100

LOGO

Through and including , 2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution

The following table sets forth all the costs and expenses, other than underwriting discounts, payable in connection with the sale of the shares of common stock being registered hereby. Except as otherwise noted, the registrant will pay all of the costs and expenses set forth in the following table. All amounts shown below are estimates, except the SEC registration fee, the FINRA filing fee and the stock exchange listing fee:


	Amount
SEC registration fee	$	10,070
FINRA filing fee		15,500
Stock exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous expenses		*

Total	$	*

*	To be filed by amendment.

Item 14.

Indemnification of Directors and Officers

Section 102 of the DGCL allows a corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit. The registrant’s certificate of incorporation contains a provision which eliminates directors’ personal liability as set forth above.

The registrant’s certificate of incorporation and bylaws provide in effect that the registrant shall indemnify its directors and officers to the extent permitted by the Delaware law. Section 145 of the DGCL provides that a Delaware corporation has the power to indemnify its directors, officers, employees, and agents in certain circumstances. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the

II-1

defense or settlement of such action or suit provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 further provides that to the extent that a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided by Section 145 shall not be deemed exclusive of any other rights to which the party seeking indemnification may be entitled; that the corporation is empowered to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145; and that, unless indemnification is ordered by a court, the determination that indemnification under subsections (a) and (b) of Section 145 is proper because the director, officer, employee or agent has met the applicable standard of conduct under such subsections shall be made by (1) a majority vote of the directors who are not parties to such action, suit or proceeding (or a committee of such directors designated by majority vote of such directors), even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

The right to indemnification conferred by the registrant’s certificate of incorporation and bylaws also includes the right to be paid the expenses (including attorneys’ fees) incurred by a present or former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding in advance of its final disposition, provided, however, that if the Delaware law requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer shall be made only upon delivery to the registrant of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under the registrant’s certificate of incorporation, bylaws, or otherwise.

In addition, the registrant intends to enter into indemnification agreements with each of its directors and certain of its officers, a form of which is filed as Exhibit 10.25 to this Registration Statement. These agreements require the registrant to indemnify such persons to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the registrant, and to advance expenses incurred as a result of any action, suit, or proceeding against them as to which they could be indemnified.

The registrant has in effect insurance policies for general officers’ and directors’ liability insurance covering all of its officers and directors.

Item 15.

Recent Sales of Unregistered Securities

The information presented in this Item 15 does not give effect to the -for-1 stock split that will be effected upon closing of this offering. Since January 1, 2013, we have made the following sales of unregistered securities:

Series A Convertible Preferred Stock Issuances

On April 30, 2013, we issued 843,131.54 shares of our Series A Convertible Preferred Stock to 28 accredited investors in connection with the conversion of the then-outstanding convertible preferred notes for a price of $84.97 per share. See “Business—Our History”.

II-2

Acquisitions

On October 24, 2015, we issued 7,680 shares of our common stock in connection with our acquisition of all the assets of a company at a purchase price of $260.42 per share.

Plan-Related Issuances

From January 1, 2013 through March 31, 2016, we granted to our directors, officers, employees, consultants, and other service providers options to purchase 287,707 and 498,373 shares of our common stock and B-1 Common Stock with per share exercise prices ranging from $206.72 to $266.40 under our 2011 Stock Plan, which excludes options to purchase 283,088 shares of our common stock which have been forfeited and are no longer outstanding.

From May 16, 2013 through May 4, 2016, we issued to our directors, officers, employees, consultants, and other service providers an aggregate of 2,384 shares of our common stock at per share purchase prices ranging from $206.72 to $268.99 and an aggregate of 7,601 shares of our B-1 Common Stock at a per share purchase prices ranging from $185.43 to $406.18 pursuant to exercises of options granted under our 2011 Stock Plan.

From October 29, 2014 through February 1, 2016, we granted to our directors, officers, employees, consultants, and other service providers an aggregate of 37,816 RSUs to be settled in shares of our common stock under our 2011 Stock Plan.

Other Common Stock Issuances

On March 27, 2015, we issued 1,136 shares of our common stock to one of our executive officers at a purchase price of $220.00 per share.

On December 14, 2015, we issued 2,000 shares of our common stock to one of our executive officers at a purchase price of $260.41 per share.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

In addition, on May 31, 2016, our capital stock was reclassified in connection with our conversion from an Oregon corporation into a Delaware corporation, and, in connection with this offering, our Series A Convertible Preferred Stock was exchanged for shares of common stock, our Class B-1 Common Stock converted into shares of common stock and our Series B Preferred Stock was cancelled.

Item 16.

Exhibits and Financial Statement Schedules

(a)

Exhibits.

The Exhibits filed herewith are set forth on the Index to Exhibits filed as a part of this Registration Statement beginning on page II-7 hereof.

(b)

Financial Statement Schedules.

Schedule I—Condensed Financial Information (parent company only)

II-3

All other financial statement schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

Item 17.

Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 16th day of November, 2016.


JELD-WEN HOLDING, INC.

By:		/s/ L. Brooks Mallard
		L. Brooks Mallard
		Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Mark A. Beck	Chief Executive Officer, President, and Director (Principal Executive Officer)	November 16, 2016

/s/ L. Brooks Mallard L. Brooks Mallard	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 16, 2016

* Kirk Hachigian	Executive Chairman	November 16, 2016

* Roderick C. Wendt	Vice Chairman	November 16, 2016

* Anthony Munk	Director	November 16, 2016

* Bruce Taten	Director	November 16, 2016

* Martha (Stormy) Byorum	Director	November 16, 2016

* Matthew Ross	Director	November 16, 2016

* Patrick Tolbert	Director	November 16, 2016

II-5


Signature	Title	Date

* Steven E. Wynne	Director	November 16, 2016


*By:		/s/ L. Brooks Mallard
		L. Brooks Mallard
		Attorney-in-fact

II-6

INDEX TO EXHIBITS


Exhibit No.		Exhibit Description

1.1*		Form of Underwriting Agreement.

3.1*		Certificate of Incorporation of JELD-WEN Holding, Inc., as amended.

3.2*		Bylaws of JELD-WEN Holding, Inc.

3.3*		Form of Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc., to be effective upon the listing of our common stock on the New York Stock Exchange.

3.4*		Form of Amended and Restated Bylaws of JELD-WEN Holding, Inc., to be effective upon the listing of our common stock on the New York Stock Exchange.

4.1*		Specimen Common Stock Certificate of JELD-WEN Holding, Inc.

5.1*		Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

10.1		Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated October 15, 2014.

10.1.1		Amendment No. 1 to Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated July 1, 2015.

10.1.2**		Amendment No. 2 to Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., Karona, Inc., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated November 1, 2016.

10.2		Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., Onex BP Finance LP, the other guarantors party thereto, Bank of America, N.A. and the lenders party thereto, dated October 15, 2014.

10.2.1		Amendment No. 1 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., Onex BP Finance LP, the subsidiary guarantors party thereto, Bank of America, N.A., and the lenders party thereto, dated July 1, 2015.

10.2.2**		Amendment No. 2 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc. the subsidiary guarantors party thereto, Onex BP Finance LP, Bank of America, N.A., and the lenders party thereto, dated November 1, 2016.

10.3*		Stock Purchase Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP and the other investors party thereto, dated August 30, 2012.

10.3.1*		Amendment to Stock Purchase Agreements, among JELD-WEN Holding, Inc. and Onex Partners III LP, dated April 3, 2013.

10.3.2*		Amendment to Stock Purchase Agreement, among JELD-WEN Holding, Inc. and Onex Partners III LP, dated May 31, 2016.

10.4*		Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC and 1597257 Ontario Inc., dated July 29, 2011.

10.4.1*		Amendment No. 1 to Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc. and Onex Partners III LP, dated September 1, 2011.

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Exhibit No.		Exhibit Description

10.4.2*		Amendment to Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc. and Onex Partners III LP, dated May 31, 2016.

10.5*		Shareholders Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex American Holdings II LLC, BP EI LLC and the persons listed on Schedule A thereto, dated October 3, 2011.

10.5.1*		First Amendment to Shareholders Agreement, among JELD-WEN Holding, Inc. Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc. and the other parties thereto, dated August 30, 2012.

10.5.2*		Second Amendment to Shareholders Agreement, among JELD-WEN Holding, Inc. Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, New PCo Investments II Ltd., and the other parties thereto, dated February 7, 2014.

10.5.3*		Third Amendment to Shareholders Agreement, among JELD-WEN Holding, Inc. Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, New PCo Investments II Ltd., and the other parties thereto, dated May 31, 2016.

10.6*		Registration Rights Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc., and the persons listed on Schedule A thereto, dated October 3, 2011.

10.6.1*		Amendment to Registration Rights Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc. and the other parties thereto, dated May 31, 2016.

10.7*+		Employment Agreement, by and between JELD-WEN Holding, Inc., JELD-WEN, Inc. and Mark A. Beck, dated November 10, 2015.

10.8*+		Management Employment Agreement, by and between JELD-WEN, Inc. and Kirk S. Hachigian, dated March 31, 2014.

10.9*+		Management Employment Agreement, by and between JELD-WEN, Inc. and L. Brooks Mallard, dated October 30, 2014.

10.10*+		Management Transition Agreement, by and between JELD-WEN Holding, Inc. and L. Brooks Mallard, dated November 30, 2015.

10.11*+		Management Employment Agreement, by and between JELD-WEN, Inc. and John Dinger, dated November 30, 2015.

10.12*+		Management Transition Agreement, by and between JELD-WEN, Inc. and John Dinger, dated November 30, 2015.

10.13*+		Executive Employment Agreement, by and between JELD-WEN UK, Ltd. and Peter Maxwell, dated June 5, 2015.

10.14*+		Management Transition Agreement, by and between JELD-WEN, Inc. and Peter Maxwell, dated November 30, 2015.

10.15*+		Executive Service Agreement, by and between JELD-WEN Australia Pty, Ltd. and Peter Farmakis, dated June 28, 2013.

II-8


Exhibit No.		Exhibit Description

10.16*+		Management Transition Agreement, by and between JELD-WEN, Inc. and Peter Farmakis, dated November 30, 2015.

10.17*+		Management Employment Agreement, by and between JELD-WEN, Inc. and Mark Thurman, dated January 1, 2014.

10.18*+		Supplemental Management Employment Agreement, by and between JELD-WEN, Inc. and Mark Thurman, dated May 12, 2015.

10.19*+		Amended Management Employment Agreement, by and between JELD-WEN, Inc. and Barry Homrighaus, dated April 14, 2014.

10.20*+		Transition Plan Letter, by and between JELD-WEN, Inc. and Barry Homrighaus, dated February 10, 2015.

10.21*+		JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan, dated May 31, 2016.

10.22*+		Form of Nonstatutory Common Stock Option Agreement.

10.23*+		Form of Nonstatutory Class B-1 Common Stock Option Agreement.

10.24*+		Form of Restricted Stock Unit Award Agreement.

10.25		Form of Indemnification Agreement.

10.26*		Consulting Agreement, by and between JELD-WEN Holding, Inc. and Onex Partners Manager LP, dated October 3, 2011.

10.27*		Form of Tax Receivable Agreement.

21.1*		List of subsidiaries of JELD-WEN Holding, Inc.

23.1**		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

23.2*		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).

23.3		Consent of Freedonia Custom Research.

24.1		Power of Attorney.

99.1**		Consent of Gregory G. Maxwell.

*	To be filed by amendment.

**	Filed herewith.

+	Indicates management contract or compensatory plan.

II-9

Exhibit 10.1.2

EXECUTION VERSION

AMENDMENT NO. 2 , dated as of November 1, 2016 (this “ Amendment ”), among JELD-WEN Holding, Inc., a Delaware corporation (“ Holdings ”), JELD-WEN, Inc., a Delaware corporation (the “ Company ”), JELD-WEN of Canada, Ltd., an Ontario corporation (“ JW Canada ”), the Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in the Credit Agreement described below), Wells Fargo Bank, National Association, as Administrative Agent, U.S. Issuing Bank, Canadian Issuing Bank and Swingline Lender (in such capacities, the “ Agent ”), and the Lenders party hereto.

WHEREAS, reference is hereby made to the Credit Agreement, dated as of October 15, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), among the Company, JW Canada, Holdings, the other guarantors party thereto, the Agent and the Lenders party thereto (the “ Existing Lenders ”);

WHEREAS, the Term Loan Credit Agreement will be amended (I) to permit the Company to incur $375,000,000 of incremental term loans the proceeds of which will be used (i) to, directly or indirectly, make Restricted Payments to the Sponsor and the other equity holders of Holdings, including holders of equity awards or equity-based awards, and/or payments in lieu thereof or related thereto and (ii) to pay fees and expenses in connection therewith and related transactions and (II) to make certain other changes, in each case pursuant to that certain Amendment No. 2, dated as of the date hereof (the “ Term Loan Amendment ” and, the transactions described therein, the “ Term Loan Transactions ”);

WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the Loan Parties, the Agent and the Required Lenders may, and hereby express their desire to, amend the Credit Agreement to permit the Term Loan Transactions and to make certain additional changes to the Credit Agreement;

WHEREAS, subject to the terms and conditions set forth herein, the Existing Lenders who execute and deliver a counterpart to this Amendment (the “ Consenting Required Lenders ”) shall be deemed to have consented to the Amendments (as defined below);

NOW, THEREFORE, in consideration of the premises and covenants 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. Amendments . On the Amendment Effective Date (as defined below), the Loan Parties, the Agent and the Consenting Required Lenders agree that (a) the Credit Agreement is, effective as of the Amendment Effective Date, hereby amended pursuant to Section 10.1 of the Credit Agreement, to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the Credit Agreement attached as Annex A hereto, (b) the Compliance Certificate is, effective as of the Amendment Effective Date, hereby amended pursuant to Section 10.1 of the Credit Agreement, to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same

manner as the following example: double-underlined text ) as set forth in the Compliance Certificate attached as Annex B hereto and (c) Schedule 1.1C and Schedule 1.11 to the Credit Agreement, respectively, are amended and restated in their entirety and replaced with new Schedule 1.1C and Schedule 1.11 attached as Annex C hereto.

Section 2. Representations and Warranties . Each of the Loan Parties represents and warrants to the Agent and the Lenders as of the Amendment Effective Date that:

(a) This Amendment has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

(b) The execution, delivery and performance by such Loan Party of the Amendment, and the consummation of the transactions contemplated thereby taking place on or prior to the Amendment Effective Date (including the Term Loan Transactions), are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organizational Documents, or (b) violate any Law; except with respect to any violation referred to in this clause (b) to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) All representations and warranties of each Loan Party contained in Section 3 of the Credit Agreement or any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment Effective Date after giving effect thereto and the consummation of the transactions contemplated thereby taking place on or prior to the Amendment Effective Date (including the Term Loan Transactions), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that, the representations and warranties contained in Sections 3.1(a) and 3.1(b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.1(a) and (b) of the Credit Agreement, respectively, prior to the Amendment Effective Date;

(d) No Default or Event of Default exists or has occurred and is continuing on and as of the Amendment Effective Date or, after giving effect hereto, would result from the Amendment and the transactions contemplated hereby (including the Term Loan Transactions); and

(e) The execution, delivery, performance or effectiveness of this Amendment will not (a) impair the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred, or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Section 3. Conditions to Effectiveness . The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent (the date upon which this Amendment becomes effective, the “ Amendment Effective Date ”):

(a) Certain Documents .

(i) The Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (A) each Loan Party and (B) the Consenting Required Lenders.

(ii) The Term Loan Documents shall be in full force and effect and the Company shall have received the proceeds of the Replacement Term B-2 Loans and Incremental Term B-2 Loans (each, as defined in the Term Loan Amendment).

(iii) The Agent shall have received true and correct copies of all material documentation executed and/or delivered in connection with the Term Loan Transactions certified by a Responsible Officer.

(iv) No Default or Event of Default shall have occurred and be continuing on and as of the Amendment Effective Date or, after giving effect hereto, would result from this Amendment and the transactions contemplated hereby (including the Term Loan Transactions).

(b) Fees and Expenses Paid . The Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and expenses of Choate, Hall & Stewart LLP, counsel to the Administrative Agent) required to be reimbursed or paid by the Loan Parties under the Credit Agreement.

Section 4. Expenses . As and to the extent provided in Section 10.5 of the Credit Agreement, the Loan Parties agree to reimburse the Agent for its reasonable out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of Choate, Hall & Stewart LLP, counsel for the Agent.

Section 5. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section 6. Applicable Law . The validity, interpretation and enforcement of this Amendment and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

Section 7. Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 8. Effect of Amendment . Except as expressly set forth herein, this Amendment 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, all of which are ratified and affirmed in all respects and shall continue in full force and effect. As of the Amendment Effective Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ,” “ thereof ” and words of like import), shall mean and be a reference to the Amended Credit Agreement, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Loan Document.

Section 9. Acknowledgement and Affirmation . Each Loan Party party hereto hereby expressly acknowledges, (i) all of its obligations under the Guarantee and the Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuing basis, (ii) its grant of security interests pursuant to the Security Documents are reaffirmed and remain in full force and effect after giving effect to this Amendment and (iii) except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

[signature pages follow]

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



BORROWERS:	JELD-WEN, INC.

	By:	/s/ L. Brooks Mallard
	Name:	L. Brooks Mallard
	Title:	Executive Vice President and Chief Financial Officer

	JELD-WEN OF CANADA, LTD.

	By:	/s/ Scott Vining
	Name:	Scott Vining
	Title:	Vice President

	KARONA, INC.

	By:	/s/ John Linker
	Name:	John Linker
	Title:	President & Treasurer


GUARANTORS:	AMERICAN MILLWORK, INC.

	By:	/s/ John Logan
	Name:	John Logan
	Title:	Secretary

	CREATIVE MEDIA DEVELOPMENT, INC.

	By:	/s/ James Parello
	Name:	James Parello
	Title:	Vice President

	HARBOR ISLES, LLC
	By: JWI, Inc., its Sole Member

	By:	/s/ John Linker
	Name:	John Linker
	Title:	President

	JELD-WEN DOOR REPLACEMENT SYSTEMS, INC.

	By:	/s/ Michael E. Westfall
	Name:	Michael E. Westfall
	Title:	Secretary & Treasurer

	JWI, INC. JW INTERNATIONAL HOLDINGS, INC. J&W RISK SERVICES, INC.

	By:	/s/ John Linker
	Name:	John Linker
	Title:	President


JW REAL ESTATE, INC.

By:		/s/ John Linker
Name:		John Linker
Title:		Treasurer


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, U.S. Swingline Lender, a U.S. Issuing Bank and a Lender

By:		/s/ Melissa Provost
Name:		Melissa Provost
Title:		Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION (LONDON BRANCH),
as a U.S. Issuing Bank and a Lender

By:		/s/ T. Saldanha
Name:		T. Saldanha
Title:		Authorized Signatory

WELLS FARGO CAPITAL FINANCE CORPORATION CANADA
as Canadian Swingline Lender, a Canadian Issuing Bank and a Lender

By:		/s/ Carmela Massari
Name:		Carmela Massari
Title:		Senior Vice President, Portfolio Manager


BANK OF AMERICA, N.A.,
as a U.S. Revolving Lender

By:		/s/ Andrew A. Doherty
Name:		Andrew A. Doherty
Title:		Senior Vice President

BANK OF AMERICA, N.A. (acting through its Canada Branch),
as a Canadian Revolving Lender

By:		/s/ Sylwia Durkiewicz
Name:		Sylwia Durkiewicz
Title:		Vice President

BARCLAYS BANK PLC,
as a Lender

By:		/s/ Matthew Cybul
Name:		Matthew Cybul
Title:		Assistant Vice President

SUNTRUST BANK,
as a U.S. Revolving Lender and a Canadian Revolving Lender

By:		/s/ Christopher M. Waterstreet
Name:		Christopher M. Waterstreet
Title:		Vice President

KEYBANK NATIONAL ASSOCIATION,
as a U.S. Revolving Lender and a Canadian Revolving Lender

By:		/s/ Paul H. Steiger
Name:		Paul H. Steiger
Title:		Vice President


CITIZENS BANK OF PENNSYLVANIA,
as a U.S. Revolving Lender and a Canadian Revolving Lender

By:		/s/ Dwayne R. Finney
Name:		Dwayne R. Finney
Title:		Executive Vice President

ROYAL BANK OF CANADA,
as a U.S. Revolving Lender and a Canadian Revolving Lender

By:		/s/ A. Chaykoski
Name:		A. Chaykoski
Title:		Attorney-in-Fact

By:		/s/ G. Lee
Name:		G. Lee
Title:		Attorney-in-Fact

ANNEX A

[See Attached]

ANNEX A

$300,000,000

AMENDED REVOLVING CREDIT AGREEMENT

among

JELD-WEN Holding, ~~inc~~ Inc .,

as Holdings,

JELD-WEN, ~~inc~~ Inc .,

as Borrower Representative

JELD-WEN, ~~inc~~ Inc . and the Subsidiaries of JELD-WEN, ~~inc~~ Inc .,

from time to time party hereto, as U.S. Borrowers,

JELD-WEN of Canada, Ltd. and the Subsidiaries of JELD-WEN, ~~inc~~ Inc .,

from time to time party hereto, as Canadian Borrowers,

The Subsidiaries of ~~Jeld-Wen~~ JELD-WEN , ~~inc~~ Inc . from time to time party hereto,

as U.S. Subsidiary Guarantors,

The Subsidiaries of ~~Jeld-Wen~~ JELD-WEN , ~~inc~~ Inc . from time to time party hereto,

as Canadian Subsidiary Guarantors,

The Several Lenders from Time to Time Parties Hereto,

Wells Fargo Bank, National Association,

as Administrative Agent, U.S. Issuing Bank, Canadian Issuing Bank and the Swingline Lender

and

Bank of America, N.A.,

as Syndication Agent

Dated as of October 15, 2014,

as amended as of July 1, 2015 and as of November 1, 2016

Wells Fargo Bank, National Association, Bank of America, N.A.,

Barclays Bank PLC and SunTrust Robinson Humphrey, Inc.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


		Page
SECTION 1.	DEFINITIONS		1
1.1	Defined Terms .		1
1.2	Other Interpretive Provisions .		8 7 5
1.3	Accounting .		77 89
1.4	Reallocation of Commitments; Swingline Sublimit; Letter of Credit Sublimits .		77 90
1.5	Additional Alternative Currencies .		78 90
1.6	UCC .		78 90
1.7	Exchange Rates; Currency Equivalents; Applicable Currency .		78 91

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS		80 92
2.1	Revolving Advances .		80 92
2.2	Borrowing Procedures and Settlements .		81 94
2.3	Payments; Reductions of Commitments; Prepayments .		93 108
2.4	Promise to Pay .		1 00 16
2.5	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations .		1 00 17
2.6	Crediting Payments .		1 03 20
2.7	Designated Accounts .		1 2 0 3
2.8	Maintenance of Loan Accounts; Statements of Finance Obligations .		1 2 0 4
2.9	Fees .		1 04 21
2.10	U.S. Letters of Credit .		1 05 22
2.11	Canadian Letters of Credit .		1 12 30
2.12	Interest Rate Election for Contract Rate Loans .		1 20 40
2.13	Capital Requirements .		1 4 3 3
2.14	Currencies .		1 2 4 4
2.15	Joint and Several Liabilities of the Borrowers .		1 25 45
2.16	Reserved .		1 29 50
2.17	Circumstances Affecting Euro Availability .		1 29 50
2.18	Taxes .		1 3 5 1
2.19	Indemnity .		1 33 54
2.20	Lending Office .		1 33 55
2.21	Replacement of Lenders .		1 34 56
2.22	Notes .		1 3 5 6
2.23	Incremental Commitments .		1 3 5 7
2.24	Extension Offers .		1 37 59
2.25	Additional Borrowers .		1 38 60
2.26	Obligations of the Canadian Loan Party .		1 38 61

SECTION 3.	REPRESENTATIONS AND WARRANTIES		1 38 61
3.1	Financial Condition .		1 39 61

- i -


3.2	No Change .	1 39 62
3.3	Existence; Compliance with Law .	1 39 62
3.4	Power; Authorization; Enforceable Obligations .	1 39 62
3.5	No Legal Bar .	1 40 62
3.6	Litigation .	1 40 63
3.7	Ownership of Property; Liens .	1 40 63
3.8	Intellectual Property .	1 40 63
3.9	Taxes .	1 41 63
3.10	Federal Regulations .	1 41 64
3.11	ERISA; Canadian Pension Plans .	1 41 64
3.12	Investment Company Act; Other Regulations .	1 6 4 1
3.13	Environmental Matters .	1 6 4 2
3.14	Accuracy of Information, etc .	1 42 65
3.15	Labor Matters .	1 43 66
3.16	Security Documents .	1 43 66
3.17	Solvency .	1 43 66
3.18	Patriot Act; FCPA; OFAC .	1 43 67
3.19	Status as Senior Indebtedness .	1 44 68
3.20	Insurance .	1 45 68

SECTION 4.	CONDITIONS PRECEDENT	1 45 68
4.1	Conditions to Closing Date .	1 45 68
4.2	Conditions to Each Borrowing Date .	1 4 7 1

SECTION 5.	AFFIRMATIVE COVENANTS	1 48 72
5.1	Financial Statements .	1 48 72
5.2	Certificates; Other Information .	1 49 73
5.3	Payment of Taxes .	1 7 5 1
5.4	Maintenance of Existence; Compliance with Law .	1 7 5 1
5.5	Maintenance of Property; Insurance .	1 7 5 1
5.6	Inspection of Property; Books and Records; Discussions .	1 51 76
5.7	Notices .	1 52 76
5.8	Environmental Laws .	1 52 77
5.9	Additional Collateral, etc .	1 53 77
5.10	[Reserved] .	1 55 80
5.11	Further Assurances .	1 55 80
5.12	Designation of Unrestricted Subsidiaries .	1 55 81
5.13	ERISA; Canadian Defined Benefit Plans	1 56 81
5.14	Use of Proceeds .	1 56 81
5.15	Appraisals .	1 56 82
5.16	Field Examinations; Physical Inventories .	1 57 82
5.17	Cash Management .	1 5 8 3
5.18	Post-Closing Obligations	184

SECTION 6.	NEGATIVE COVENANTS.	1 59 85
6.1	Fixed Charge Coverage Ratio .	1 59 85
6.2	Limitation on Incurrence of Indebtedness	1 8 5 9

- ii -


6.3	Limitation on Restricted Payments; Investments .	1 64 91
6.4	Dividend and Other Payment Restrictions Affecting Subsidiaries .	1 6 9 7
6.5	Asset Sales .	2 71 00
6.6	Transactions with Affiliates	17 2 01
6.7	Liens	~~176~~ 204
6.8	Merger, Consolidation or Sale of All or Substantially All Assets	~~176~~ 205
6.9	Sale Leaseback Transactions .	~~177~~ 206
6.10	Changes in Fiscal Year .	~~177~~ 206
6.11	Negative Pledge Clauses .	~~177~~ 206
6.12	Lines of Business; Holding Company Covenant .	~~177~~ 206
6.13	Amendments to Organizational Documents ; and Amendments to Term Loan Documents ~~and Documents Related to the Tower LLC Loan~~	~~178~~ 207
6.14	Amendments to Tax Receivable Agreement	208

SECTION 7.	GUARANTEE	1 20 8 8
7.1	The Guarantee	1 20 8 8
7.2	Obligations Unconditional	~~179~~ 209
7.3	Reinstatement .	18 2 1 0
7.4	No Subrogation .	2 1 8 0
7.5	Remedies .	2 1 81 0
7.6	Instrument for the Payment of Money .	2 1 81 1
7.7	Continuing Guarantee .	2 1 81 1
7.8	General Limitation on Guarantor Obligations .	2 1 81 1
7.9	Release of Subsidiary Guarantors .	2 1 8 1
7.10	Right of Contribution .	18 2 12
7.11	Keepwell .	18 2 12

SECTION 8.	EVENTS OF DEFAULT	2 1 8 2
8.1	Events of Default .	2 1 8 2
8.2	Action in Event of Default .	2 1 85 5
8.3	Right to Cure .	2 1 8 6

SECTION 9.	ADMINISTRATIVE AGENT	2 1 8 7
9.1	Appointment and Authority .	2 1 8 7
9.2	Rights as a Lender .	2 1 8 9
9.3	Exculpatory Provisions .	2 2 88 0
9.4	Reliance by Administrative Agent .	~~189~~ 220
9.5	Delegation of Duties .	19 22 1
9.6	Resignation and Removal of Administrative Agent	19 22 1
9.7	Non-Reliance on Administrative Agent and Other Lenders .	~~191~~ 223
9.8	No Other Duties, Etc .	~~191~~ 223
9.9	Administrative Agent May File Proofs of Claim .	19 22 3
9.10	Collateral and Guarantee Matters .	19 2 24
9.11	Intercreditor Agreements .	~~194~~ 225
9.12	Withholding Tax Indemnity .	~~194~~ 226
9.13	Indemnification .	~~194~~ 226

- iii -


SECTION 10.	MISCELLANEOUS	~~195~~ 227
10.1	Amendments and Waivers .	~~195~~ 227
10.2	Notices .	1 230 7
10.3	No Waiver; Cumulative Remedies .	23 2 99
10.4	Survival of Representations and Warranties .	23 2 99
10.5	Payment of Expenses .	23 2 99
10.6	Successors and Assigns; Participations and Assignments .	2 01 34
10.7	Adjustments; Set-off .	2 04 37
10.8	Counterparts; Electronic Execution .	2 04 38
10.9	Severability .	2 04 38
10.10	Integration .	2 05 38
10.11	Governing Law .	2 05 39
10.12	Submission To Jurisdiction; Waivers .	2 05 39
10.13	Acknowledgements .	2 06 40
10.14	[Reserved]	2 06 40
10.15	Confidentiality .	2 06 40
10.16	Waivers Of Jury Trial .	2 4 1 7
10.17	USA Patriot Act Notification .	2 4 1 7
10.18	Maximum Amount .	2 4 1 7
10.19	Lender Action .	2 08 42
10.20	No Fiduciary Duty .	2 08 42
10.21	The Borrower Representative .	2 08 43
10.22	Currency Indemnity .	2 09 44
10.23	Canadian Anti-Money Laundering Legislation .	2 10 44
10.24	Acknowledgement and Consent to Bail-In of EEA Financial Insitutions	245

- iv -

SCHEDULES:


1.1A		Agent’s Accounts
1.1B		Specified Dispositions
1.1C		Borrowing Base Real Property Collateral
1.1D		Responsible Officers
1.1E		Designated Accounts and Designated Account Banks
1.1F		Commitments
1.1G		Permitted Locations
1.1H		[Reserved]
1.1I		Mortgaged Properties
1.1J		Rollover Letters of Credit
1.1K		Material Account Debtors
2.1		Reserves
3.9		Taxes
3.16(a)		UCC Filing Jurisdictions
4.1(f)		Local Counsel
5.2		Collateral Reports
~~5.18~~ 5.18		Post-Closing Matters
6.2		Existing Indebtedness
6.3		Existing Investments
6.6		Affiliate Transactions
6.7		Existing Liens

EXHIBITS:

A-1		Form of Canadian Pledge and Security Agreement
A-2		Form of U.S. Pledge and Security Agreement
B		Form of Compliance Certificate
C		Form of Borrowing Base Certificate
D		Form of Assignment and Assumption
E-1		Form of Exemption Certificate
E-2		Form of Exemption Certificate
E-3		Form of Exemption Certificate
E-4		Form of Exemption Certificate
F-1		Form of Canadian Note
F-2		Form of Canadian Swingline Loan Note
F-3		Form of U.S. Note
F-4		Form of U.S. Swingline Loan Note
G		Intercreditor Terms
H-1		Form of Borrower Joinder Agreement
H-2		Form of Guarantor Joinder Agreement
I		Form of Borrowing/Interest Election Request
J		Form of Solvency Certificate
K		Form of Transaction Certificate

- v -

AMENDED CREDIT AGREEMENT (this “ Agreement ”), originally dated as of October 15, 2014 and amended on July 1, 2015 and November 1, 2016 , among JELD-WEN Holding, ~~inc~~ Inc ., ~~an Oregon~~ a Delaware corporation (“ Holdings ”), as a U.S. Guarantor, JELD-WEN, ~~inc~~ Inc ., ~~an Oregon~~ a Delaware corporation (the “ Company ”), as borrower representative (in such capacity, the “ Borrower Representative ”), the Company and each Subsidiary of the Company party hereto from time to time as a U.S. Borrower, each Subsidiary of the Company party hereto from time to time as a U.S. Subsidiary Guarantor, JELD-WEN of Canada, Ltd., an Ontario corporation (“ JW Canada ”), and each other Subsidiary of the Company party hereto from time to time as a Canadian Borrower, each Subsidiary of the Company party hereto from time to time as a Canadian Subsidiary Guarantor, the financial institutions, institutional investors and other entities from time to time party hereto as lenders (collectively, the “ Lenders ”), and Wells Fargo Bank, National Association, as Administrative Agent, U.S. Issuing Bank, Canadian Issuing Bank and Swingline Lender (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1 ).

W I T N E S S E T H :

WHEREAS, the Borrowers have requested that the Lenders, the Swingline Lender and each Issuing Bank extend credit to the Borrowers to (a) finance the Transactions, (b) pay any fees, premiums, costs and expenses in connection with the Transactions, (c) provide working capital and funds for other general corporate purposes and (d) finance other transactions permitted by this Agreement;

WHEREAS, the Loan Parties have agreed to grant to the Administrative Agent, for the benefit of the Secured Parties, a first lien priority security interest in all of their respective assets constituting ABL Priority Collateral and a second lien priority security interest in all of their respective assets constituting Term Priority Collateral; and

WHEREAS, each of Holdings and the Subsidiary Guarantors has agreed to guarantee the obligations of each Borrower and to secure its respective Finance Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties, a lien on substantially all of its assets (subject to certain limitations set forth in the Loan Documents).

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms . As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1 .

“ ABL Priority Collateral ”: as defined in the ABL-Term Intercreditor Agreement; provided , that the ABL Priority Collateral shall not include any Excluded Assets.

“ ABL-Term Intercreditor Agreement ”: as defined in the definition of Intercreditor Agreement.

“ Accepting Lender ”: with respect to any Extension Offer, the Lenders that accept such Extension Offer.

“ Account ”: as defined in the U.S. Security Agreement or the Canadian Security Agreement, as the context may require.

“ Account Debtor ”: any Person who is obligated on an Account, chattel paper, or a general intangible.

“ Acquired Indebtedness ”: with respect to any specified Person:

(a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of such specified Person; and

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person;

provided that any Indebtedness of such Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Subsidiary of the specified Person will not be Acquired Indebtedness.

“ Additional Amendment No. 1 Distributions ”: additional Restricted Payments, directly or indirectly, to the Sponsor and the other equity holders of Holdings, including holders of equity awards or equity-based awards, and/or payments in lieu thereof or related thereto, in an aggregate amount not to exceed $50,000,000 (less the amount of Term B-1 Loans (as defined in the Term Loan Credit Agreement) used by the Company Borrower and/or its Restricted Subsidiaries to consummate certain acquisitions permitted hereunder (including, without limitation, any Approved European Acquisition)); provided , that the proceeds of Advances may not be used to finance any Additional Amendment No. 1 Distribution unless the Borrowers satisfy the requirements set forth in Section 6.3(b)(vii) in connection therewith.

“ Additional Lender ”: at any time, any bank or other financial institution that agrees to provide any portion of any Commitment Increase pursuant to an Incremental Amendment in accordance with Section 2.23 ; provided that (i) the Administrative Agent, the Issuing Banks and the Swingline Lender shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender if such consent would be required under Section 10.6(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender and (ii) the Borrower Representative shall have consented to such Additional Lender.

“ Administrative Agent ” or “ Agent ”: Wells Fargo, together with its affiliates, as the administrative agent for the Lenders and as the collateral agent for the Secured Parties under this Agreement and the other Loan Documents, together with any of its successors in such capacities.

- 2 -

“ Advance ”: a borrowing consisting of revolving Loans made on the same day by the Lenders (or the Administrative Agent on behalf thereof) or by the Administrative Agent in the case of a Special Advance.

“ Advance Request ”: as defined in Section 2.2(a) .

“ Affiliate ”: with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Agent ’ s Account ”: with respect to each Facility, the Deposit Account of the Administrative Agent identified on Schedule 1.1A .

“ Agreement ”: as defined in the preamble hereto.

“ ALTA ”: the American Land Title Association.

“ Amendment No. 1 Effective Date ”: July 1, 2015.

“ Amendment No. 1 ”: Amendment No. 1, dated as of July 1, 2015, by and among the Loan Parties, the Administrative Agent and the Lenders party thereto.

“ Amendment No. 1 Distribution ”: Restricted Payments, directly or indirectly, to the Sponsor and the other equity holders of Holdings, including holders of equity awards or equity-based awards, and/or payments in lieu thereof or related thereto, in an aggregate amount not to exceed $420,000,000.

“Amendment No. 2 Effective Date”: November 1, 2016.

“Amendment No. 2”: Amendment No. 2, dated as of the Amendment No. 2 Effective Date, by and among the Loan Parties, the Administrative Agent and the Lenders party thereto.

“ Applicable Currency ”: means, (A) with respect to the U.S. Facility (including any Advances thereunder), U.S. Dollars, Euros or and any other freely transferable currency reasonably approved by the U.S. Revolving Lenders, the Administrative Agent and, in respect of U.S. Letters of Credit, the U.S. Issuing Banks in accordance with Section 1.5 and (B) with respect to the Canadian Facility (including any Advances thereunder), with respect to the Canadian Facility, U.S. Dollars, Canadian Dollars or and any other freely transferable currency reasonably approved by the Canadian Revolving Lenders, the Administrative Agent and, in respect of Canadian Letters of Credit, the Canadian Issuing Banks, in accordance with Section 1.5 , in each case as applicable and the context requires.

“ Applicable Margin ” means, as of any date of determination and with respect to the Advances, the applicable margin set forth in the following table that corresponds to the Average

- 3 -

Global Excess Availability for the most recently completed month for which a Borrowing Base was required to be delivered hereunder; provided , that for the period from the Closing Date through and including the last day of the first fiscal month of the Company following the Closing Date, the Applicable Margin shall be set at the margin in the row styled “Level 2”:


Level	Average Global Excess Availability	U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans	LIBOR Rate Loans, BA Rate Loans and EURIBOR Loans
1	<$100,000,000	1.00%	2.00%
2	> $100,000,000 but <$200,000,000	0.75%	1.75%
3	> $200,000,000	0.50%	1.50%

The Applicable Margin shall be re-determined as of the first day of each calendar month of the Company; provided , that if the Borrowers fail to deliver any Borrowing Base Certificate when due hereunder and such failure prevents the Administrative Agent from calculating the Average Global Excess Availability effective on the first day of any calendar month, then, upon the request of the Required Lenders, the Applicable Margin shall be set at the margin in the row styled “Level 1” on such date and shall remain in effect until the first Business Day following the date on which such Borrowing Base Certificate is delivered; provided , further , that if any Borrowing Base Certificate is at any time restated or otherwise revised or if the information set forth in any Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any such applicable periods.

“ Application Event ”: the occurrence of (a) a failure by the Borrowers to repay all of the Finance Obligations in full on the Revolving Termination Date, or (b) an Event of Default and the election by the Administrative Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.3(b)(ii) of this Agreement.

“ Appraised Value ”: (a) with respect to Eligible Equipment, the appraised orderly liquidation value, net of costs and expenses to be incurred in connection with any such liquidation, as determined from time to time by an independent appraiser engaged by the Administrative Agent and, other than during an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to the Borrower Representative, and (b) with respect to any of the Eligible Real Property Collateral, the fair market value of such Eligible Real Property Collateral as set forth in the most recent appraisal of such Eligible Real Property Collateral as determined from time to time by an independent appraiser engaged by the Administrative Agent which appraisal shall assume, among other things, a marketing time of not greater than twelve (12) months or less than three (3) months.

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“ Appropriate Lender ”: at any time, with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time.

“ Approved Electronic Communications ”: as defined in Section 10.2 .

“ Approved European Acquisition ”: as defined in the definition of “Permitted Investment.”

“ Approved Fund ”: as defined in Section 10.6(b)(ii) .

“ Approving Lender ”: as defined in Section 1.5(a) .

“ Asset Sale ”:

(1) the sale, conveyance, transfer or other Disposition (whether in a single transaction or a series of related transactions) of property or assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary; or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary of the Company (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law other than to the Company or another Restricted Subsidiary (whether in a single transaction or a series of related transactions)), in each case other than:

(a) a sale, exchange or other Disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out equipment or any sale or disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and facility updates or any disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business;

(b) Reserved.

(c) any Permitted Investment or Restricted Payment that is permitted to be made, and is made in accordance with the conditions to such permission under Section 6.3 ;

(d) any Disposition of assets (other than ABL Priority Collateral) or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate Fair Market Value of less than $5,000,000;

(e) any Disposition of property or assets by a Restricted Subsidiary of the Company to the Company;

(f) sales of assets received by the Company or any of the Restricted Subsidiaries upon the foreclosure on a Lien by the Company or such Restricted Subsidiary;

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(g) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) the unwinding of any Hedging Obligations;

(i) the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable, notes receivable or other current assets held for sale, lease, assignment, license or sublease, as applicable, in the ordinary course of business or the conversion of accounts receivable into a notes receivable;

(j) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(k) Reserved.

(l) any exchange of assets for assets (including a combination of assets and Cash Equivalents but excluding assets and/or Cash Equivalents constituting ABL Priority Collateral) related to a Similar Business of comparable or greater market value or usefulness to the business of the Company and its Restricted Subsidiaries, as a whole, as determined in good faith by the Borrower Representative, which in the event of an exchange of assets with a Fair Market Value in excess of (i) $5,000,000 shall be evidenced by an Officer’s Certificate and (ii) $10,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Company;

(m) the grant in the ordinary course of business of any license or sub-license of patents, trademarks, know-how and any other intellectual property;

(n) any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by this Agreement or the Loan Documents;

(o) the surrender or waiver or contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;

(p) foreclosures, condemnations, or any similar action on assets of a third party;

(q) Reserved.

(r) the sale, transfer, conveyance or other disposition of the assets set forth on Schedule 1.1B (each, a “ Specified Disposition ”);

(s) any Disposition of property not constituting ABL Priority Collateral in connection with Sale Leaseback Transactions;

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(t) any Disposition of non-core assets (as reasonably identified by the Borrower Representative in good faith in consultation with the Administrative Agent) acquired pursuant to any Permitted Acquisition by the Company or any Restricted Subsidiary; provided , that (i) the value of such non-core assets does not exceed 50.0% of the cash consideration paid in connection with such Permitted Acquisition, (ii) not less than 50.0% of the consideration payable to the Company and the Restricted Subsidiaries in connection with such Disposition is in the form of cash or Cash Equivalents ( provided , further , that for purposes of this clause (ii) , any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this proviso that is at that time outstanding, is not in excess of the greater of $20,000,000 and 1.0% of Total Assets, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash), (iii) the consideration payable to the Company and the Restricted Subsidiaries in connection with such Disposition is not less than aggregate Fair Market Value thereof and (iv) no Event of Default has occurred or is continuing both before or after giving effect to such Disposition or would result therefrom;

(u) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and

(v) the lapse, abandonment or other disposition of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Borrowers are no longer commercially reasonable to maintain or are not material to the conduct of the business of the Company and the Restricted Subsidiaries taken as a whole.

“ Assignee ”: as defined in Section 10.6(b)(i).

“ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit D.

“ Attributable Debt ”: in respect of a Sale Leaseback Transaction, at the time of determination, the present value of the obligation of the Group Member that acquires, leases or licenses back the right to use all or a material portion of the subject property for net rental, license or other payments during the remaining term of the lease, license or other arrangement included in such Sale Leaseback Transaction including any period for which such lease, license or other arrangement has been extended or may, at the sole option of the other party (or parties) thereto, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“ Average Global Excess Availability ”: with respect to any period, the sum of the aggregate amount of Global Excess Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

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“ BA Rate ”: (a) for a Lender that is a Schedule I chartered bank under the Bank Act (Canada), the CDOR Rate and (b) for any other Lender, the lesser of (i) the discount rate at which such Lender is prepared to purchase bankers’ acceptances (if any) or (ii) the CDOR Rate plus 0.10%.

“ BA Rate Loan ”: Loans the rate of interest applicable to which is based upon the BA Rate.

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

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank of America ”: Bank of America, N.A. and its successors.

“ Bank Product ”: any one or more of the following financial products or accommodations extended to any Group Member by a Bank Product Provider: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) purchase cards (including so-called “procurement cards” or “P-cards”), (f) Cash Management Services, or (g) transactions under Hedge Agreements.

“ Bank Product Agreements ”: those agreements entered into from time to time by any Group Member with a Lender or an Affiliate of a Lender in connection with obtaining any Bank Products; provided, that (i) any such agreement shall only constitute a Bank Product Agreement if (x) such agreement is designated a Bank Product Agreement by the Borrower Representative, (y) the Person acting as the counterparty to such agreement has appointed in writing the Administrative Agent as its collateral agent in a manner reasonably acceptable to the Administrative Agent and has agreed in writing with the Administrative Agent that it is providing Bank Products to one or more Group Members arising from transactions in the ordinary course of business of such Group Member(s), and (ii) except with respect to Hedge Agreements, any such agreement shall immediately cease to constitute a Bank Product Agreement if the Person acting as the counterparty to such agreement ceases to be a Lender or an Affiliate of a Lender hereunder; provided , further , that notwithstanding the foregoing, (x) all agreements entered into by any Group Member with Wells Fargo or any of Wells Fargo’s Affiliates at any time in connection with obtaining any Bank Products and (y) all agreements entered into by any Group Member with Bank of America or any of Bank of America’s Affiliates in connection with obtaining any Bank Products and in place on the Closing Date, shall automatically constitute Bank Product Agreements hereunder.

“ Bank Product Obligations ”: (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by any Group Member to any Bank Product Provider pursuant to or

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evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that the Administrative Agent or any Lender is obligated to pay to a Bank Product Provider as a result of the Administrative Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to the Group Members. Anything to the contrary contained in the foregoing notwithstanding, the Bank Product Obligations shall exclude any Excluded Swap Obligation.

“ Bank Product Provider ”: any Lender or Affiliate of a Lender party to a Bank Product Agreement from time to time; provided , that any such person shall only be entitled to the rights of a Bank Product Provider hereunder with respect to those agreements to which it is a party that constitute Bank Product Agreements.

“ Bank Product Reserves ”: the U.S. Bank Product Reserves and the Canadian Bank Product Reserves.

“ Bankruptcy Code ”: Title 11 of the United States Code entitled “Bankruptcy”, as now and hereinafter in effect, or any successor statute.

“ Base Rate Loan ”: individually or collectively, as the context may require, each U.S. Base Rate Loan, each Canadian Base Rate Loan and each Canadian Prime Rate Loan.

“ Beneficially Own ”: as defined within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act.

“ Benefited Lender ”: as defined in Section 10.7(a) .

“ BIA ”: Bankruptcy and Insolvency Act (Canada), as now and hereinafter in effect, or any successor statute.

“ Board of Directors ”: as to any Person, the board of directors or managers, sole member or managing member, or other governing body, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duty authorized committee thereof.

“ Board of Governors ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ” or “ Borrowers ”: individually and collectively as the context may require, the U.S. Borrowers and the Canadian Borrowers.

“ Borrower Joinder Agreement ”: an agreement substantially in the form of Exhibit H-1 .

“ Borrower Representative ”: as defined in Section 10.21(a) .

“ Borrowing Base ”: individually and collectively, as the context may require, the U.S. Borrowing Base and the Canadian Borrowing Base.

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“ Borrowing Base Certificate ”: a certificate, signed and certified as accurate and complete by a Responsible Officer of the Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent in its Permitted Discretion.

“ Borrowing Base Equipment ”: at any time, Equipment included in the U.S. Borrowing Base at such time.

“ Borrowing Base Real Property Collateral ”: at any time, Real Property Collateral included in the U.S. Borrowing Base at such time. The properties permitted to be included in the U.S. Borrowing Base on the Closing Date are identified on Schedule 1.1C subject, in each case, to the conditions to eligibility set forth herein. For the avoidance of doubt, no property identified on Schedule 1.1C will be included in the U.S. Borrowing Base until all of the conditions to eligibility set forth in the definitions of “Eligible Real Property Collateral” and “Real Property Eligibility Requirements” have been satisfied.

“ Business ”: as defined in Section 3.13(b) .

“ Business Day ”: any day that is not a Saturday, Sunday or other day on which commercial banks in New York City and Illinois are authorized or required by law to remain closed; except , that , (a) when used in connection with a LIBOR Rate Loan or EURIBOR Loan, the term “Business Day” shall also exclude (i) any day on which banks are not open for dealings in deposits in the Applicable Currency in which interest on such LIBOR Rate Loan or EURIBOR Loan is calculated based on the LIBOR Rate or EURIBOR, as the case may be, (ii) any day which is not a TARGET Day (as determined by the Administrative Agent), and (iii) solely with respect to Loans advanced thereto, any day in which commercial banks in the country where any Borrower entitled to borrow LIBOR Rate Loans or EURIBOR Loans at is organized are authorized or required by law to remain closed, (b) when used in connection with any Loan advanced under the Canadian Facility, the term “Business Day” shall also exclude any day on which banks are authorized or required by law to be closed in the Province of Manitoba, Canada or the Province of Ontario, Canada.

“ Canada ”: the country of Canada and any province or territory thereof.

“ Canadian Advances ”: as defined in Section 2.1(b) .

“ Canadian AML Legislation ”: as defined in Section 10.23 .

“ Canadian Availability ”: as of any date of determination, the Canadian Loan Cap on such date minus the Canadian Usage on such date.

“ Canadian Bank Product Obligations ”: all Bank Product Obligations owed by the Canadian Loan Parties from time to time.

“ Canadian Bank Product Reserve ”: as of any date of determination, the U.S. Dollar amount of reserves that the Administrative Agent has determined it is necessary or appropriate to establish (based upon the Bank Product Providers’ reasonable determination of their credit exposure to the Group Members in respect of Canadian Bank Product Obligations) in respect of Bank Products then provided or outstanding pursuant to any Bank Product Agreement (other than any Hedge Agreement where the counterparty thereto has ceased to be a Lender or an Affiliate of a Lender hereunder).

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“ Canadian Base Rate ”: the highest of (i) the rate of interest publicly announced by Wells Fargo as its “base rate” (being U.S. Dollars made available in Canada to Canadian customers), subject to each increase or decrease in such base rate, effective as of the day any such change occurs, (ii) the one month LIBOR Rate (which rate shall be determined on a daily basis), plus 1.00% or (iii) the Federal Funds Rate from time to time plus .50%. Any change in the Canadian Base Rate due to a change in the “base rate,” the Federal Funds Rate or the LIBOR Rate shall be effective from and including the effective date of such change in the “base rate,” the Federal Funds Rate or the LIBOR Rate, respectively. The “base rate” announced from time to time by Wells Fargo is a rate set by Wells Fargo based upon various factors including Wells Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Wells Fargo shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Canadian Base Rate Loan ”: each Loan the rate of interest applicable to which is based upon the Canadian Base Rate.

“ Canadian Blocked Person ”: any Person that is a “designated person”, “politically exposed foreign person” or “terrorist group” as described in any Canadian Economic Sanctions.

“ Canadian Borrowers ”: individually and collectively as the context may require, JW Canada and any other wholly-owned Restricted Subsidiary of the Company reasonably acceptable to the Administrative Agent that joins this Agreement as a Canadian Borrower in accordance with Section 2.29 .

“ Canadian Borrowing Base ”: as of any date of determination, the result of:

(a) 85% (or 90% during the Seasonal Advance Rate Period) of the amount of the Canadian Borrowers’ Eligible Accounts less the amount, if any, of the Canadian Dilution Reserve, plus

(b) the lesser of (x) 85% (or 90% during the Seasonal Advance Rate Period) of the Net Liquidation Percentage times the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the Canadian Borrowers’ Eligible Finished Goods Inventory, and (y) 70% (or 75% during the Seasonal Advance Rate Period) of the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the Canadian Borrowers’ Eligible Finished Goods Inventory, plus

(c) the lesser of (x) 85% (or 90% during the Seasonal Advance Rate Period) of the Net Liquidation Percentage times the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the Canadian Borrowers’ Eligible Work-in-Process Inventory, and (y) 70% (or 75% during the Seasonal Advance Rate Period) of the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the Canadian Borrowers’ Eligible Work-in-Process Inventory, plus

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(d) the lesser of (x) 85% (or 90% during the Seasonal Advance Rate Period) of the Net Liquidation Percentage times the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the Canadian Borrowers’ Eligible Raw Materials Inventory, and (y) 70% (or 75% during the Seasonal Advance Rate Period) of the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the Canadian Borrowers’ Raw Materials Inventory, minus

(e) without duplication, Reserves established by the Administrative Agent in its Permitted Discretion.

Notwithstanding anything to the contrary set forth herein, amounts included in the Canadian Borrowing Base pursuant to clause (c) above (after giving effect to the applicable advance rates and all reserves related to the Collateral described therein) shall not exceed $5,000,000 at any time (as such basket is reduced by all amounts included in the U.S. Borrowing Base pursuant to clause (c) of the definition thereof (after giving effect to the applicable advance rates and all reserves related to the Collateral described therein)).

“ Canadian Collateral ”: all of the “Collateral” referred to in the Canadian Security Documents and all of the other property and assets that are, or are required under the terms hereof to be, subject to Liens in favor of the Administrative Agent for the benefit of the Canadian Secured Parties; provided , however , for the avoidance of doubt, such term shall not include any Excluded Assets.

“ Canadian Collection DDA ”: a DDA into which Account Debtors of any Canadian Borrower are to direct payment.

“ Canadian Commitment Fee ”: as defined in Section 2.9(b) .

“ Canadian Defined Benefit Plan ”: a Canadian Pension Plan, which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

“ Canadian Designated Account ”: the Deposit Account of the Canadian Borrowers identified on Schedule 1.1E .

“ Canadian Designated Account Bank ”: as defined in Schedule 1.1E .

“ Canadian Dilution ”: as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to all of the Canadian Borrowers’ Accounts during such period, by (b) all of the Canadian Borrowers’ billings with respect to Accounts during such period.

“ Canadian Dilution Reserve ”: as of any date of determination with respect to the advance rate applicable to Eligible Accounts of the Canadian Borrowers, an amount sufficient to reduce such advance rate by 1 percentage point for each percentage point by which Canadian Dilution is in excess of 5%.

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“ Canadian Dollar Advances ”: as defined in Section 2.17(a) .

“ Canadian Dollar Extensions ”: as defined in Section 2.17(a) .

“ Canadian Dollar Letters of Credit ”: as defined in Section 2.17(a) .

“ Canadian Dollars ” and “ Cdn.$ ”: the lawful currency of Canada.

“ Canadian Economic Sanctions ”: means any Canadian laws, regulations or orders governing economic sanctions and similar measures including the Special Economic Measures Act (Canada), the United Nations Act , (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), and Part II.1 of the Criminal Code , (Canada), and any related regulations.

“ Canadian Facility ”: the Canadian Revolving Commitments and the extensions of credit made thereunder.

“ Canadian Finance Obligations ”: Finance Obligations arising under the Canadian Facility or otherwise owed by any Canadian Loan Party.

“ Canadian Group Member ”: a Group Member organized under the laws of any jurisdiction located in Canada.

“ Canadian Guarantee ”: as defined in Section 7.1(b) .

“ Canadian Guarantor ”: a Guarantor organized under the laws of any jurisdiction located in Canada.

“ Canadian Guarantor Obligations ”: as defined in Section 7.1(b) .

“ Canadian Hedge Obligations ”: all Hedge Obligations owed by the Canadian Loan Parties from time to time.

“ Canadian Issuing Bank ”: (A) Wells Fargo, or any office, branch, subsidiary or Affiliate thereof, (B) Bank of America, N.A., Canada Branch, and (C) any other Lender designated by the Borrower Representative from time to time that agrees, in such Lender’s sole discretion, to become a Canadian Issuing Bank for the purpose of issuing Canadian Letters of Credit for the account of a Canadian Borrower subject to consent by the Administrative Agent.

“ Canadian Letter of Credit ”: a Letter of Credit issued for the account of a Canadian Borrower by an Issuing Bank.

“ Canadian Letter of Credit Disbursement ”: a Letter of Credit Disbursement made pursuant to a Canadian Letter of Credit.

“ Canadian Letter of Credit Fee ”: is defined in Section 2.5(b) .

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“ Canadian Letter of Credit Indemnified Costs ”: as defined in Section 2.11(f) .

“ Canadian Letter of Credit Related Person ”: as defined in Section 2.11(f) .

“ Canadian Letter of Credit Sublimit ”: is defined in Section 2.11(b)(i) .

“ Canadian Loan Account ”: is defined in Section 2.8 .

“ Canadian Loan Parties ”: the Canadian Borrowers and the Canadian Guarantors.

“ Canadian Loan Cap ”: on any date, the lesser of (x) the Maximum Canadian Credit Amount in effect on such date, and (y) the Canadian Borrowing Base as of such date (based upon the Canadian Borrowing Base set forth in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent).

“ Canadian Pension Plan ”: a pension plan that is covered by the applicable pension standards laws of any jurisdiction in Canada including the Pension Benefits Act (Ontario) and the Income Tax Act (Canada) and that is either (a) maintained or sponsored by a Canadian Borrower or any other Canadian Subsidiary for employees or (b) maintained pursuant to a collective bargaining agreement, or other arrangement under which more than one employer makes contributions and to which a Canadian Borrower or any other Canadian Subsidiary is making or accruing an obligation to make contributions or has within the preceding five years made or accrued such contributions, but excludes a statutory benefit plan with a Canadian Borrower or any other Canadian Subsidiary is required to participate in or comply with, including the Canadian Pension Plan and the Quebec Pension Plan.

“ Canadian Prime Rate ”: the higher of: (i) the rate of interest publicly announced by Wells Fargo, as its “prime rate” for determining interest rates on Canadian dollar denominated commercial loans made in Canada to Canadian customers, subject to each increase or decrease in such prime rate, effective as of the day any such change occurs and (ii) the sum of the thirty day CDOR Rate then in effect plus 1.00%.

“ Canadian Prime Rate Loan ”: each Loan the rate of interest applicable to which is based upon the Canadian Prime Rate.

“ Canadian Priority Payables Reserve ”: reserves established in the Permitted Discretion of the Administrative Agent for amounts secured by any Liens on Canadian Collateral, choate or inchoate, which rank or are capable of ranking in priority to, or pari passu with, the Liens of the Administrative Agent granted under the Loan Documents on such Collateral and/or for amounts which may represent costs relating to the enforcement of the Liens of the Administrative Agent granted under the Loan Documents on such Collateral including, without limitation, in the Permitted Discretion of the Administrative Agent, any such amounts due and not paid for wages and vacation pay, amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), amounts currently or past due and not paid for realty, municipal or similar taxes, any and all solvency deficiencies, unfunded liabilities on wind-up or wind-up deficiencies in regards to any Canadian Defined Benefit Plan and all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension Plan or under the Pension Benefits Act (Ontario) or any similar legislation.

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“ Canadian Protective Advances ”: is defined in Section 2.2(e)(i) .

“ Canadian Revolving Commitment ”: with respect to each Lender, its Canadian revolving commitment, and, with respect to all Lenders, their Canadian revolving commitments, in each case as such U.S. Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule 1.1F or in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of this Agreement.

“ Canadian Revolving Lender ”: any Lender with a Canadian Revolving Commitment (or, following the termination of the Canadian Revolving Commitments, holding a portion of the outstanding Canadian Advances, Canadian Swingline Exposure, Canadian Special Advance Exposure and/or Canadian Letter of Credit Exposure) hereunder. A Canadian Revolving Lender shall be an Affiliate or a branch of a U.S. Revolving Lender or shall have a branch that is acting as a U.S. Revolving Lender.

“ Canadian Revolving Note ”: a promissory note substantially in the form of Exhibit F-1 .

“ Canadian Revolving Proceeds ”: as defined in Section 2.3(b)(i)(B) .

“ Canadian Rollover Letter of Credit ”: a Rollover Letter of Credit issued for the account of a Canadian Borrower.

“ Canadian Secured Parties ”: the collective reference to the Administrative Agent, the Canadian Revolving Lenders (including any Canadian Issuing Bank in its capacity as such) and any Bank Product Providers to which Canadian Bank Product Obligations are owed.

“ Canadian Security Agreement ”: the Canadian Pledge and Security Agreement to be executed and delivered by Canadian Loan Parties, substantially in the form of Exhibit A-1 .

“ Canadian Security Documents ”: collectively, the Canadian Security Agreement and any additional pledge or security agreements or deeds of hypothec that create or purport to create a Lien on the Canadian Collateral in favor of the Administrative Agent for the benefit of the Canadian Secured Parties and any instruments of assignment or other instruments or agreements executed pursuant to the foregoing (including Depositary Bank Agreements and Lien Waivers executed by the Canadian Loan Parties).

“ Canadian Special Advances ”: as defined in Section 2.2(e)(iii) .

“ Canadian Subsidiary ”: of any person, any Subsidiary of such Person organized under the laws of Canada, or Province or Territory thereof.

“ Canadian Subsidiary Guarantor ”: each existing and subsequently acquired or organized direct or indirect wholly owned Restricted Subsidiary of Holdings that is not a Canadian Borrower organized under the laws of Canada, or Province or Territory thereof, that becomes party to a Guarantee.

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“ Canadian Swingline Loan ” and “ Canadian Swingline Loans ”: as defined in Section 2.2(c)(ii).

“ Canadian Swingline Note ”: a promissory note substantially in the form of Exhibit F-2 .

“ Canadian Swingline Sublimit ”: as defined in Section 2.2(c)(ii) .

“ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all expenditures by such Person or any Restricted Subsidiary during such period for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that, in conformity with GAAP, are included in “additions to property, plant or equipment” or comparable items reflected in the consolidated statement of cash flows of the Company and the Restricted Subsidiaries.

“ Capital Stock ”: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Capitalized Lease Obligations ”: at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. For the avoidance of doubt, “Capitalized Lease Obligations” shall not include obligations or liabilities of any Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date.

“ Cash Contribution Amount ”: the aggregate amount of cash contributions made to the capital of any Loan Party described in the definition of “Contribution Indebtedness.”

“ Cash Dominion Period ”: a period commencing on the date (i) an Event of Default has occurred and/or (ii) Global Excess Availability (as defined below) has been less than the Level 1 Availability Trigger Amount for 5 consecutive Business Days and continuing until the date (x) all Events of Default, if any, have been waived in writing and (y) Global Excess Availability has been equal to or greater than the Level 1 Availability Trigger Amount for 30 consecutive days; provided that in the Administrative Agent’s Permitted Discretion, a Cash Dominion Period shall be deemed in effect at all times after a Cash Dominion Period has occurred and has been discontinued on 4 occasions in any calendar year or 8 occasions after the Closing Date.

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“ Cash Equivalents ”:

(1) U.S. Dollars, Canadian Dollars, Euros, pounds sterling, the national currency of any participating member state of the European Union and local currencies held by the Company and Restricted Subsidiaries from time to time in the ordinary course of business in connection with any business conducted by such Person in such foreign jurisdiction;

(2) securities issued or directly and fully guaranteed or insured by the government of the United States, Canada or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year, and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500,000,000, or the foreign currency equivalent thereof, and whose long-term debt is rated with an Investment Grade Rating by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a corporation (other than an Affiliate of the Company) rated at least “P-1/A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(6) readily marketable direct obligations issued by any state or commonwealth of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness or Preferred Stock issued by Persons (other than the Sponsor or any of its Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition;

(8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

(9) instruments equivalent to those referred to in clauses (1) through (7) above denominated in Euros or pounds sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with (a) any business conducted by any Restricted Subsidiary organized in such jurisdiction or (b) any Investment in the jurisdiction where such Investment is made.

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“ Cash Management Agreement ”: any agreement to provide Cash Management Services.

“ Cash Management Services ”: any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

“ CCAA ”: Companies’ Creditors Arrangement Act (Canada), as now and hereinafter in effect, or any successor statute.

“ CDOR Rate ”: on any day for any applicable Interest Period, the average per annum rate of interest for Canadian bankers’ acceptances for a term comparable to such period appearing on the “Reuters Screen CDOR Page” (or comparably nationally recognized screen as determined by the Administrative Agent if the Reuters Screen is not available) at or about 10:00 a.m. (Toronto time) on such day or, if no such screen is available, the average of the rates for such period applicable to Canadian Dollar banker’s acceptances for a term comparable to such period quoted by at least three of the banks listed on Schedule I of the Bank Act (Canada) at or about 10:00 a.m. (Toronto time) on such day (and, if any such rate is below zero, the CDOR Rate shall be deemed to be zero) .

“ Certificated Securities ”: as defined in Section 3.16(a) .

“ CFC ”: a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CFC Holdco ”: a Subsidiary that has no material assets other than capital stock of one or more direct or indirect Foreign Subsidiaries that are CFCs.

“ Change in Law ”: means the occurrence after the date of the Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided , that , notwithstanding anything in the Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “ Change in Law ,” regardless of the date enacted, adopted or issued.

“ Change of Control ”: at any time, (a) prior to a Qualified Public Offering, the Permitted Investors (i) shall fail to have the right, directly or indirectly, by voting power, contract or

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otherwise, to elect or designate for election at least a majority of the board of directors of Holdings or (ii) shall fail to Beneficially Own Capital Stock of Holdings representing a majority of the voting power represented by the issued and outstanding Capital Stock of Holdings, (b) after a Qualified Public Offering, any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Investors, shall Beneficially Own Capital Stock of Holdings representing more than 35.0% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Holdings and the percentage of the aggregate ordinary voting power represented by such Capital Stock Beneficially Owned by such person or group exceeds the percentage of the aggregate ordinary voting power represented by Capital Stock of Holdings then Beneficially Owned by the Permitted Investors, unless (i) the Permitted Investors have, at such time, the right or the ability, directly or indirectly, by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of Holdings or (ii) during any period of twelve (12) consecutive months immediately prior to such time, a majority of the seats (other than vacant seats) on the board of directors of Holdings shall be occupied by persons who were (x) members of the board of directors of Holdings on the Closing Date or nominated by one or more Permitted Investors or Persons nominated by one or more Permitted Investors or (y) appointed by directors so nominated, (c) Holdings shall cease to Beneficially Own, directly or indirectly, 100% of the issued and outstanding Capital Stock of the Company and JW Canada or (d) a “change of control” or similar event shall occur under the Term Loan Credit Agreements ~~, the documentation governing any Tower LLC Loan~~ or other Indebtedness of the Company and the Restricted Subsidiaries the outstanding principal amount of which exceeds $35,000,000 in the aggregate.

“ Class ”: (a) when used with respect to Lenders, refers to whether such Lenders are U.S. Revolving Lenders or Canadian Revolving Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are U.S. Revolving Commitments or Canadian Revolving Commitments or Extended Commitments and (c) when used with respect to Commitments in connection with any Extension Agreement, refers to whether such Commitments are subject to such Extension Agreement. Extended Commitments (and the Advances made pursuant thereto) and Incremental Advances made pursuant to any Incremental Amendment that have different terms and conditions shall be construed to be in different Classes.

“ Closing Date ”: October 15, 2014.

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”: the ABL Priority Collateral and the Term Priority Collateral, collectively.

“ Collateral Agent ”: Wells Fargo Bank in its capacity as collateral agent for the Secured Parties under the Security Documents, and its successor or successors in such capacity.

“ Collateralize ”: either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to the Administrative Agent, including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.6(i) of this Agreement (including any fronting fees) will continue to accrue while the Letters of Credit are

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outstanding) to be held by the Administrative Agent for the benefit of the Lenders in an amount equal to 102% (or 110% with respect to the Canadian Facility) of the then existing Letter of Credit Usage, (b) delivering to the Administrative Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing the Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to the Administrative Agent, from a commercial bank acceptable to the Administrative Agent (in its sole discretion) in an amount equal to 102% (or 110% with respect to the Canadian Facility) of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).

“ Collection DDAs ”: individually or collectively, as the context may require, the U.S. Collection DDAs and the Canadian Collection DDAs.

“ Commitment ”: with respect to each Lender, its U.S. Revolving Commitment, its Canadian Revolving Commitment and its Total Commitment, as the context requires, and, with respect to all Lenders, their U.S. Revolving Commitments, their Canadian Revolving Commitments and their Total Commitments, as the context requires, in each case as such U.S. Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule 1.1F or in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time in accordance with the terms of this Agreement.

“ Commitment Fees ”: as defined in Section 2.9(b) .

“ Commitment Increase ”: as defined in Section 2.23(a) .

“ Commitment Increase Lender ”: as defined in Section 2.23(d) .

“ Commitment Period ”: the period from and including the Closing Date to but excluding the Revolving Termination Date.

“ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with Holdings within the meaning of Section 4001 of ERISA or is part of a group that includes Holdings and that is treated as a single employer under Section 414 of the Code.

“ Company ”: as defined in the preamble above.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer of the Borrower Representative substantially in the form of Exhibit B .

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“ Consolidated EBITDA ”: with respect to the Company and the Restricted Subsidiaries for any period, the Consolidated Net Income of the Company and the Restricted Subsidiaries for such period:

(1) increased (without duplication and solely to the extent that any such amounts reduce Consolidated Net Income of the Company and the Restricted Subsidiaries for such period) by:

(a) provision for taxes based on income or profits or capital, including state, franchise and similar taxes and foreign withholding taxes of the Company and its Restricted Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income, including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of the Company and its Restricted Subsidiaries or any direct or indirect parent of such Person in respect of such period in accordance with Section 6.3(b)(xii) , which shall be included as though such amounts had been paid as income taxes directly by the Company; plus

(b) Consolidated Interest Expense, to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Non-Cash Charges of the Company and the Restricted Subsidiaries for such period to the extent such non-cash charges were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses (including non-recurring legal and professional fees, costs and expenses) or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition (including any Permitted Acquisition), disposition, recapitalization or the Incurrence of Indebtedness permitted to be Incurred by this Agreement, including a refinancing thereof, and any amendment or modification to the terms of any such transaction (in each case, whether or not successful), including such fees, expenses, costs or charges related to the Transactions, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any cash restructuring costs, charges and business optimization expenses included in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Closing Date, costs related to the closure and/or consolidation of facilities; provided that the aggregate amount of cash restructuring charges and business optimization expenses added pursuant to this clause (e) shall not exceed 10.0% of Consolidated EBITDA (calculated after giving effect to all adjustments made to Consolidated EBITDA for such period) in the aggregate for any period; plus

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future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related expenses paid or accrued in such period to the Permitted Investors to the extent otherwise permitted under Section 6.6 to the extent deducted (and not added back) in computing Consolidated Net Income; plus

(i) the amount of cost savings, operating expense reductions and synergies related to acquisitions, divestitures, restructuring charges and expenses, cost savings initiatives, any operational changes (including, without limitation, operational changes arising out of the modification of contractual arrangements) and other similar initiatives and projected by the Company in good faith to result from actions with respect to which substantial steps have been, will be or are expect to be, taken to the extent factually supportable and reasonably identifiable (in the good faith determination of the Company) within 24 months after such transaction or initiative is consummated) (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses, and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such actions are to be taken within 24 months after the consummation of the acquisition, divestiture or disposition, restructuring or the implementation of an initiative, as applicable, that is expected to result in cost savings, operating expense reductions, restructuring charges and expenses, or synergies, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this defined term to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period and (C) the aggregate amount of cost savings, operating expense reductions, restructuring charges and expenses, and synergies added pursuant to this clause (i) shall not exceed 1 2 0.0% of Consolidated EBITDA (calculated after giving effect to all adjustments made to Consolidated EBITDA for such period) in the aggregate for any period; plus

(j) any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) to the extent deducted (and not added back) in computing Consolidated Net Income; plus

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(k) the tax effect of any items excluded from the calculation of Consolidated Net Income pursuant to clauses (1) , (3) , (4) and (8) of the definition thereof; plus

(l) earn-out obligations and expenses paid or accrued during such period resulting from any Permitted Acquisitions or other investment; plus

(m) for purposes of determining compliance with the Fixed Charge Coverage Ratio required under Section 6.1 , the Cure Amount, if any, received by the Company in connection with any Specified Equity Contribution; plus

(n) extraordinary, unusual or non-recurring losses, charges and expenses (including “reset costs” in connection with operations in new locations and facility start-up costs associated with the opening of new manufacturing locations); provided that the aggregate amount of extraordinary, unusual or non-recurring losses, charges and expenses added pursuant to this clause (n) in any period shall not exceed 10.0% of Consolidated EBITDA (calculated after giving effect to all adjustments made to Consolidated EBITDA for such period) in the aggregate for any period; plus

(o) the effect of price increases (net of any price decreases) instituted by Holdings and its Subsidiaries (calculated on a pro forma basis as if such increases had been in effect on the first day of such period and as if such price increases were realized during the entirety of such period), so long as any such price increase had been effective for at least 90 days as of the date of calculation; provided that the aggregate amount of price increases added pursuant to this clause (o) in any period shall not exceed 10.0% of Consolidated EBITDA (calculated after giving effect to the all adjustments made to Consolidated EBITDA for such period) in the aggregate for any period; plus

(p) losses from discontinued operations; plus

(q) unrealized losses due to foreign exchange adjustments (including, without limitation, losses and expenses in connection with the effect of currency and exchange rate fluctuations); plus

(r) Restricted Payments made to fund Holdings’ obligations under the Tax Receivable Agreement; plus

(s) charges or expenses in connection with obligations under the Tax Receivable Agreement;

~~Provided~~ provided , that notwithstanding the foregoing, the amount of adjustments made pursuant to clauses (e) , (i) , (n) and (o) above for any period of calculation shall not exceed in the aggregate 30.0% of Consolidated EBITDA for such period (calculated after giving effect to all adjustments made to Consolidated EBITDA for such period).

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(2) decreased by (without duplication and solely to the extent that any such amounts are included in Consolidated Net Income of the Company and the Restricted Subsidiaries for such period) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and extraordinary cash gains of the types identified in clause (1) above; and

(3) increased (by losses) or decreased (by gains) by (without duplication and solely to the extent that any such amounts are deducted from (or included in) Consolidated Net Income of the Company and the Restricted Subsidiaries for such period) the application of FASB Interpretation No. 45 (Guarantees).

“ Consolidated Interest Expense ”: with respect to the Company and the Restricted Subsidiaries for any period, the sum, without duplication, of

(1) consolidated interest expense of the Company and the Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, ~~and~~ (e) net payments and receipts (if any) pursuant to interest rate Hedging Obligations with respect to Indebtedness and (f) the amount of cash interest payments owed by Holdings under the Tax Receivable Agreement, to the extent funded through a Restricted Payment by the Company or a Restricted Subsidiary , and excluding (t) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (u) penalties and interest relating to taxes, (v) any “additional interest” or “penalty interest” with respect to any securities, (w) any accretion or accrued interest of discounted liabilities, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (y) any expensing of bridge, commitment and other financing fees); plus

(2) consolidated capitalized interest of the Company and the Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period;

provided that, for purposes of calculating Consolidated Interest Expense, no effect shall be given to the discount and/or premium resulting from the bifurcation of derivatives under FASB ASC 815 and related interpretations as a result of the terms of the Indebtedness to which such Consolidated Interest Expense relates.

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For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Notwithstanding the foregoing, any additional charges arising from (i) the application of Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity— Overall—Recognition” to any series of Preferred Stock other than Disqualified Stock or (ii) the application of Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition,” in each case, shall be disregarded in the calculation of Fixed Charges.

“ Consolidated Net Income ”: with respect to the Company and the Restricted Subsidiaries for any period, the aggregate of the Net Income of the Company and the Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication:

(1) any after-tax effect of extraordinary, non-recurring, non-operating or unusual gains, losses, income or expenses (including all fees and expenses relating thereto (including costs and expenses related to the Transactions)), severance, relocation costs, consolidation and closing costs, integration and facilities opening costs, business optimization costs, transition costs, restructuring costs, signing, retention or completion bonuses and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP, shall be excluded,

(3) any net after-tax effect of income or loss from disposed, abandoned or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(4) any net after-tax effect of gains or losses (including all fees and expenses relating thereto) attributable to business dispositions or asset dispositions or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

(5) the Net Income for such period of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting (other than a Guarantor), shall be excluded; provided , that the Consolidated Net Income of the Company and the Restricted Subsidiaries shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period,

(6) ~~[Reserved],~~ any gains or losses resulting from the re-measurements of obligations under the Tax Receivable Agreement shall be excluded,

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(7) effects of adjustments (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries) in any line item in such Person’s consolidated financial statements pursuant to GAAP and related authoritative pronouncements resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any net after-tax income (loss) from the early extinguishment of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded,

(9) [Reserved],

(10) any non-cash compensation charge or expense, including any such charge arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Company or any of its direct or indirect parent companies, including any expense resulting from the application of Statement of Financial Accounting Standards No. 123R shall be excluded, provided that any subsequent settlement in cash shall reduce Consolidated Net Income for the period in which such payment occurs,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, Equity Offering, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transactions consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded,

(12) accruals and reserves that are established and not reversed within 12 months after the Closing Date that are so required to be established as a result of the Transactions (or within 12 months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded,

(13) an amount equal to the amount of tax distributions actually made to holders of Capital Stock of the Company or any direct or indirect parent company of the Company in respect of such period in accordance with Section 6.3(b)(xii) shall be excluded as though such amounts had been paid as income taxes directly by the Company for such period,

(14) any charges resulting from the application of Accounting Standards Codification Topic 805 “Business Combinations,” Accounting Standards Codification Topic 350 “Intangibles—Goodwill and Other,” Accounting Standards Codification Topic 360-10-35-15 “Impairment or Disposal of Long-Lived Assets,” Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity-Overall-Recognition” or Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” shall be excluded,

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(15) non-cash interest expense resulting from the application of Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition” shall be excluded,

(16) the following items shall be excluded: (a) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic 815 “Derivatives and Hedging”; and (b) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

Solely for purposes of calculating Consolidated EBITDA, the Consolidated Net Income of the Company and its Restricted Subsidiaries shall be calculated without deducting the income attributable to the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties.

In addition, to the extent not already accounted for in the Consolidated Net Income of the Company and the Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) the amount of proceeds received during such period from business interruption insurance in respect of insured claims for such period, (ii) the amount of proceeds as to which the Company has determined there is reasonable evidence it will be reimbursed by the insurer in respect of such period from business interruption insurance (with a deduction for any amount so added back to the extent denied by the applicable carrier in writing within 180 days or not so reimbursed within 365 days), and (iii) reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder.

“ Consolidated Non-Cash Charges ”: with respect to the Company and the Restricted Subsidiaries for any period, the aggregate depreciation, amortization (including amortization of intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees, the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of the Company’s and the Restricted Subsidiaries’ outstanding Indebtedness and commissions, discounts, yield and other fees and charges but excluding amortization of prepaid cash expenses that were paid in a prior period), non-cash impairment, non-cash compensation, non-cash rent and other non-cash losses, charges and expenses of the Company and the Restricted Subsidiaries reducing Consolidated Net Income for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that if any non-cash charges referred to in this definition represent an accrual or reserve for potential cash items in any future period (to the extent instituted in accordance with GAAP), the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid.

“ Contingent Obligations ”: with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness

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(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefore,

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“ Contract Rate ”: the LIBOR Rate, EURIBOR and the BA Rate, as the context may require.

“ Contract Rate Loans ”: LIBOR Rate Loans, EURIBOR Loans and BA Rate Loans, as the context may require.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Contribution Indebtedness ”: Indebtedness of any Loan Party in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions, any Specified Equity Contribution or any such cash contributions that have been used to make a Restricted Payment) made to the capital of the Company after the Closing Date, provided that:

(1) such Contribution Indebtedness is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the Incurrence date thereof;

(2) such Contribution Indebtedness (a) is Incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the Incurrence date thereof.

“ Control ”: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Control Investment Affiliate ”: as to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies.

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“ Cure Amount ”: as defined in Section 8.3(a) .

“ Cure Right ”: as defined in Section 8.3(a) .

“ Currency Due ”: as defined in Section 10.22 .

“ Daily Balance ”: as of any date of determination and with respect to any Finance Obligation, the amount of such Finance Obligation owed at the end of such day.

“ DDA ”: each checking, savings, deposit or demand deposit account maintained by any of the Loan Parties. All funds in each DDA (other than Excluded DDAs described in clauses (b) and (d) of the definition thereof) shall be conclusively presumed to be Collateral and proceeds of Collateral and the Administrative Agent and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

“ Debtor Relief Laws ”: the Bankruptcy Code of the United States, the BIA, the CCAA, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ”: any of the events specified in Section 8.1 , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ”: any Lender that (a) has failed to fund or pay any amounts required to be funded or paid by it under this Agreement within 2 Business Days following the date that it is required to do so under this Agreement (including the failure to make available to the Administrative Agent amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement) unless, solely in the case of funding Loans pursuant to Section 2.2(d)(i) , such Lender notified the Administrative Agent and the Administrative Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, (b) has notified the Administrative Borrower, the Administrative Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under this Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements generally (as reasonably determined by the Administrative Agent) under which it has committed to extend credit, (d) failed, within 3 Business Day after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund any amounts required to be funded by it under this Agreement (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (d) upon receipt of such written confirmation by the Administrative Agent and the Administrative Borrower), (e) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency

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proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or becomes the subject of a Bail-In-Action or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or becomes the subject of a Bail-In Action, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided , that a Lender shall not be a Defaulting Lender hereunder solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“ Defaulting Lender Rate ”: (a) with respect to any amounts advanced under the U.S. Facility and denominated in U.S. Dollars, (x) for the first 3 days from and after the date the relevant payment is due, the U.S. Base Rate, and (y) thereafter, the interest rate then applicable to U.S. Advances that are U.S. Base Rate Loans (inclusive of the Applicable Margin applicable to U.S. Base Rate Loans), (b) with respect to any amounts advanced under the U.S. Facility and denominated in Euros, (x) for the first 3 days from and after the date the relevant payment is due, EURIBOR for loans with an Interest Period of one month, and (y) thereafter, the interest rate then applicable to U.S. Advances of EURIBOR Loans (inclusive of the Applicable Margin applicable to EURIBOR Loans), (c) with respect to any amounts advanced under the Canadian Facility and denominated in Canadian Dollars, (x) for the first 3 days from and after the date the relevant payment is due, the Canadian Prime Rate, and (y) thereafter, the interest rate then applicable to Canadian Advances that are Canadian Prime Rate Loans (inclusive of the Applicable Margin applicable to Canadian Prime Rate Loans), and (d) with respect to any amounts advanced under the Canadian Facility and denominated in U.S. Dollars, (x) for the first 3 days from and after the date the relevant payment is due, the Canadian Base Rate, and (y) thereafter, the interest rate then applicable to Canadian Advances that are Canadian Base Rate Loans (inclusive of the Applicable Margin applicable to Canadian Base Rate Loans).

“ Defaulting Canadian Lender ”: any Canadian Revolving Lender that is a Defaulting Lender.

“ Defaulting U.S. Lender ”: any U.S. Revolving Lender that is a Defaulting Lender.

“ Deposit Account ”: any deposit account (as that term is defined in the UCC).

“ Depositary Bank Agreement ”: an agreement among a Loan Party, a bank or other depositary institution and the Collateral Agent, in form and substance reasonably acceptable to the Administrative Agent, as the same may be amended, modified or supplemented from time to time.

“ Designated Accounts ”: the U.S. Designated Account and/or the Canadian Designated Account, as the context so requires. “ Designated Account ”: any one of the foregoing accounts.

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“ Designated Non-cash Consideration ”: the Fair Market Value of non-cash consideration received by the Company or one of the Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“ Disposition ”: with respect to any property (including Capital Stock of the Company or any Restricted Subsidiary), any sale, lease, Sale Leaseback Transaction, assignment, conveyance, transfer or other disposition thereof (including by merger or consolidation or amalgamation and excluding the granting of a Lien permitted hereunder) and any issuance of Capital Stock of any Restricted Subsidiary. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disqualified Stock ”: any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, in each case at the option of the holder thereof), or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to this Facility and any prepayment requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to this Facility),

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3) is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to 91 days after the maturity date of the Term Loans; provided that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided , further , that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided , further , that any Capital Stock held by any future, current or former employee, director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or immediate family members), of the Company, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the Company or any Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors of the Company (or the compensation committee thereof), in each case pursuant to any stockholders’ agreement, management equity plan, stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings, the Company or its subsidiaries; provided , further , however , that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

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“ Domestic Subsidiary ”: any Subsidiary of Holdings organized under the laws of the United States, any state within the United States or the District of Columbia.

“ Drawing Document ”: any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Equity Interests ”: Capital Stock and all warrants, options or other rights to acquire Capital Stock.

“ Eligible Accounts ”: those Accounts created by a Borrower in the ordinary course of its business, that arise out of such Borrower’s sale of goods or rendition of services and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below as determined by the Administrative Agent in its Permitted Discretion:

(a) Accounts that the Account Debtor has failed to pay within 90 days of the original invoice date therefor, or (y) Accounts that the Account Debtor has failed to pay within 60 days of the due date therefor,

(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

(d) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of any Borrower,

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(e) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or, in the judgment of the Administrative Agent acting in its Permitted Discretion, any other terms by reason of which the Account Debtor’s payment obligation may be conditional,

(f) Accounts that are not payable in U.S. Dollars or Canadian Dollars,

(g) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada, or (ii) is not organized under the laws of the United States or any state thereof or Canada or any province or territory therein, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to the Administrative Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to the Administrative Agent and is directly drawable by the Administrative Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to the Administrative Agent,

(h) Accounts with respect to which the Account Debtor is (i) the United States or Canada or any department, agency, or instrumentality of the United States or Canada (exclusive, however, of Accounts with respect to which the Borrowers have complied, to the reasonable satisfaction of the Administrative Agent, with the Assignment of Claims Act, 31 USC §3727 or the Financial Administration Act (Canada)), (ii) any state of the United States, or (iii) any province or territory of Canada,

(i) Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, whether by action, suit, counterclaim or otherwise, unless the Administrative Agent has determined in its Permitted Discretion that such claims demands or liabilities are not material to the determination of eligibility of the Accounts owing from such Person, to the extent of such claim, right of recoupment or setoff, or dispute,

(j) Accounts with respect to an Account Debtor whose total obligations owing to the Borrowers exceed (x) 40% of all Eligible Accounts for Accounts with respect to which the Account Debtor is the Material Account Debtor Number 1 as defined in Schedule 1.1K , (y) 35% of all Eligible Accounts for Accounts with respect to which the Account Debtor is Material Account Debtor Number 2 as defined in Schedule 1.1K , and (z) 10% of all Eligible Accounts for Accounts with respect to which the Account Debtor is any other Person (such percentages, as applied to a particular Account Debtor, shall be subject to reduction by the Administrative Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates), in each case to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided , that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by the Administrative Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit; provided , further , that each of the percentages in clauses (x) and (y) above may be increased by up to 5% at the request of the Borrower Representative in the Administrative Agent’s Permitted Discretion so long as the Account Debtor related thereto maintains a long-term corporate debt rating equal to or higher than Baa1 (or the equivalent) by Moody’s and BBB+ (or the equivalent) by S&P,

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(k) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,

(l) Accounts, the collection of which, the Administrative Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s financial condition,

(m) Accounts that are not subject to a valid and perfected first priority Lien in favor of the Administrative Agent under the Loan Documents,

(n) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,

(o) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,

(p) Accounts that represent the right to receive advance payments prior to the completion or performance by the applicable Borrower of the subject contract for goods or services,

(q) Accounts for Inventory subject to FOB destination terms,

(r) Accounts owed by an Account Debtor where any other Accounts owed by that Account Debtor have been sold or assigned in connection with a factoring or other similar arrangement;

(s) Without duplication of the last sentence of this definition, Accounts with respect to which the Account Debtor has a contractual right of return, setoff or charge back, or

(t) Accounts owned by a target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to the Administrative Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

In determining the amount to be included, without duplication of any other reserve or eligibility criteria, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances and rebates.

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defined in Regulation D under the Securities Act) and which extends credit or buys commercial loans in the ordinary course; provided that “Eligible Assignee” shall not include any competitor of the Company or any of its Subsidiaries, natural person or the Company, Holdings or any of their Affiliates.

“ Eligible Equipment ”: items of Equipment owned by a U.S. Borrower that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below as determined by the Administrative Agent in its Permitted Discretion:

(a) such Equipment does not constitute ABL Priority Collateral,

(b) such Equipment is not solely owned by a U.S. Borrower or a U.S. Borrower does not have good, valid, and marketable title to such Equipment, free and clear of any Lien (other than Liens granted to the Administrative Agent pursuant to the Security Documents, Liens granted to the Term Loan Administrative Agent under the Term Loan Documents and statutory landlord liens),

(c) such Equipment has not been appraised by a third party appraiser reasonably acceptable to the Administrative Agent, utilizing procedures and criteria reasonably acceptable to the Administrative Agent,

(d) such Equipment is leased by a U.S. Borrower or is leased by a U.S. Borrower to an unaffiliated third party,

(e) such Equipment is not located at a location that constitutes Borrowing Base Real Property Collateral,

(f) such Equipment is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent under the Loan Documents,

(g) such Equipment is not insured in compliance with the provisions of Section 5.5 (it being agreed that existing levels of insurance shall be deemed acceptable to the Administrative Agent for this purpose), or

(h) such Equipment has been sold but not yet delivered or as to which a U.S. Borrower has accepted a deposit.

“ Eligible Finished Goods Inventory ”: Inventory that qualifies as Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of the Borrowers’ business.

“ Eligible Inventory ”: Inventory of a Borrower that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below as determined by the Administrative Agent in its Permitted Discretion:

(a) a Borrower does not have good, valid, and marketable title thereto,

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(b) a Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a Borrower),

(c) it is not located at one of the locations in the continental United States or Canada set forth on Schedule 1.1G to the Agreement (or in-transit from one such location to another such location),

(d) it is in-transit to or from a location of a Borrower (other than in-transit from one location set forth on Schedule 1.1G to another location set forth on Schedule 1.1G ),

(e) it is located on real property leased by a Borrower or in a contract warehouse, in each case, unless it is subject to a Lien Waiver executed by the lessor or warehouseman, as the case may be, and unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises,

(f) it is the subject of a bill of lading or other document of title,

(g) it is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent under the Loan Documents,

(h) it consists of goods returned or rejected by a Borrower’s customers,

(i) it consists of goods that are obsolete, slow moving or restrictive items or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in the Borrowers’ business, bill and hold goods, defective goods, “seconds,” or Inventory acquired on consignment,

(j) it is subject to third party trademark, licensing or other proprietary rights, unless the Administrative Agent is satisfied that such Inventory can be freely sold by the Administrative Agent on and after the occurrence of an Event of a Default despite such third party rights,

(k) it is not located at a location where the Borrowers maintain Inventory with an aggregate value at least equal to $100,000 as reflected in the most recent appraisal or field exam conducted by the Administrative Agent or, to the extent such information is included therein (i.e. to the extent that the Borrowers have established a monthly perpetual inventory reporting system covering such location), in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent, or

(l) it was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to the Administrative Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

“ Eligible Raw Material Inventory ”: Inventory that qualifies as Eligible Inventory and consists of goods that are first quality raw materials excluding packaging, chemicals, screws, staples and other fasteners and wood scraps.

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“ Eligible Real Property Collateral ”: Real Property Collateral that complies with each of the representations and warranties respecting Real Property Collateral made in the Loan Documents and which satisfies all of the following conditions as determined by the Administrative Agent in its Permitted Discretion:

(a) such Real Property Collateral constitutes ABL Priority Collateral,

(b) a U.S. Borrower owns such Real Property Collateral in fee simple absolute,

(c) the Administrative Agent shall have received evidence that all actions that the Administrative Agent may reasonably deem necessary or appropriate in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken,

(d) the Administrative Agent shall have received an appraisal (based upon Appraised Value) of such Real Property Collateral complying with the requirements of FIRREA by a third party appraiser reasonably acceptable to the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and

(e) The Real Property Eligibility Requirements have been satisfied.

“ Eligible Work-in-Process Inventory ”: Inventory that qualifies as Eligible Inventory and consists of goods that are first quality work-in-process; provided , that, anything to the contrary contained herein notwithstanding, the value of such Inventory shall not include the value of any labor or other services rendered to produce such Inventory.

“ EMU ”: Economic Monetary Union as contemplated in the EU Treaty.

“ EMU Legislation ”: the legislative measures of the EMU for the introduction of, changeover to, or operation of the Euro in one or more member states.

“ Engagement Letter ”: the Engagement Letter, dated as of September 11, 2014, between the Company and the Joint Lead Arrangers.

“ Enhanced Collateral Monitoring Period ”: a period commencing on the date Global Excess Availability (as defined below) shall have been less than the Level 2 Availability Trigger Amount for 5 consecutive Business Days and expiring on the date Global Excess Availability shall have been equal to or greater than the Level 2 Availability Trigger Amount for 30 consecutive days.

“ Enhanced Collateral Reporting Period ”: a period commencing on the date Global Excess Availability shall have been less than the Level 1 Availability Trigger Amount for 5 consecutive Business Days and continuing until the date Global Excess Availability shall have been equal to or greater than the Level 1 Availability Trigger Amount for 30 consecutive days.

“ Enhanced Financial Reporting Period ”: a period commencing on the date Global Excess Availability (as defined below) shall have been less than the Level 2 Availability Trigger Amount for 5 consecutive Business Days and continuing until the date Global Excess Availability shall have been equal to or greater than the Level 2 Availability Trigger Amount for 30 consecutive days.

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“ Environmental Action ”: any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of any Borrower or any of its predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower or any of its predecessors in interest.

“ Environmental Compliance Reserve ”: with respect to Real Property Collateral, any reserve which the Administrative Agent, from time to time in its Permitted Discretion, establishes for estimable amounts that are reasonably likely to be expended by the Borrowers in order for the Borrowers and their operations and property (a) to comply with any notice from a Governmental Authority asserting non-compliance with Environmental Laws, or (b) to correct any such non-compliance with Environmental Laws or to provide for any Environmental Liability.

“ Environmental Laws ”: any and all foreign, federal, state, provincial local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning Materials of Environmental Concern, human health and safety with respect to exposure to Materials of Environmental Concern, and protection or restoration of the environment as now or may at any time hereafter be in effect.

“ Environmental Liabilities ”: all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“ Equipment ”: as defined in the U.S. Security Agreement or such other Security Agreement as the context may require.

“ Equity Interests ”: Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ Equity Offering ”: any public or private sale after the Closing Date of common stock or Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), other than:

(1) public offerings with respect to such Person’s common stock registered on Form S-8;

(2) issuance to any Restricted Subsidiary; and

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(3) any such public or private sale that constitutes an Excluded Contribution.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ESOP ”: the Employee Stock Ownership Plan of the Company.

“ EU Treaty ”: the Treaty on European Union.

“ EURIBOR Loan ”: each Loan the rate of interest applicable to which is based upon EURIBOR.

“ EURIBOR ”: in relation to any amount denominated in Euros and for the relevant Interest Period (1, 2, 3, 6 or, if available to Appropriate Lenders, 12 months (or a shorter period)) the percentage rate per annum determined by the Banking Federation of the European Union appearing on Reuters Page EURIBOR01 at or about 11:00 a.m. (Brussels time) on the date which is 2 Business Days prior to the commencement of such Interest Period. In the event that the rates referenced above are not available, EURIBOR determined pursuant to this definition shall instead be the rate determined by the Administrative Agent as the all-in-cost of funds for the Administrative Agent (or such other Lender) to fund an Advance of Loans denominated in Euros with maturities comparable to the Interest Period applicable thereto.

“ Euro ” or “ € ”: the single currency of the Participating Member States introduced in accordance with the provisions of Article 109(i)4 of the EU Treaty.

“ Euro Extensions ”: as defined in Section 2.17(b) .

“ Event of Default ”: as defined in Section 8.1 .

“ Exchange Act ”: the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“ Exchange Rate ”: on any date, as determined by Administrative Agent, the spot selling rate posted by Reuters on its website for the sale of the applicable currency for U.S. Dollars at approximately 11:00 a.m., Local Time, on such date; provided that, if, for any reason, no such spot rate is being quoted, the spot selling rate shall be determined by reference to such publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent, or, in the event no such service is available, such spot selling rate shall instead be the rate reasonably determined by the Administrative Agent as the spot rate of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11:00 a.m., Local Time, on the applicable date for the purchase of the relevant currency for delivery two Business Days later.

“ Excluded Assets ”: as defined in the U.S. Security Agreement, Canadian Security Agreement or such other Security Agreement as the context may require; provided, however, that (1) such term shall include any asset where the cost (including costs attributable to Taxes) of obtaining a security interest in, or perfection of, such assets exceeds the practical benefit to the

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Lenders afforded thereby as reasonably determined by the U.S. Borrowers in good faith in consultation with the Administrative Agent, and (2) in the case of any U.S. Loan Party or any Canadian Loan Party that is disregarded as separate from any U.S. Loan Party or any Domestic Subsidiary for U.S. federal income tax purposes, such term shall include (i) any assets of Foreign Subsidiaries, and (ii) any Capital Stock in any Foreign Subsidiary or CFC Holdco, other than 65% of the Capital Stock in any Foreign Subsidiary or CFC Holdco that is directly owned by any U.S. Borrower or U.S. Guarantor.

“ Excluded Contributions ”: the net cash proceeds and Cash Equivalents received by or contributed to the Loan Parties after the Closing Date from:

(1) contributions to its common or preferred equity capital, and

(2) the issuance (other than to the Company or a Restricted Subsidiary or management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock) of the Company or any direct or indirect parent,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be; provided that notwithstanding the foregoing, Specified Equity Contributions shall not constitute Excluded Contributions.

“ Excluded DDA ”: a deposit account other than a Collection DDA which satisfies one of the following: (a) any exclusive payroll, other employee benefits, trust, fiduciary, customs, insurance deposits or tax withholding accounts funded in the ordinary course of business or required by applicable law, (b) any escrow, defeasance and redemption accounts, (c) any local petty cash accounts of the Loan Parties funded in the ordinary course of business the balance of which do not aggregate more than $250,000 at any time outstanding and (d) deposit accounts and securities accounts exclusively maintained for the purpose of holding, and actually holding, only identifiable cash proceeds from Term Priority Collateral as identified by the Company to the Administrative Agent from time to time.

“ Excluded Domestic Subsidiary ”: any Domestic Subsidiary of Holdings or the Borrowers that is (i) a CFC Holdco or (ii) a direct or indirect Domestic Subsidiary of a Foreign Subsidiary that is a CFC.

“ Excluded ECP Guarantor ”: in respect of any Swap Obligation, any Loan Party that is not a Qualified ECP Guarantor at the time such Swap Obligation is incurred.

“ Excluded Swap Obligation ”: with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 7.11 and any other

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“keepwell, support or other agreement for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Hedge Agreement, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedge Agreement for which such Guarantee or Lien is or becomes excluded in accordance with the first sentence of this definition.

“ Existing Credit Agreement ”: the Company’s existing Credit Agreement, dated as of September 19, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time), among the Company and JELD-WEN of Europe, B.V., as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, as the administrative agent, collateral agent, the issuing bank and swingline lender thereunder.

“ Existing Debt Release/Repayment ”: collectively, (i) the release of the Company and its Subsidiaries as guarantors under the Existing Credit Agreement and the Existing Indenture and the termination and release of all security interests and Liens granted by the Company and its Subsidiaries in connection therewith, (ii) subject to clause (iii) of this definition, the repayment in full of the obligations under the Existing Credit Agreement and the Existing Indenture and the termination of the related loan documentation, (iii) with respect to letters of credit issued or guaranteed by a lender under the Existing Credit Agreement (such lender, a “ Prior Lender ”), the replacement or Collateralization of such letters of credit or the issuance of supporting Letters of Credit pursuant to Section 2.10 or 2.11 , as applicable, as mutually agreed upon by the Administrative Agent, the Borrower Representative, the relevant Issuing Bank and the Prior Lender and (iv) the release of all Liens on the Collateral pledged by Holdings and its Subsidiaries in connection with the Existing Guarantee.

“ Existing Guarantee ”: the Amended and Restated Guaranty, dated as of July 8, 2009, by the Company in favor of U.S. Bank National Association, as amended by the Amendment of Guaranty, dated as of June 29, 2011.

“ Existing Indenture ”: the Indenture, dated as of October 3, 2011 (as amended, amended and restated, modified or otherwise supplemented from time to time), between the Company and Wells Fargo, as trustee, in connection with the issuance of the Senior Secured Notes due 2017.

“ Extended Advances ”: the Advances made pursuant to any Extended Commitment or otherwise extended pursuant to an Extension Amendment.

“ Extended Commitments ”: one or more Classes of extended Revolving Commitments that result from an Extension Amendment.

“ Extending Lenders ”: as defined in Section 2.24(a) .

“ Extension Agreement ”: as defined in Section 2.24(b) .

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“ Extension Amendment ”: an amendment to this Agreement and the other Loan Documents, effected in connection with an Extension Offer pursuant to Section 2.24 , providing for an extension of the maturity date applicable to the Loans and/or Commitments of the Accepting Lenders and, in connection therewith, (a) a change to the Applicable Margin with respect to the Loans and/or Commitments of the Accepting Lenders and/or (b) a change to the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders.

“ Extension Offer ”: as defined in Section 2.24(a) .

“ Facility ”: individually or collectively, as the context may require, the U.S. Facility and/or the Canadian Facility.

“ Facility Exposure ”: at any time as to any Lender under any Facility, the aggregate principal amount of such Lender’s (a) unused Commitments, (b) outstanding Loans, (c) Letter of Credit Exposure, (d) Special Advance Exposure and (e) Swingline Exposure, each under such Facility at such time.

“ FATCA ”: as defined in Section 2.18(a) .

“ Fair Market Value ”: with respect to any asset or property, the price which could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as reasonably determined by the Borrower Representative in good faith).

“ Federal Funds Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers (or, if such day is not a Business Day, for the next preceding Business Day), as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by Wells Fargo from three federal funds brokers of recognized standing selected by it.

“ Fee Letter ”: that certain letter agreement dated as of September 11, 2014 between Holdings and the Administrative Agent.

“ Finance Obligations ”: (a) all loans (including the Advances (including Special Advances and Swingline Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Canadian Reimbursement Undertakings and Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to any Loan Account pursuant to this Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by this Agreement or any of the

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other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that the Loan Parties are required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all Bank Product Obligations. Without limiting the generality of the foregoing, the Finance Obligations of Loan Parties under the Loan Documents include the obligation to pay (i) the principal of the Advances (including Special Advances and Swingline Loans), (ii) interest accrued on the Advances (including Special Advances and Swingline Loans), (iii) the amount necessary to reimburse any Issuing Bank for amounts paid or payable pursuant to Letters of Credit, (iv) Letter of Credit commissions, fees (including fronting fees) and charges, (v) Lender Group Expenses, (vi) fees payable under this Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference in the Agreement or in the Loan Documents to the Finance Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“ Financial Covenant Trigger Period ”: a period commencing on any date that Global Excess Availability is less than the Level 1 Availability Trigger Amount and continuing until the date Global Excess Availability shall have been equal to or greater than the Level 1 Availability Trigger Amount for 30 consecutive days.

“ Fixed Charge Coverage Ratio ”: with respect to the Company and the Restricted Subsidiaries for any period, the ratio of (a) the sum of (i) Consolidated EBITDA of the Company and the Restricted Subsidiaries for such period, minus (ii) the unfinanced portion of Capital Expenditures (it being understood that Capital Expenditures financed with the proceeds of Advances shall not be deemed financed for this purpose) for such period, to (b) the Fixed Charges of the Company and the Restricted Subsidiaries for such period. In the event that the Company or any of the Restricted Subsidiaries (I) Incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness, (II) makes a Restricted Payment, (III) makes a designation pursuant to Section 5.12 or (IV) merges, consolidates or sells all or substantially all of the assets that requires compliance with the Fixed Charge Coverage Ratio pursuant to Section 6.8 , in each case subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Fixed Charge Coverage Ratio Calculation Date ”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such actions set forth in clauses (I) through (IV) , as if the same had occurred on the first day of the applicable Test Period.

For purposes of making the computation referred to above, (a) Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and operational changes, that the Company or any of the Restricted Subsidiaries has both determined to make and made after the Closing Date and during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date (each, for purposes of this definition, a “ pro forma event ”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations, discontinued operations and

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operational changes (and the change of any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of such Test Period. If since the beginning of such Test Period any Person that subsequently became the Company or a Restricted Subsidiary or was merged with or into the Company or a Restricted Subsidiary since the beginning of such Test Period shall have made or effected any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, or operational change that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such Test Period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation, or operational change had occurred on the first day of the applicable Test Period.

For purposes of calculating the Fixed Charge Coverage Ratio for any Test Period for which the beginning of such Test Period occurred prior to the Closing Date, the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to the Transactions for such Test Period as if the Transactions had occurred on the first day of the applicable Test Period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company solely to the extent identifiable and supportable with such evidence as the Administrative Agent shall reasonably request. Any such pro forma calculation may include, without duplication, adjustments appropriate to reflect cost savings, operating expense reductions, restructuring charges and expenses and synergies reasonably expected to result from the applicable event to the extent permitted under the definition of “Consolidated EBITDA”.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire Test Period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower Representative to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable Test Period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower Representative may designate.

“ Fixed Charges ”: with respect to any Person for any period, without duplication, the sum of

(1) Consolidated Interest Expense of such Person paid in cash for such period; plus

(2) scheduled principal payments of such Person on long-term Indebtedness made during such period; plus

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(3) Restricted Payments made pursuant to Section 6.3(b)(x) during such period; plus

(4) Restricted Payments made to fund Holdings obligations under the Tax Receivable Agreement during such period; plus

(5) Restricted Payments to any direct or indirect parent of the Company in connection with the funding of ESOP distributions that are required by the terms of the ESOP then in effect (whether pursuant to the terms thereof or otherwise as required by applicable Law) during such period; plus

(6) ~~(5)~~ payments of management, monitoring, consulting and advisory fees (including termination fees) and related expenses paid or accrued in such period to the Permitted Investors or any Affiliates thereof (to the extent otherwise permitted under Section 6.6 ); plus

(7) ~~(6)~~ taxes paid in cash or tax distributions in lieu thereof paid during such period;

provided that, notwithstanding the foregoing, any charges arising from (i) the application of Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity—Overall—Recognition” to any series of Preferred Stock other than Disqualified Stock or (ii) the application of Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition,” in each case, shall be disregarded in the calculation of Fixed Charges.

“ Fixture ”: as defined in the U.S. Security Agreement or such other Security Agreement as the context may require.

“ Foreign Subsidiary ”: any Subsidiary of Holdings that is not a Domestic Subsidiary.

“ Forms ”: as defined in Section 2.18(d) .

“ Funding Date ”: the date on which an Advance occurs.

“ Funding Losses ”: as defined in Section 2.12(a)(vi) .

“ Funding Office ”: the office of the Administrative Agent specified in Section 9.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower Representative and the Lenders.

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the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower Representative, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred (other than for purposes of delivery of financial statements under Sections 5.1(a) , (b) and (c) ). “ Accounting Changes ” refers to changes in accounting principles (i) required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC or (ii) otherwise proposed by the Borrower Representative to, and approved by, the Administrative Agent.

“ Global Excess Availability ”: at any time, the sum of (a) (w) the U.S. Loan Cap at such time, minus (x) the U.S. Usage at such time, plus (y) unrestricted cash and Cash Equivalents of the U.S. Loan Parties held in deposit accounts at Wells Fargo and subject to Depositary Bank Agreements established pursuant to Section 5.17(a) not to exceed in the aggregate, when added together with cash and Cash Equivalents added pursuant to clause (b)(y) below, $10,000,000, plus (b) (w) the Canadian Loan Cap at such time, minus (x) the Canadian Usage at such time, (y) plus unrestricted cash and Cash Equivalents of the Canadian Loan Parties held in a deposit account at Wells Fargo or any financial institution reasonably acceptable to the Administrative Agent and subject to Depositary Bank Agreements established pursuant to Section 5.17(a ) not to exceed in the aggregate, when added together with cash and Cash Equivalents added pursuant to clause (a)(y) above, $10,000,000.

“ Global Loan Cap ”: at any time, the sum of (x) the U.S. Loan Cap plus (y) the Canadian Loan Cap.

“ Governmental Approval ”: any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“ Governmental Authority ”: any nation or government, any state, province, territory or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“ Group Member ”: the collective reference to Holdings, the Company and the Restricted Subsidiaries.

“ guarantee ”: as to any Person, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness of another Person.

“ Guarantee ”: individually or collectively, as the context may require, the U.S. Guarantee and the Canadian Guarantee.

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“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

“ Guarantor Joinder Agreement ”: an agreement substantially in the form of Exhibit H-2 .

“ Guarantor Obligations ”: individually or collectively, as the context may require, the U.S. Guarantor Obligations and the Canadian Guarantor Obligations.

“ Guarantors ”: collectively, Holdings and the Subsidiaries of Holdings as are or may from time to time become parties to a Guarantee.

“ Hazardous Materials ” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“ Hedge Agreement ”: a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code and any other agreements or arrangements designed to manage or protect any Person against fluctuations in currency exchange, interest rates or commodity prices.

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“ Hedge Obligations ”: any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of the Group Members arising under, owing pursuant to, or existing in respect of Hedge Agreements that constitute Bank Product Agreements hereunder; provided , that, anything to the contrary contained in the foregoing notwithstanding, the Hedge Obligations shall exclude any Excluded Swap Obligation.

“ Hedge Provider ”: any Lender or Affiliate of a Lender party to a Hedge Agreement that constitutes a Bank Product Agreement hereunder from time to time; provided , that any such Person shall only be entitled to the rights of a Hedge Provider hereunder with respect to those Hedge Agreements to which it is a party that constitute Bank Product Agreements.

“ Hedging Obligations ”: with respect to any Person, the obligations of such Person under: (1) currency exchange, interest rate or commodity Swap Agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and (2) other agreements or arrangements designed to manage or protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“ Holdings ”: as defined in the preamble hereto.

“ IFRS ”: the International Financial Reporting Standards.

“ Immaterial Subsidiary ”: each Subsidiary designated by the Borrower Representative as an “Immaterial Subsidiary” from time to time so long as such Person, as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.1(a) , (b) or (c) (or prior to delivery of the financial statements for the fiscal year of the Company ending December 31, 2014, for which financial statements have been delivered pursuant to Section 4.1(d) ): (i) contributed less than 5% of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended, and (ii) had assets with a fair market value of less than 5% of the Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Total Assets attributable to all Subsidiaries that are Immaterial Subsidiaries exceeds 10% of Consolidated EBITDA for any such period or 10% of Total Assets as of the end of any such fiscal quarter, the Borrower Representative (or, in the event the Borrower Representative has failed to do so within 20 days, the Administrative Agent) shall de-designate sufficient Immaterial Subsidiaries and shall and the Borrowers shall cause such de-designated Subsidiaries to become Loan Parties hereunder.

“ Incremental Amendment ”: as defined in Section 2.23(c) .

“ Incremental Closing Date ”: as defined in Section 2.23(c) .

“ Incremental Lender ”: as defined in Section 2.23(a) .

“ Incur ”: with respect to any Indebtedness, issue, assume, guarantee, incur or otherwise become liable for; provided that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. “ Incurrence ” has a meaning correlative thereto.

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“ Indebtedness ”: with respect to any Person:

(1) the principal and premium (if any) of any Indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, assets or business, except (x) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor and (y) any acquisition earn-out obligations, (d) in respect of Capitalized Lease Obligations or (e) representing any Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness of any direct or indirect parent of the Company appearing upon the balance sheet of the Company solely by reason of push-down accounting under GAAP shall be excluded;

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations described in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(3) to the extent not otherwise included, obligations described in clause (1) of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person; and

(4) Disqualified Stock.

provided that (a) Contingent Obligations Incurred in the ordinary course of business, (b) Other Obligations associated with other post-employment benefits and pension plans, (c) any operating leases as such an instrument would be determined in accordance with GAAP on the date of this Agreement, (d) in connection with the purchase by the Company or the Restricted Subsidiaries of any business, post-closing payment adjustments to which the seller may be entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing until 30 days after such obligation becomes contractually due and payable, (e) deferred or prepaid revenues, (f) any Capital Stock other than Disqualified Stock, (g) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller ~~and~~ , (h) premiums payable to, and advance commissions or claims payments from, insurance companies and (i) any obligation in connection with the Tax Receivable Agreement , shall in each case be deemed not to constitute Indebtedness.

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“ Indemnitee ”: as defined in Section 10.5 .

“ Indemnified Liabilities ”: as defined in Section 10.5 .

“ Independent Financial Advisor ”: an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Company or a direct or indirect parent of the Company, qualified to perform the task for which it has been engaged.

“ Initial Public Offering ”: a Qualified Public Offering which has a market capitalization of at least $100,000,000.

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvency Proceeding ”: any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other Debtor Relief Law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intellectual Property Security Agreements ”: the Patent Security Agreement, the Trademark Security Agreement and the Copyright Security Agreement, each dated as of the date hereof, by the applicable grantors party thereto in favor of the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent and each as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the respective terms thereof and with this Agreement, and any additional agreements or documents granting or purporting to grant a Lien on intellectual property of any Loan Party for the benefit of any Secured Party.

“ Intercreditor Agreement ”: the Lien Subordination and Intercreditor Agreement, dated as of the date hereof, among the Administrative Agent, the Term Loan Administrative Agent and the other parties thereto, as supplemented from time to time (the “ ABL-Term Intercreditor Agreement ”) or any amendment, supplement or modification thereto and any other intercreditor agreement executed in connection with any transaction requiring such agreement to be executed pursuant to the terms hereof and thereof, among the Administrative Agent, the Borrowers or any other Loan Parties and one or more Senior Representatives in respect of such Indebtedness or any other party, as the case may be, substantially on terms set forth on Exhibit G (except to the extent otherwise reasonably agreed by the Borrowers, the Administrative Agent and the Required Lenders, which changes will be deemed approved by each Lender (other than the Administrative Agent acting in its capacity as such) who has not objected within ten (10) Business Days following the posting thereof by the Administrative Agent to the Lenders (or such other time as reasonably agreed by the Administrative Agent and the Borrowers)) and such other terms that are reasonably satisfactory to the Administrative Agent, in each case, as amended, restated, supplemented, replaced or otherwise modified from time to time with the consent of the Administrative Agent (such consent not be unreasonably withheld, conditioned or delayed).

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“ Interest Election Request ”: a certificate duly executed by a Responsible Officer of the Borrower Representative substantially in the form of Exhibit I .

“ Interest Payment Date ”: (a) as to any Contract Rate Loan having an Interest Period of three months (or 90 days in the case of BA Rate Loans) or less, the last day of such Interest Period, (b) as to any Contract Rate Loan having an Interest Period longer than three months (or 90 days in the case of BA Rate Loans), each day that is three months (or 90 days in the case of BA Rate Loans), or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, and (c) as to any as to any Contract Rate Loan, the date of any repayment or prepayment made in respect thereof.

“ Interest Period ”: (a) with respect to each Advance that is a LIBOR Rate Loan, a period commencing on the date of (w) the making of such Loan, (x) the continuation of a LIBOR Rate Loan, (y) the conversion of an Advance that is a U.S. Base Rate Loan to a LIBOR Rate Loan, or (z) the conversion of an Advance that is a Canadian Base Rate Loan to a LIBOR Rate Loan, as applicable, and ending 1, 2, 3, 6 or, if available to Appropriate Lenders, 12 months (or a shorter period) thereafter, as the Borrower Representative may elect, (b) with respect to each Advance that is a BA Rate Loan, a period commencing on the date of (x) the making of such Loan, (y) the continuation of a BA Rate Loan, (z) the conversion of an Advance that is a Canadian Prime Rate Loan to a BA Rate Loan, as applicable, and ending 30, 60, 90, 180 or, if available to Appropriate Lenders, 360 (or a shorter period) days thereafter, as the Borrower Representative may elect, and (c) with respect to each Advance that is a EURIBOR Loan, a period commencing on the date of making or continuation of such Advance, as applicable, and ending one 1, 2, 3, 6 or, if available to Appropriate Lenders, 12 months (or a shorter period) thereafter, as the Borrower Representative may elect; provided , that , in each case, (i) interest shall accrue at the applicable rate based upon the LIBOR Rate, the BA Rate or EURIBOR, as applicable, from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (ii) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (iii) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3, 6 or, if available to Appropriate Lenders, 12 months or a shorter period (or 30, 60, 90, 180 or, if available to all Canadian Revolving Lenders, 360 days or a shorter period, as applicable) after the date on which the Interest Period began, as applicable, and (iv) the Borrowers may not elect an Interest Period which will end after the Revolving Termination Date.

“ Inventory ”: as defined in the U.S. Security Agreement or the Canadian Security Agreement, as the context may require.

“ Inventory Reserves ”: means, as of any date of determination, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria (a) Landlord Reserves, and (b) those reserves that the Administrative Agent deems necessary, in its Permitted Discretion and subject to Section 2.1(d) , to establish and maintain (including reserves for slow moving Inventory and Inventory shrinkage) with respect to Eligible Inventory, Eligible

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Finished Goods Inventory, Eligible Work-in-Progress Inventory, Eligible Raw Materials Inventory, the Maximum Global Credit Amount, the Maximum U.S. Credit Amount or the Maximum Canadian Credit Amount.

“ Investment Grade Rating ”: a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency.

“ Investment Grade Securities ”:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities that have an Investment Grade Rating;

(3) investments in any fund that invests at least 95% of its assets in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ Investments ”: with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, directors, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 6.3 :

(1) ~~(5)~~ “Investments” of the Company and the Restricted Subsidiaries shall include the portion (proportionate to the applicable Person’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

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(2) ~~(6)~~ any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

For the avoidance of doubt, a guarantee by the Company or a Restricted Subsidiary of the obligations of another Person (the “primary obligor”) shall not be deemed to be an Investment by the Company or such Restricted Subsidiary in the primary obligor to the extent that such obligations of the primary obligor are in favor of the Company or any Restricted Subsidiary and the transaction giving rise to such obligations is already treated as an Investment hereunder, and in no event shall a guarantee of an operating lease or other business contract of any Borrower or any Restricted Subsidiary be deemed an Investment.

“IRS”: as defined in Section 10.6(c)(i).

“ISP”: with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued.

“Issuer Document”: with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of the applicable Issuing Bank and relating to such Letter of Credit.

“Issuing Banks”: individually or collectively, as the context may require, any U.S. Issuing Bank and any Canadian Issuing Bank.

“Joining Borrower”: individually or collectively, as the context may require, a Joining U.S. Borrower and a Joining Canadian Borrower.

“Joining Canadian Borrower”: as defined in Section 2.25.

“Joining U.S. Borrower”: as defined in Section 2.25.

“Joint Bookrunners”: collectively, the Joint Bookrunners listed on the cover page hereof.

“Joint Lead Arrangers”: collectively, the Joint Lead Arrangers listed on the cover page hereof.

“Judgment Currency”: as defined in Section 10.22.

“Landlord Reserve”: as to each location at which a Borrower has Inventory or books and records located and as to which a Lien Waiver has not been received by the Administrative Agent, a reserve in an amount equal to the greater of (a) the number of months rent for which the landlord will have, under applicable law, a Lien in the Inventory of such Borrower to secure the payment of rent or other amounts under the lease relative to such location, or (b) 3 months rent under the lease relative to such location.

“Latest Maturity Date”: at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time.

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“Lenders”: as defined in the preamble hereto; provided that, unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include the Issuing Banks and the Swingline Lender.

“Lender Group”: each of Lenders (including the Issuing Banks and the Swingline Lender) and the Administrative Agent, or any one or more of them (as the context requires).

“Lender Group Expenses”: all fees required to be paid to and costs or expenses of the Lender Group and/or the Administrative Agent required to paid or be reimbursed, as applicable, by the Company and/or its Subsidiaries under this Agreement.

“Lender Indemnities”: as defined in Section 9.13.

“Letter of Credit”: a letter of credit (as that term is defined in the UCC) issued by an Issuing Bank. Unless the context requires otherwise, Letters of Credit shall be deemed to include all Reimbursement Undertakings issued hereunder. Letters of Credit shall include the Rollover Letters of Credit.

“Letter of Credit Disbursement”: a payment made by an Issuing Bank pursuant to a Letter of Credit.

“Letter of Credit Exposure”: as of any date of determination with respect to any Lender under any Facility, such Lender’s Pro Rata Share of the Letter of Credit Usage under such Facility on such date.

“Letter of Credit Usage”: as of any date of determination with respect to any Facility, the aggregate undrawn amount of all Letters of Credit provided under such Facility and outstanding on such date.

“Letter of Credit Fees”: as defined in Section 2.5(b).

“Level 1 Availability Trigger Amount”: at any time, the greater of (x) 12.5% of the Global Loan Cap in effect at such time and (y) $25,000,000; provided upon the expiration of the Systems Update Period, the Level 1 Availability Trigger Amount shall be, at any time, the greater of (x) 10.0% of the Global Loan Cap in effect at such time and (y) $20,000,000.

“Level 2 Availability Trigger Amount”: at any time, the greater of (x) 15% of the Global Loan Cap in effect at such time and (y) $30,000,000.

“Level 3 Availability Trigger Amount”: at any time, the greater of (x) 20% of the Global Loan Cap in effect at such time and (y) $40,000,000.

“LIBOR Rate” in relation to any LIBOR Rate Loan, the rate per annum rate as reported on Reuters Screen LIBOR01 page (or any successor page or, if a successor is unavailable, such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (London time) 2 Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as

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an initial LIBOR Rate Loan, as a continuation of a LIBOR Rate Loan or as a conversion of a U.S. Base Rate Loan or Canadian Base Rate Loan, as applicable, to a LIBOR Rate Loan) by the Appropriate Borrowers in accordance with the terms hereof (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be made by the Administrative Agent and shall be conclusive in the absence of manifest error.

“ LIBOR Rate Loan ”: each Loan the rate of interest applicable to which is based upon the LIBOR Rate.

“ Lien ”: any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Lien Waiver ”: an agreement, in form and substance reasonably satisfactory to the Administrative Agent, by which (i) for any Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Administrative Agent to enter upon the premises and remove the Collateral or to use the premises for an agreed upon period of time to store or dispose of the Collateral, (ii) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any documents in its possession relating to the Collateral as agent for the Administrative Agent, and agrees to deliver the Collateral to the Administrative Agent upon request and (iii) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Lien of the Administrative Agent under the Loan Documents, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to the Administrative Agent upon request.

“ Limited Condition Transaction ”: any Permitted Acquisition or Permitted Investment whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.

“ Loan ”: any portion of an Advance made (or to be made) hereunder by any Lender.

“ Loan Account ”: as defined in Section 2.8 .

“ Loan Cap ”: the U.S. Loan Cap or the Canadian Loan Cap, as the context may require.

“ Loan Documents ”: this Agreement, Amendment No. 1, Amendment No. 2, any Intercreditor Agreement, the Notes, the Security Documents, an Incremental Amendment, if any, and an Extension Agreement, if any.

“ Loan Party ”: individually or collectively, as the context may require, each Borrower and each Guarantor.

“ Loan Party Guarantee ”: as defined in Section 6.2(b)(xxix) .

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“ Local Time ”: (a) New York, New York time with respect to the times for: (i) the determination of the U.S. Dollar Equivalent, (ii) the receipt of Advance requests for U.S. Advances, U.S. Swingline Loans and Canadian Advances and requests to the U.S. Issuing Bank for U.S. Letters of Credit and the Canadian Issuing Bank for the Canadian Letters of Credit, (iii) the receipt and sending of notices by and disbursement by the Administrative Agent or any Lender and any Issuing Bank and for payments with respect to U.S. Advances, U.S. Swingline Loans, Canadian Advances, U.S. Special Advances, Canadian Special Advances with respect to the U.S. Borrowers and the Canadian Borrowers and reimbursement obligations in respect of U.S. Letters of Credit and Canadian Letters of Credit and (iv) the Settlement, (b) Toronto, Ontario time with respect to the times for: (i) the receipt of Advance requests for Canadian Advances and requests to the Canadian Issuing Bank for Canadian Letters of Credit, and (ii) the receipt and sending of notices by and disbursement by the Administrative Agent or any Lender and any Issuing Bank and for payments in respect to Canadian Advances and Canadian Special Advances and reimbursement obligations in respect of Canadian Letters of Credit.

“ Majority Facility Lenders ”: at any time with respect to any Facility, Non-Defaulting Lenders holding more than 50% of the Facility Exposure under such Facility at such time.

“ Management Agreement ”: one or more management services agreements between the Company or any of its Affiliates and the Sponsor (or any of its Affiliates) in existence on the Closing Date, or a successor agreement between the Company or any of its Affiliates and the Sponsor, as may be amended, supplemented or otherwise modified from time to time; provided that such amendments, supplements or modifications are not materially adverse to the Lenders as reasonably determined in good faith by the Borrower Representative.

“ Management Stockholders ”: the members of management of Holdings or its Subsidiaries and their Control Investment Affiliates who are holders of Capital Stock of Holdings or any direct or indirect parent company of Holdings on the Closing Date.

“ Margin Stock ”: as set forth in Regulation U of the Board of Governors, or any successor thereto.

“ Material Adverse Effect ”: a material adverse effect on (a) the business, assets, liabilities, operations, financial condition or operating results of the Company and the Restricted Subsidiaries taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their obligations under the Loan Documents or (c) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent, any Lender or any Secured Party hereunder or thereunder.

“ Materials of Environmental Concern ”: any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, any petroleum or petroleum products, asbestos, polychlorinated biphenyls, lead or lead-based paints or materials, radon, urea-formaldehyde insulation, molds fungi, mycotoxins, and radioactivity, or radiofrequency radiation that are regulated pursuant to Environmental Law as toxic or hazardous or have an adverse effect on human health or the environment.

“ Material Property ”: any individual fee owned real property with a Fair Market Value equal to or greater than $5,000,000.

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“ Maximum Amount ”: as defined in Section 10.18(a) .

“ Maximum Canadian Credit Amount ”: on any date of determination, the aggregate Canadian Revolving Commitments on such date. The Maximum Canadian Credit Amount on the Closing Date is $45,000,000. The Maximum Canadian Credit Amount may increase or decrease from time to time in accordance with the terms hereof (including in connection with a Reallocation pursuant to Section 1.4 ).

“ Maximum Global Credit Amount ”: $300,000,000 as such amount may increase or decrease from time to time in accordance with the terms hereof.

“ Maximum U.S. Credit Amount ”: on any date of determination, the aggregate U.S. Revolving Commitments on such date. The Maximum U.S. Credit Amount on the Closing Date is $255,000,000. The Maximum U.S. Credit Amount may increase or decrease from time to time in accordance with the terms hereof (including in connection with a Reallocation pursuant to Section 1.4 ).

“ Minimum Extension Condition ”: as defined in Section 2.24(c) .

“ Moody ’ s ”: Moody’s Investors Service, Inc., or any successor thereto.

“ Mortgaged Property ”: the real properties as to which, pursuant to Section 5.9(b) or otherwise, the Administrative Agent, for the benefit of the Secured Parties, shall be granted a Lien pursuant to the Mortgages, including each real property identified as a “Mortgaged Property” on Schedule 1.1I .

“ Mortgage ”: each of the mortgages, deeds of trust, and deeds to secure debt or such equivalent documents hereafter entered into and executed and delivered by one or more of the Loan Parties (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) to the Administrative Agent, in each case, in form and substance reasonably acceptable to the Administrative Agent.

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Income ”: with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“ Net Liquidation Percentage ”: as of any date of determination, the percentage of the book value of the Borrowers’ Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be determined as to each category of Inventory and to be as specified in the most recent appraisal received by the Administrative Agent from an appraisal company reasonably acceptable to the Administrative Agent and except for appraisals conducted while a Cash Dominion Period is in effect, to the Borrower Representative.

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“ New York UCC ”: the Uniform Commercial Code as in effect from time to time in the State of New York.

“ Non-Defaulting Canadian Lender ”: any Canadian Revolving Lender other than a Defaulting Canadian Lender.

“ Non-Defaulting Lender ”: any Lender other than a Defaulting Lender.

“ Non-Defaulting U.S. Lender ”: any U.S. Revolving Lender other than a Defaulting U.S. Lender.

“ Non-Excluded Taxes ”: as defined in Section 2.18(a) .

“ Non-Guarantor Subsidiary ”: (a) any Subsidiary of Holdings (i) that is not a Wholly Owned Subsidiary ( provided that such Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary becomes a Wholly Owned Subsidiary), (ii) that is an Immaterial Subsidiary ( provided that such Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary is no longer an Immaterial Subsidiary), (iii) for which the provision of a Guarantee would be prohibited or restricted by applicable law (including financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations), whether on the Closing Date or thereafter or by contract existing on the Closing Date, or, if such Subsidiary is acquired after the Closing Date, by contract existing when such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition), including any requirement to obtain the consent of any Governmental Authority or third party, (iv) for which the provision of a Guarantee would result in material adverse tax consequences (as reasonably determined by the Borrower Representative in consultation with the Administrative Agent), (v) for which the cost of providing a Guarantee is excessive in relation to the value afforded thereby (as reasonably determined by the Borrower Representative and the Administrative Agent) or (vi) for which the provision of a Guarantee would result, directly or indirectly, in the Guarantee by a CFC Holdco or a Foreign Subsidiary that is a CFC of an obligation of a Canadian Loan Party that is disregarded as separate from any U.S. Loan Party or any Domestic Subsidiary for U.S. federal income tax purposes, (vii) with respect to the obligations of any U.S. Loan Party or any Canadian Loan Party that is disregarded as separate from any U.S. Loan Party or any Domestic Subsidiary for U.S. federal income tax purposes, any Foreign Subsidiary or Excluded Domestic Subsidiary and (b) any captive insurance company or not-for-profit subsidiary; provided that, notwithstanding the foregoing clauses (a) and (b) , the Borrower Representative may in its sole discretion cause any Non-Guarantor Subsidiary to become a Loan Party hereunder and designate any Non-Guarantor Subsidiary as a Subsidiary Guarantor.

“ Non-Material Property ”: any individual fee owned real property other than Material Property.

“ Non-U.S. Lender ”: as defined in Section 2.18(d) .

“ Note ”: individually or collectively, as the context may require, each Canadian Revolving Note, each Canadian Swingline Note, each U.S. Revolving Note and each U.S. Swingline Note.

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“ OFAC ”: as defined in Section 3.18(c)(v) .

“ Officer ’ s Certificate ”: a certificate signed on behalf of Holdings, the Company or the Borrower Representative by any Responsible Officer thereof, who must be the principal executive officer, the principal financial officer, the treasurer, the controller, the general counsel or the principal accounting officer that meets the requirements set forth in this Agreement.

“ Organizational Document ”: (i) relative to each Person that is a corporation, its charter/articles and its by-laws (or similar documents), (ii) relative to each Person that is a limited liability company, its certificate of formation and its operating agreement (or similar documents), (iii) relative to each Person that is a limited partnership, its certificate of formation and its limited partnership agreement (or similar documents), (iv) relative to each Person that is a general partnership, its partnership agreement (or similar document) and (v) relative to any Person that is any other type of entity, such documents as shall be comparable to the foregoing.

“ Other Obligations ”: any principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness.

“ Other Taxes ”: any and all present or future stamp or documentary, intangible, recording or filing Taxes or similar excise or property Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document except to the extent any such Taxes that are (i) imposed as a result of an assignment by a Lender (an “Assignment Tax”) if such Assignment Tax is imposed as a result of any present or former connection between the assignor or assignee and the jurisdiction imposing such Assignment Tax (other than any connection arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents), or (ii) Taxes excluded from the indemnification provisions in Section 2.18(a) .

“ Outstanding Amount ”: (a) with respect to the Advances and Swingline Loans on any date, the amount thereof after giving effect to any borrowings and prepayments or repayments of Advances (including any refinancing of outstanding unpaid drawings under Letters of Credit or Letter of Credit Disbursements as an Advance under any Facility) and Swingline Loans, as the case may be, occurring on such date; and (b) with respect to any Letters of Credit on any date, the amount thereof on such date after giving effect to any Letter of Credit Disbursement occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or Letter of Credit Disbursements as an Advance under any Facility) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“ Overadvance ”: as of any date of determination, that the Usage under any Facility is greater than any of the limitations set forth in Section 2.1 , Section 2.10 or Section 2.11 .

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“ Participant ”: as defined in Section 10.6(c)(i) .

“ Participant Register ”: as defined in Section 10.6(c)(i) .

“ Participating Member State ”: each state as described in any EMU Legislation.

“ Patriot Act ”: the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177, signed into law March 9, 2009, as amended.

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permitted Acquisition ”: as defined in clause (ix) of Section 6.3(b) .

“ Permitted Cure Securities ”: any Qualified Equity Interest in Holdings.

“ Permitted Debt ”: as defined in Section 6.2(b) .

“ Permitted Discretion ”: a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“ Permitted Investments ”:

(1) Investments by (i) any U.S. Loan Party in any other U.S. Loan Party; (ii) any Canadian Loan Party in any other Loan Party; (iii) any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party; (iv) any Loan Party in any Restricted Subsidiary that is not a Loan Party not to exceed the greater of $3,000,000 and 0.150% of Total Assets (at the time such Investment is made); (v) any U.S. Loan Party in any Canadian Loan Party not to exceed the greater of $3,000,000 and 0.150% of Total Assets (at the time such Investment is made); or (vi) the Company or any Restricted Subsidiary in any other Restricted Subsidiary so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom, and (y) Global Excess Availability on the date of such Investment and for each day during the 30-day period immediately preceding such date is equal to or greater than the Level 1 Availability Trigger Amount calculated on a pro forma basis giving effect to such Investment; provided for any single or series of related Investments in excess of $ 1 2 0,000,000 made pursuant to this clause (vi) , the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before the making of any such Investments evidencing compliance with the foregoing;

(2) any Investment in Cash Equivalents or Investment Grade Securities;

(3) any Investment by a Loan Party in a Person if as a result of such Investment (a) such Person substantially contemporaneously becomes a Guarantor, or (b) such Person substantially contemporaneously, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, a Loan Party and (y) any Investment held by such Person; provided , that in the case of this clause (y) , such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

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(4) any Investment in securities or other assets, including earnouts, not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale permitted under Section 6.5 ;

(5) Investments existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date (as replaced, Refinanced, refunded, renewed or extended); provided that any such Investment is in an amount that does not exceed the amount in existence on the Closing Date; provided , further, that individual Investments existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date in excess of $7,500,000 shall be listed on Schedule 6.3 hereto;

(6) a single acquisition (or series of related acquisitions) by the Company or any Restricted Subsidiary thereof (or an Investment by the Company or any Restricted Subsidiary thereof in any Restricted Subsidiary of the Company in connection with such acquisition) of the majority of the Capital Stock of Persons or of assets constituting all or substantially all of the assets of a Person organized, formed or otherwise domiciled in a member country of the European Economic Area for aggregate consideration not to exceed $20,000,000 during the life of this Agreement (such transaction, the “ Approved European Acquisition ”); provided , that (x) such Approved European Acquisition shall be financed with the proceeds of the Term B-1 Loans (as defined in the Term Loan Credit Agreement) and (y) such Approved European Acquisition shall not be financed with the proceeds of Advances hereunder;

(7) any Investment acquired by the Company or any Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable, (b) in good faith settlement of delinquent obligations of, and other disputes with Persons who are not Affiliates or (c) as a result of a foreclosure by any Borrower or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under Section 6.2(b)(xii) ;

(9) So long as no Event of Default has occurred or is continuing both before and after giving effect to such Investment or would result therefrom, additional Investments by the Company or any of the Restricted Subsidiaries having an aggregate Fair Market Value (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (9) , not to exceed the greater of $50,000,000 and 2.25% of Total Assets (at the time such Investment is made) in the aggregate at any time outstanding;

(10) loans and advances to (or guarantees of Indebtedness of) officers, directors and employees for business related travel expenses (including entertainment expense),

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moving and relocation expenses, tax advances, payroll advances and other similar expenses, in each case Incurred in the ordinary course of business consistent with past practice or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof under compensation plans approved by the Board of Directors of the Company in good faith; provided , that Investments made pursuant to this clause (10) shall not exceed $2,000,000 in the aggregate at any time outstanding;

(11) Investments the payment for which consists of Equity Interests of the Company (other than Disqualified Stock) or any direct or indirect parent of the Company, as applicable;

(12) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 6.6 (except transactions described in clauses (b)(ii) , (b)(v) , (b)(ix)(B) and (b)(xxiii) therein);

(13) the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(14) guarantees issued in accordance with Section 6.2 ;

(15) Reserved;

(16) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(17) Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with Section 6.5 ;

(18) Reserved;

(19) Reserved;

(20) advances, loans, rebates and extensions of credit (including the creation of receivables) to suppliers, customers and vendors, and performance guarantees, in each case in the ordinary course of business;

(21) the acquisition of assets or Capital Stock solely in exchange for the issuance of common equity securities of the Company; and

(22) other Investments so long as (A) no Default or Event of Default has occurred or is continuing both before and after giving effect to such Investment and (B)(I) Global Excess Availability on the date of such Investment and for each day during the 30-day period immediately preceding such date is equal to or greater than the Level 3 Availability Trigger Amount on a pro forma basis after giving effect to such Investment or (II) both (x) Global Excess Availability on such date and for each day during the 30-day period immediately preceding such date is equal to or greater than the Level 2 Availability Trigger Amount on a pro forma basis after giving effect to such Investment and (y) the

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Fixed Charge Coverage Ratio for the most recently ended Test Period is at least 1.0 to 1.0; provided that for any single or series of related Investments in excess of $ 1 2 0,000,000 made pursuant to this clause (22) , the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before the making of any such Investments evidencing compliance with the foregoing; provided , further , that if a Loan Party classifies any Loan Party Guarantee as permitted under this clause (22), then for purposes of complying with subclause (B) above at the time of the Incurrence of such Loan Party Guarantee (and at no other time and for no other purpose under this Agreement or any other Loan Document), such Loan Party shall be deemed to have made a cash contribution to the Restricted Subsidiary Incurring Indebtedness under Section 6.2(b)(xxix) funded solely with the proceeds of Advances and in an amount equal to the aggregate liability of such Loan Party under the Loan Party Guarantee.

For purposes of this Agreement, any Investment shall be determined on the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value.

“ Permitted Investors ”: the collective reference to the Sponsor and its Control Investment Affiliates.

“ Permitted Liens ”: with respect to any Person:

(1) pledges or deposits of cash or Cash Equivalents by such Person in connection with workmen’s compensation, employment or unemployment insurance and other types of social security legislation, employee source deductions, goods and services taxes, sales taxes, municipal taxes, corporate taxes and pension fund obligations, or good faith deposits, prepayments or cash pledges to secure bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, performance and return of money bonds and other similar obligations incurred in the ordinary course of business, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs or appeal bonds or statutory bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens which are not consensual and do not secure indebtedness for borrowed money, imposed by law, such as carriers’, warehousemen’s, mechanics’ and other similar Liens, in each case for sums which have not yet been due or payable for more than 30 days or which are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien); provided that the aggregate value of all such Liens on ABL Priority Collateral shall not exceed $2,500,000 in the aggregate at any time outstanding;

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(3) inchoate Liens for taxes, assessments or other governmental charges (i) which have not yet been due or payable for more than 30 days or (ii) which are being contested in good faith by appropriate proceedings that have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and for which adequate reserves are being maintained to the extent required by GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business which do not encumber ABL Priority Collateral;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building code or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens Incurred to secure Other Obligations in respect of Indebtedness permitted to be Incurred pursuant to Section 6.2(b)(ii) , (b)(vi) , (b)(vii) , (b)(xiv) , (b)(xv) or (b)(xvi) ; provided that (A) in the case of Section 6.2(b)(vii) , such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any income or profits thereof, (B) in the case of Section 6.2(b)(xv) , such guarantee may only be subject to Liens to the extent the underlying Indebtedness may be subject to any Liens, and (C) in the case of Section 6.2(b)(xvi) , such Lien does not encumber ABL Priority Collateral.

(7) Liens existing on the Closing Date; provided that Liens securing liabilities or covering assets in excess of $7,500,000 shall be listed on Schedule 6.7 hereto;

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further , that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary of the Company (other than the proceeds or products of such assets or property or shares of stock or improvements thereon);

(9) Liens on assets or on property at the time the Company or a Restricted Subsidiary of the Company acquired such assets or property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary of the Company; provided that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further , that the Liens may not extend to any other assets or property owned by the Company or any Restricted Subsidiary of the Company (other than the proceeds or products of such assets or property or shares of stock or improvements thereon);

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(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary of the Company permitted to be Incurred pursuant to Section 6.2 ;

(11) [Reserved];

(12) Liens on specific items of inventory which is not ABL Priority Collateral or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights) in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries;

(14) Liens arising from Uniform Commercial Code financing statement filings (or Canadian PPSA filings or publications made in the Register of of Personal and Moval Real Rights of the Province of Quebec) regarding operating leases entered into by the Company and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of any Loan Party;

(16) deposits made in the ordinary course of business to secure liability to insurance carriers, companies and brokers;

(17) Liens on the Equity Interests of Unrestricted Subsidiaries and joint ventures that are not Restricted Subsidiaries;

(18) grants of software and other technology licenses in the ordinary course of business;

(19) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(20) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(21) Liens Incurred to secure Bank Products Obligations in the ordinary course of business;

(22) Liens on equipment of the Company or any Restricted Subsidiary of the Company which does not constitute ABL Priority Collateral granted in the ordinary course of business to the Company’s or such Restricted Subsidiary’s client at which such equipment is located;

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(23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6) , (7) , (8) , (9) , (10) , (15) , (24) and (25) of this definition of “Permitted Liens”; provided , that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien ( plus proceeds or products of such property or improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6) , (7) , (8) , (9) , (10) , (15) , (24) and (25) of this definition of “Permitted Liens” at the time the original Lien became a Permitted Lien under this Agreement, and (B) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including any premium and defeasance costs, related to such refinancing, refunding, extension, renewal or replacement;

(24) other Liens securing obligations which obligations, taken together with all obligations permitted to be secured pursuant to this clause (24) , in the aggregate do not exceed the greater of $25,000,000 and 1.25% of Total Assets at any one time outstanding; provided such Liens do not encumber ABL Priority Collateral;

(25) Liens securing Hedging Obligations permitted under Section 6.2(b)(xii) ;

(26) Liens on receivables and related assets including proceeds thereof being sold in factoring arrangements entered into in the ordinary course of business;

(27) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of the Restricted Subsidiaries in the ordinary course of business;

(28) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(29) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.2 ; provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement;

(30) restrictions on dispositions of assets to be disposed of pursuant to merger agreements, stock or asset purchase agreements and similar agreements;

(31) customary options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures and partnerships;

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(32) any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Company or any Restricted Subsidiary (to the extent otherwise permitted hereunder);

(33) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(34) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (ii) attaching to a commodity trading account in the ordinary course of business; and (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and which are within the general parameters customary in the banking industry;

(35) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement in connection with an Investment permitted hereunder;

(36) customary Liens on deposits required in connection with the purchase of property, equipment and inventory, in each case incurred in the ordinary course of business;

(37) Liens securing the Finance Obligations created pursuant to any Loan Document, the Term Loan Obligations pursuant to any Term Loan Document and any Bank Product Agreement; provided , that in the case of the Liens securing the Term Loan Obligatons, such Liens are subject to the ABL-Term Intercreditor Agreement;

(38) Liens securing or arising pursuant to Sale Leaseback Transactions permitted pursuant to Section 6.9 ; provided such Liens may not encumber ABL Priority Collateral;

(39) Liens on assets of Restricted Subsidiaries that are not Loan Parties; provided that such Liens secure obligations of such Restricted Subsidiaries that are otherwise permitted hereunder and such Liens only encumber assets of such Restricted Subsidiaries that are not Loan Parties; and

(40) Liens constituting a reservation in any original grant by the Crown of real property located in Canada.

Notwithstanding the foregoing, (a) if the property subject to the Liens permitted under clauses (6), (8), (9), (10), (15), (22) and (23) consists of ABL Priority Collateral, a Senior

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Representative acting on behalf of the holders of the Indebtedness secured by such Liens shall have become party to an Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent, which results in such Senior Representative having rights to share in the ABL Priority Collateral on a junior-lien basis and (b) if the property subject to the Liens permitted under clause (6) consists of Term Priority Collateral, a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent), which results in such Senior Representative having rights to share in the Term Priority Collateral on a pari passu basis or a junior-lien basis, as applicable.

The Borrower Representative may classify (or later reclassify) any Lien in one or more of the above categories (including in part in one category and in part in another category). For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“ Permitted Priority Liens ”: Permitted Liens with respect to Collateral other than Capital Stock.

“ Person ”: any natural person, corporation, limited partnership, general partnership, limited liability company, unlimited liability company, limited liability partnership, joint venture, association, joint stock company, trust, bank trust company, land trust, business trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity whether legal or not.

“ Plan ”: at a particular time, any employee benefit plan that is covered by Title IV of ERISA and in respect of which any Loan Party or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, other than a Predecessor Plan.

“ Platform ”: as defined in Section 5.2(a) .

“ PPSA ”: the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect; provided that if attachment, perfection or priority of the Lien of the Administrative Agent under the Loan Documents on any Collateral are governed by the personal property security laws of any jurisdiction in Canada other than the laws of the Province of Ontario, “PPSA” shall mean those personal property security laws in such other jurisdiction in Canada for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

“ Predecessor Plan ”: any employee benefit plan that is covered by Title IV of ERISA, which plan is no longer sponsored by or contributed to by any Loan Party or a Commonly Controlled Entity after the Closing Date.

“ Preferred Stock ”: any Equity Interest with preferential right of payment of dividends or redemptions upon liquidation, dissolution, or winding up.

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“ Prior Lender ”: as defined in “Existing Debt Release/Repayment.”

“ Private Lender Information ”: any information and documentation that is not Public Lender Information.

“ Pro Forma Basis ”: for the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters or trailing twelve month period, as applicable (each, a “ Reference Period ”), (i) if, at any time during such Reference Period, the Company or any Restricted Subsidiary shall have made any Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if, during such Reference Period, the Company or any Restricted Subsidiary shall have made an acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, occurred on the first day of such Reference Period (including, in each such case, such pro forma adjustments relating to a specific transaction or event and reflective of actual or reasonably anticipated synergies and cost savings expected to be realized or achieved in the twelve months following such transaction or event, which pro forma adjustments shall be certified by the chief financial officer, treasurer, controller or comptroller of the Borrower Representative; provided that all such adjustments shall not exceed the percentage limitations thereon, if any, set forth in the definition of “Consolidated EBITDA”. The term “Disposition” in this definition shall not include dispositions of inventory and other ordinary course dispositions of property.

“ Pro Rata Share ”: as of any date of determination:

(a) with respect to (w) a U.S. Revolving Lender’s obligation to make U.S. Advances and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (x) a U.S. Revolving Lender’s obligation to participate in U.S. Letters of Credit, to reimburse the U.S. Issuing Bank, and right to receive payments of fees with respect thereto, (y) a U.S. Revolving Lender’s funding obligations on any Settlement Date with respect to U.S. Swingline Loans and U.S. Special Advances, and (z) all other matters as to a particular U.S. Revolving Lender under the U.S. Facility: (i) prior to the U.S. Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such U.S. Revolving Lender’s U.S. Revolving Commitment, by (z) the aggregate U.S. Revolving Commitments of all U.S. Revolving Lenders, and (ii) from and after the time that the U.S. Revolving Commitments have been terminated or reduced to zero, the Pro Rata Share most recently in effect calculated in accordance with subclause (i) above, giving effect to any subsequent assignments,

(b) with respect to (w) a Canadian Revolving Lender’s obligation to make Canadian Advances and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (x) a Canadian Revolving Lender’s obligation to participate in Canadian Letters of Credit and Canadian Reimbursement Undertakings, to reimburse the Canadian Issuing Bank, and right to receive payments of fees with respect thereto, (y) a Canadian Revolving Lender’s funding obligations on any Settlement Date with respect to Canadian Swingline Loans

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and Canadian Special Advances, and (z) all other matters as to a particular Canadian Lender under the Canadian Facility: (i) prior to the Canadian Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Canadian Revolving Lender’s Canadian Revolving Commitment, by (z) the aggregate Canadian Revolving Commitments of all Canadian Revolving Lenders, and (ii) from and after the time that the Canadian Revolving Commitments have been terminated or reduced to zero, the Pro Rata Share most recently in effect calculated in accordance with subclause (i) above, giving effect to any subsequent assignments, and

(c) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 9.13 of this Agreement), (i) prior to the Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Total Commitments, by (z) the aggregate amount of Total Commitments of all Lenders, and (ii) from and after the time that the Commitments have been terminated or reduced to zero, the Pro Rata Share most recently in effect calculated in accordance with subclause (i) above, giving effect to any subsequent assignments.

“ Proceeds of Crime Act ”: the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended from time to time, and including all regulations thereunder.

“ Projections ”: as defined in Section 5.2(d) .

“ Properties ”: as defined in Section 3.13(a) .

“ Protective Advances ”: as defined in Section 2.2(e)(i) .

“ Public Lender Information ”: information and documentation that is either exclusively (i) of a type that would be publicly available if the Company, Holdings and their respective Subsidiaries were public reporting companies or (ii) not material with respect to the Company, Holdings and their respective Subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

“ Public Market ”: at any time after (a) a Public Offering has been consummated and (b) at least 15.0% of the total issued and outstanding common equity of Holdings or Holdings’ direct or indirect parent has been distributed by means of an effective registration statement under the Securities Act or sale pursuant to Rule 144 under the Securities Act.

“ Public Offering ”: an initial underwritten public offering of common Capital Stock of Holdings or Holdings’ direct or indirect parent pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (other than a registration statement on Form S-8 or any successor form).

“ Qualified ECP Guarantor ”: in respect of any Swap Obligation, any Loan Party that has total assets exceeding $10,000,000 (or total assets exceeding such other amount so that such Loan Party is an “eligible contract participant” as defined in the Commodity Exchange Act) at the time such Swap Obligation is incurred.

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“ Qualified Equity Interests ”: any Capital Stock that is common equity.

“ Qualified Public Offering ”: a Public Offering that results in a Public Market.

“ Reallocation ”: as defined in Section 1.4 .

“ Real Property ”: any estates or interests in real property now owned or hereafter acquired by Borrower or its Subsidiaries and the improvements thereto.

“ Real Property Collateral ”: any Real Property held by any Loan Party that is subject to a Mortgage.

“ Real Property Eligibility Requirements ”: collectively, each of the following with respect to any Real Property Collateral:

(a) the applicable Borrower has executed and delivered to the Administrative Agent a Mortgage with respect to such Real Property Collateral;

(b) Such Real Property Collateral is used by a Borrower in the ordinary course of its business;

(c) the applicable Borrower is in compliance in all material respects with the representations, warranties and covenants set forth in the Mortgage relating to such Real Property Collateral;

(d) the Administrative Agent shall have received a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy (or marked-up title insurance commitment having the effect of a policy of title insurance) (a “ Mortgage Policy ”) in form and substance, with the endorsements reasonably required by the Administrative Agent (to the extent available at commercially reasonable rates) and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured (to the extent required by the Administrative Agent) by title insurers reasonably acceptable to the Administrative Agent, insuring the Lien of the Mortgage as a valid first priority mortgage Lien on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens having priority over the Lien of the Administrative Agent under applicable Law or otherwise reasonably acceptable to the Administrative Agent;

(e) the Administrative Agent shall have received American Land Title Association/American Congress on Surveying and Mapping form surveys relating to such Real Property Collateral, for which all necessary fees (where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policy relating to such Real Property Collateral in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, sufficient to allow such title company to delete any standard printed survey exceptions contained in the title policy referred to above and issue the “same as survey endorsement” referred to above, to the extent the same is available in the

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applicable jurisdiction, and made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping 2011 and certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent);

(f) the Administrative Agent shall have received a Phase I Environmental Site Assessment relating to such Real Property Collateral in accordance with ASTM Standard E1527-05, in form and substance reasonably satisfactory to the Administrative Agent, from an environmental consulting firm reasonably acceptable to the Administrative Agent, which report shall, to the extent possible, quantify any related costs and liabilities associated with such conditions and the Administrative Agent shall be satisfied with the nature and amount of any such matters;

(g) the applicable Borrower shall have delivered to the Administrative Agent standard life of loan flood hazard determination forms and acknowledgments and if such property is located in a special flood hazard area (x) notices to (and confirmations of receipt by) the applicable Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, naming the Administrative Agent as mortgagee as required by the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973; and

(h) the applicable Borrower shall have delivered such other information and documents as may be reasonably requested by the Administrative Agent as may be necessary to comply with FIRREA.

“ Realty Reserves ”: such reserves as the Administrative Agent from time to time determines in the Administrative Agent’s Permitted Discretion as being appropriate to reflect the impediments to the Administrative Agent’s ability to realize upon any Real Property Collateral or to reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon any Eligible Real Property Collateral. Without limiting the generality of the foregoing, Realty Reserves may include (but are not limited to) (i) Environmental Compliance Reserves, (ii) reserves for (A) municipal taxes and assessments, (B) repairs and (C) remediation of title defects, and (iii) reserves for Indebtedness secured by Liens having priority over the Lien of the Administrative Agent.

“ Receivable Reserves ”: as of any date of determination, those reserves that the Administrative Agent deems necessary, in its Permitted Discretion and subject to Section 2.1(d) , to establish and maintain (including reserves for rebates, discounts, warranty claims, and returns) with respect to the Eligible Accounts, the Maximum Global Credit Amount, the Maximum U.S. Credit Amount or the Maximum Canadian Credit Amount.

“ Refinance ”: in respect of any Indebtedness, to refinance, discharge, redeem, defease, refund, extend, renew or repay any Indebtedness with the proceeds of other Indebtedness, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part; “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

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“ Refinancing Indebtedness ”: as defined in Section 6.2(b)(xvii) .

“ Register ” as defined in Section 10.6(b)(iv) .

“ Reimbursement Obligation ”: the obligation of a Borrower to reimburse any Issuing Bank for amounts drawn under Letters of Credit.

“ Reimbursement Undertaking ”: as defined in Section 2.11(p) .

“ Related Parties ”: with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Remedial Action ”: all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

“ Removal Effective Date ”: as defined in Section 9.6(b) .

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“ Required Lenders ”: at any time, Non-Defaulting Lenders holding more than 50% of the Commitments then in effect.

“ Requirement of Law ”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reserves ”: the Inventory Reserves, the Receivables Reserves, the U.S. Dilution Reserves, the Canadian Dilution Reserves, the Realty Reserves, the U.S. Bank Product Reserves, the Canadian Bank Product Reserves, the Environmental Compliance Reserves, Canadian Priority Payables Reserves and the WEPPA Reserve.

“ Resignation Effective Date ”: as defined in Section 9.6(a) .

“ Responsible Canadian Issuing Bank ”: with respect to any Canadian Letter of Credit, the Canadian Issuing Bank acting as the issuer thereof.

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“ Responsible Officer ”: the chief executive officer, president, chief financial officer, treasurer, controller, comptroller, secretary or vice president of any Group Member, but in any event, with respect to financial matters, the chief financial officer, treasurer, controller or comptroller of the Company; provided , that for the purpose of requesting extensions of credit or otherwise acting on behalf of the Borrowers under Section 2 , Responsible Office shall include only those individuals identified on Schedule 1.1D , as such schedule is updated from time to time by written notice from the Borrower Representative to the Administrative Agent.

“ Restricted Investment ”: an Investment other than a Permitted Investment.

“ Restricted Payments ”: as defined in Section 6.3(a) .

“ Restricted Subsidiary ”: at any time any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided , that upon an Unrestricted Subsidiary’s ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” Each Loan Party other than Holdings and the Company shall be a Restricted Subsidiary hereunder.

“ Revaluation Date ”: (a) with respect to any Advance denominated in Canadian Dollars or Euros, each of the following: (i) each date of an Advance, (ii) each date of a continuation of any such Advances pursuant to Section 2.12 , and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require, (b) with respect to any Letter of Credit denominated in Canadian Dollars, each of the following: (i) each date of issuance of such Letter of Credit, (ii) each date of an amendment of such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the applicable Issuing Bank under such Letter of Credit, and (iv) such additional dates as the Administrative Agent or any Issuing Bank shall determine or the Required Lenders shall require and (c) with respect to any other Finance Obligations denominated in Canadian Dollars or Euros, each date as the Administrative Agent shall determine unless otherwise prescribed in this Agreement or any other Loan Documents.

“ Revolving Extensions of Credit ”: as to any Lender under any Facility at any time to an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans under such Facility held by such Lender then outstanding, (b) such Lender’s Pro Rata Share of the Letters of Credit then outstanding under such Facility and (c) such Lender’s Pro Rata Share of the aggregate principal amount of Swingline Loans then outstanding under such Facility.

“ Revolving Termination Date ”: the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date on which all Commitments have been terminated pursuant to the terms hereof.

“ Rollover Letters of Credit ”: those Letters of Credit identified on Schedule 1.1J .

“ Sanctioned Entity ”: (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC and with which dealings are prohibited under such sanctions program.

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“ Sanctioned Person ”: a person named on the list of Specially Designated Nationals maintained by OFAC.

“ S&P ”: Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor to the rating agency business thereof.

“ Sale Leaseback Transaction ”: any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous transactions the Company or any Restricted Subsidiary sells substantially all of its right, title and interest in any property and, in connection therewith, the Company or a Restricted Subsidiary acquires, leases or licenses back the right to use all or a material portion of such property.

“ Seasonal Advance Rate Period ”: the 120-consecutive day period in each fiscal year of the Company beginning May 1, which 120-consecutive day period may be adjusted to begin on March 1 or April 1, at the election of the Borrower Representative upon notice delivered to the Administrative Agent not later than November 30, 2014, which adjustment shall apply to all future fiscal years.

“ SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“ Secured Parties ”: individually or collectively, as the context may require, the U.S. Secured Parties and the Canadian Secured Parties.

“ Securities Account ”: a “Securities Account” as defined in any applicable Security Agreement.

“ Securities Act ”: the Securities Act of 1933, as amended from time to time, and any successor statute.

“ Security Agreements ”: individually or collectively, as the context may require, the U.S. Security Agreement and the Canadian Security Agreement.

“ Security Documents ”: the collective reference to the U.S. Security Documents, the Canadian Security Documents, the Intellectual Property Security Agreements, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Senior Representative ”: with respect to any series of Indebtedness permitted under Section 6.2(b)(vi) or any other series of Indebtedness the holders of which are required to subordinate their Liens on the Collateral to the Liens of the Administrative Agent, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Settlement ”: as defined in Section 2.2(f)(i) .

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“ Settlement Date ”: as defined in Section 2.2(f)(i) .

“ Significant Subsidiary ”: at any date of determination, each Restricted Subsidiary of the Company that would be a “Significant Subsidiary” within the meaning of Rule 1-02 of Regulation S-X under the Securities Act as such rule is in effect on the Closing Date.

“ Similar Business ”: any business engaged in by the Company, any Restricted Subsidiaries of the Company, or any direct or indirect parent on the date of the Closing Date and any business that is reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and the Restricted Subsidiaries are engaged on the Closing Date.

“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“ Solvency Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit J .

“ Solvent ”: with respect to any Person and its Subsidiaries on a consolidated basis, means that as of any date of determination, (a) the sum of the “fair value” of the assets of such Person will, as of such date, exceed the sum of all debts of such Person as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability on existing debts of such Person as such debts become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct any business in which it is or is about to become engaged, (d) such Person is not an “insolvent person” as defined in the BIA and (e) such Person does not intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they mature. For purposes of this definition, (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, subordinated, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such liabilities meet the criteria for accrual under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 5).

“ Special Advance Exposure ”: as of any date of determination with respect to any Lender under any Facility, such Lender’s Pro Rata Share of the Special Advances outstanding under such Facility on such date to the extent that such Special Advances have not been subject to Settlement.

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“ Special Advances ”: as defined in Section 2.2(e)(iii) .

“ Specified Class ”: as defined in Section 2.24(a) .

“ Specified Dispositions ”: the sale, transfer, conveyance or other disposition permitted under clause (r) of the definition of Asset Sale.

“ Specified Equity Contribution ”: as defined in Section 8.3(a) .

“ Sponsor ”: Onex Corporation, Onex Partners III GP LP and/or one or more other investment funds advised, managed or controlled by Onex Corporation and, in each case (whether individually or as a group) their Affiliates and any investment funds that have granted to the foregoing control in respect of their investment in the Company or any of the Restricted Subsidiaries, but, in any event, excluding any of their respective portfolio companies.

“ Spot Rate ”: for a currency, the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent acting in such capacity as the spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. (New York time) on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided , that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Administrative Agent acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“ Standard Letter of Credit Practice ” means, for any Issuing Bank, any domestic or foreign law or letter of credit practices applicable in the city in which such Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.

“ Subordinated Indebtedness ”: (a) with respect to any Borrower, any Indebtedness of such Borrower which is by its terms contractually subordinated in right of payment to the Loans, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms contractually subordinated in right of payment to its Guarantee.

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general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity and (3) any Person that is consolidated in the consolidated financial statements of the specified Person in accordance with GAAP. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.

“ Subsidiary Guarantor ”: individually or collectively, as the context may require, each U.S. Subsidiary Guarantor and each Canadian Subsidiary Guarantor.

“ Successor Guarantor ”: as defined in Section 6.8(c) .

“ Supermajority Lenders ”: at any time, Non-Defaulting Lenders holding more than 66 ² ⁄ ₃ % of the Total Facility Exposure.

“ Swap Agreement ”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided , that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or any of the Restricted Subsidiaries shall be a Swap Agreement.

“ Swap Obligations ” means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swingline Exposure ”: as of any date of determination with respect to any Lender under any Facility, such Lender’s Pro Rata Share of the Swingline Loans outstanding under such Facility on such date.

“ Swingline Lender ”: Wells Fargo or any office, branch, subsidiary or Affiliate of Wells Fargo that (x) is designated writing to the Borrower Representative as being responsible for funding or maintaining Swingline Loans to a Borrower and (y) delivers a joinder to this Agreement in form and substance acceptable to the Borrower Representative.

“ Swingline Loans ”: individually or collectively, as the context may require, the U.S. Swingline Loans and the Canadian Swingline Loans.

“ Syndication Agent ”: the Syndication Agent listed on the cover page hereof.

“ Systems Update Period ”: the period commencing on the Closing Date and expiring on the date when the Loan Parties have converted all manufacturing locations of the Loan Parties holding ABL Priority Collateral to a monthly perpetual inventory reporting system.

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“ TARGET Day ”: any day on which Target 2 is open for the settlement of payments denominated in Euros.

“ TARGET 2 ”: the second generation of the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system which was launched on November 19, 2007.

“ Tax Act ”: as defined in Section 2.18(a) .

“ Tax Receivable Agreement ” : an income tax receivable agreement substantially in form and substance consistent with the description thereof contained in the Form S-1 Registration Statement filed by Holdings with the SEC on September 12, 2016, as it may be amended from time to time (to the extent not prohibited by this Agreement).

“ Taxes ”: as defined in Section 2.18(a) .

“ Term Loan Administrative Agent ”: Bank of America, as administrative agent under the Term Loan Credit Agreement, and its successors and assigns.

“ Term Loan Borrower ”: individually or collectively, the “Borrowers” as defined in the Term Loan Credit Agreement.

“ Term Loan Collateral Agent ”: the “Collateral Agent” as defined in the Term Loan Credit Agreement

“ Term Loan Credit Agreement ”: the Credit and Guaranty Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and in accordance with the terms of the ABL-Term Intercreditor Agreement), among the Holdings, the Company, the subsidiary guarantors party thereto, the Term Loan Lenders and the Term Loan Administrative Agent, including any replacement thereof entered into in connection with one or more refinancings thereof permitted hereunder.

“ Term Loan Documents ”: the Term Loan Credit Agreement and the other “Loan Documents” dated the date hereof as defined in the Term Loan Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and in accordance with the terms of the ABL-Term Intercreditor Agreement).

“ Term Loan Incremental Facilities ”: as defined in Section 6.2(b)(ii) .

“ Term Loan Lender ”: any “Lender” as defined in the Term Loan Credit Agreement.

“ Term Loans ”: loans advanced under the Term Loan Credit Agreement.

“ Term Loan Obligations ”: the Obligations” as defined in the Term Loan Credit Agreement.

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“ Term Priority Collateral ”: all Collateral other than ABL Priority Collateral; provided , that the Term Priority Collateral shall not include any Excluded Assets.

“ Termination Event ”: (a) the withdrawal of a Canadian Borrower or any other Canadian Subsidiary from a Canadian Defined Benefit Plan which is “multi-employer pension plan”, as defined under applicable pension standards legislation, during a plan year; or (b) the filing of a notice of interest to terminate in whole or in part a Canadian Defined Benefit Plan or the filing of an amendment with the applicable Governmental Authority which terminates a Canadian Defined Benefit Plan, in whole or in part, or the treatment of an amendment as a termination or partial termination of a Canadian Defined Benefit Plan; or (c) the institution of proceedings by any Governmental Authority to terminate a Canadian Defined Benefit Plan in whole or in part or have a replacement administrator or trustee appointed to administer a Canadian Defined Benefit Plan; or (d) any other event or condition or declaration or application which might constitute grounds for the termination or winding up of a Canadian Defined Benefit Plan, in whole or in part, or the appointment by any Governmental Authority of a replacement administrator or trustee to administer a Canadian Defined Benefit Plan.

“ Test Period ”: on any date of calculation, the most recent four quarter or trailing twelve (12) month period, at the election of the Borrower Representative, ending at least thirty (30) days prior to such date of calculation.

“ Title Policy ”: a lender’s policy of title insurance utilizing the American Land Title Association 2006 Form extended coverage, or such other form as is reasonably acceptable to the Administrative Agent or, if applicable, a binding marked commitment to issue such policy with a final policy to be dated the date of recording of the Mortgages, issued by a title company selected by the Borrower Representative and reasonably acceptable to the Administrative Agent, insuring the Lien of the applicable Mortgage in an amount at least equal to the Fair Market Value of such real property (or such lesser amount as shall be agreed to by the Administrative Agent in its reasonable discretion) in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to those exceptions which are either Liens permitted by Section 6.7 or are otherwise reasonably approved by the Administrative Agent and containing such endorsements as the Administrative Agent shall reasonably require.

“ Total Assets ”: the total consolidated assets of the Company and the Restricted Subsidiaries, as shown on the most recent consolidated or combined, as applicable, balance sheet of the Company and the Restricted Subsidiaries (giving pro forma effect to any acquisitions or dispositions of assets or properties that have been made by the Company or any of the Restricted Subsidiaries subsequent to the date of such balance sheet, including through mergers or consolidations).

“ Total Commitment ”: with respect to each Lender, its Total Commitment, and, with respect to all Lenders, their Total Commitments, in each case as such U.S. Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule 1.1F or in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of this Agreement.

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“ Total Facility Exposure ”: at any time as to any Lender, the aggregate principal amount at such time of such Lender’s U.S. Facility Exposure and such Lender’s Canadian Facility Exposure.

“ ~~Tower Borrower Release~~ ” ~~: shall have the meaning assigned to such term in the Term Loan Credit Agreement.~~

“ ~~Tower LLC~~ ” : ~~Onex BP Finance LLC, a Delaware limited liability company.~~

“ ~~Tower LLC Loan~~ ” : shall have the meaning assigned to such term in the Term Loan Credit Agreement as in effect on the Amendment Effective Date with such changes as the parties thereto may agree from time to time in connection with the Incurrence of other third party Indebtedness permitted hereunder so long as any such changes provide for substantially equivalent treatment of any additional Tower LLC Loan in relation to such third-party Indebtedness.

“ Tower Transaction ”: shall have the meaning assigned to such term in the Term Loan Credit Agreement.

“ Transaction Certificate ”: a certificate duly executed by a Responsible Officer of the Borrower Representative substantially in the form of Exhibit K .

“ Transactions ”: (a) the consummation of the Tower Transaction, (b) the execution and delivery of the Loan Documents to be entered into on the Closing Date and, if applicable, the funding of the Loans on the Closing Date, (c) the execution and delivery of the Term Loan Credit Agreements and the funding of the loans thereunder on the Closing Date, (d) the Existing Debt Release/Repayment and (e) the payment of fees and expenses incurred in connection therewith.

“ Transferee ”: any Assignee or Participant.

“ Type ”: the type of Loan determined with regard to the interest option applicable thereto, including whether a U.S. Base Rate Loan, a LIBOR Rate Loan, a EURIBOR Loan, a Canadian Prime Rate Loan, a BA Rate Loan or a Canadian Base Rate Loan.

“ UCP ”: with respect to any Letter of Credit, (a) the Uniform Customs and Practice for Documentary Credits 2007 Revision, Publication No. 600 and (b) any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued.

“ Underlying Issuer ”: a financial institution designated by Wells Fargo to issue Underlying Letters of Credit from time to time which financial institution shall be a Schedule I chartered bank under the Bank Act (Canada).

“ Underlying Letter of Credit ”: a letter of credit (as that term is defined in the UCC) that has been issued by an Underlying Issuer. Underlying Letters of Credit do not constitute Letters of Credit hereunder.

“ Uniform Commercial Code ” or “ UCC ”: the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

“ United States ”: the United States of America.

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“ Unrestricted Subsidiary ”: (i) any Subsidiary (other than a Subsidiary in existence as of the Closing Date) of Holdings (other than the Borrowers) designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 5.12 subsequent to the Closing Date and (ii) any Subsidiary of an Unrestricted Subsidiary. There shall be no Unrestricted Subsidiaries as of the Closing Date.

“ U.S. Advances ”: as defined in Section 2.1(a) .

“ U.S. Bank Product Obligations ”: all Bank Product Obligations owed by the U.S. Loan Parties from time to time.

“ U.S. Bank Product Reserve ”: as of any date of determination, the U.S. Dollar amount of reserves that the Administrative Agent has determined it is necessary or appropriate to establish (based upon the Bank Product Providers’ reasonable determination of their credit exposure to the Group Members in respect of U.S. Bank Product Obligations) in respect of Bank Products then provided or outstanding pursuant to any Bank Product Agreement (other than any Hedge Agreement where the counterparty thereto has ceased to be a Lender or an Affiliate of a Lender hereunder).

“ U.S. Base Rate ”: the highest of (i) the rate of interest publicly announced by Wells Fargo as its “prime rate”, subject to each increase or decrease in such prime rate, effective as of the day any such change occurs, (ii) the one month LIBOR Rate (which rate shall be determined on a daily basis), plus 1.00% or (iii) the Federal Funds Rate from time to time plus .50%. Any change in the U.S. Base Rate due to a change in the “prime rate” or the Federal Funds Rate shall be effective as of the opening of business on the effective day of such change in the “prime rate” or the Federal Funds Rate, respectively.

“ U.S. Base Rate Loan ”: each Loan that bears interest at a rate determined by reference to the U.S. Base Rate.

“ U.S. Borrowers ”: individually and collectively as the context may require, the Company and any other wholly-owned Restricted Subsidiary of the Company that is designated by the Borrower Representative as a “U.S. Borrower” in accordance with Section 2.25 .

“ U.S. Borrowing Base ”: at any time (without duplication), an amount equal to:

(a) 85% (or 90% during the Seasonal Advance Rate Period) of the amount of the U.S. Borrowers’ Eligible Accounts less the amount, if any, of the U.S. Dilution Reserve; plus

(b) the lesser of (x) 85% (or 90% during the Seasonal Advance Rate Period) of the Net Liquidation Percentage times the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the U.S. Borrowers’ Eligible Finished Goods Inventory, and (y) 70% (or 75% during the Seasonal Advance Rate Period) of the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the U.S. Borrowers’ Eligible Finished Goods Inventory; plus

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(c) the lesser of (x) 85% (or 90% during the Seasonal Advance Rate Period) of the Net Liquidation Percentage times the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the U.S. Borrowers’ Eligible Work-in-Progress Inventory, and (y) 70% (or 75% during the Seasonal Advance Rate Period) of the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the U.S. Borrowers’ Eligible Work-in-Progress Inventory; plus

(d) the lesser of (x) 85% (or 90% during the Seasonal Advance Rate Period) of the Net Liquidation Percentage times the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the U.S. Borrowers’ Eligible ~~Finished Goods~~ Raw Materials Inventory, and (y) 70% (or 75% during the Seasonal Advance Rate Period) of the value (calculated at the lower of cost or market value consistent with the Borrowers’ historical accounting practices) of the U.S. Borrowers’ Eligible ~~Finished Goods~~ Raw Materials Inventory; plus

(e) 85% of the Appraised Value of Eligible Equipment (as such advance rate shall decrease following the Closing Date based upon a 7-year amortization schedule), plus

(f) 60% of the fair market value of Eligible Real Property Collateral of the U.S. Borrowers at such time (as such advance rate shall decrease following the Closing Date based upon a 15-year amortization schedule), minus

(g) without duplication, Reserves established by the Administrative Agent in its Permitted Discretion.

Notwithstanding anything herein to the contrary, (x) the maximum amount that may be included in the U.S. Borrowing Base in the aggregate on account of property of the type described in clauses (e) and (f) of this definition, shall not at any time exceed $30,000,000 and, to the extent such amount would be exceeded without giving effect to the limitation contained in this definition, the Borrower Representative shall indicate in the applicable Borrowing Base Certificate the amounts in excess of such maximum amount to be excluded from the calculation of the U.S. Borrowing Base, and (y) amounts included in the U.S. Borrowing Base pursuant to clause (c) above (after giving effect to the applicable advance rates and all reserves related to the Collateral described therein) shall not exceed $5,000,000 at any time (as such basket is reduced by all amounts included in the Canadian Borrowing Base pursuant to clause (c) of the definition thereof (after giving effect to the applicable advance rates and all reserves related to the Collateral described therein)).

“ U.S. Collateral ”: all of the “Collateral” referred to in the U.S. Security Documents and all of the other property and assets that are or are required under the terms hereof to be subject to Liens in favor of the Administrative Agent for the benefit of the U.S. Secured Parties; provided , however , for the avoidance of doubt, such term shall not include any Excluded Assets.

“ U.S. Collection DDA ”: a DDA into which Account Debtors of any US Borrower are to direct payment.

“ U.S. Commitment Fee ”: as defined in Section 2.9(b)(i) .

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“ U.S. Designated Account ”: the Deposit Account of the U.S. Borrowers identified on Schedule 1.1E .

“ U.S. Designated Account Bank ”: as defined in Schedule 1.1E .

“ U.S. Dilution ”: as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to all of the U.S. Borrowers’ Accounts during such period, by (b) all of the U.S. Borrowers’ billings with respect to Accounts during such period.

“ U.S. Dilution Reserve ”: as of any date of determination with respect to the advance rate applicable to Eligible Accounts of the U.S. Borrowers, an amount sufficient to reduce such advance rate by one percentage point for each percentage point by which U.S. Dilution is in excess of 5%.

“ U.S. Dollar Equivalent ”: at any time, (a) with respect to any amount denominated in U.S. Dollars, such amount, and (b) with respect to any amount denominated in an Applicable Currency, the equivalent amount thereof in U.S. Dollars as determined by the Administrative Agent, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or such other date determined by the Administrative Agent) for the purchase of U.S. Dollars with such Applicable Currency, as the case may be. Unless otherwise specified herein, the U.S. Dollar Equivalent shall be determined as of the most recent Revaluation Date. The U.S. Dollar Equivalent will be used both for determining the U.S. Dollar amount of Eligible Accounts that are payable in currencies other than U.S. Dollars and the amount of Advances and Letters of Credit extended in currencies other than U.S. Dollars. The Spot Rate for the U.S. Dollar Equivalent will be used at the date of the determination of the Borrowing Bases for both the calculation of the amount of Eligible Accounts and for the amount of Advances and Letters of Credit.

“ U.S. Dollars ” or “ $ ”: the lawful currency of the United States.

“ U.S. Facility ”: the U.S. Revolving Commitments and the extensions of credit made thereunder.

“ U.S. Finance Obligations ”: Finance Obligations arising under the U.S. Facility or otherwise owed by any U.S. Loan Party. Notwithstanding anything to the contrary contained herein, it is expressly agreed that any Finance Obligations that do not otherwise constitute U.S. Finance Obligations or Canadian Finance Obligations hereunder, shall constitute U.S. Finance Obligations hereunder.

“ U.S. Group Member ”: a Group Member organized under the laws of any jurisdiction located in the United States.

“ U.S. Guarantee ”: as defined in Section 7.1(a) .

“ U.S. Guarantor Obligations ”: as defined in Section 7.1(a) .

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“ U.S. Guarantors ”: Holdings, each U.S. Borrower (in the case of U.S. Guarantor Obligations incurred by another U.S. Borrower) and each U.S. Subsidiary Guarantor.

“ U.S. Hedge Obligations ”: all Hedge Obligations owed by the U.S. Loan Parties from time to time.

“ U.S. Issuing Bank ”: (A) Wells Fargo or any office, branch, subsidiary or Affiliate thereof, (B) Bank of America, and (C) any other Lender designated by the Borrower Representative that agrees, in such Lender’s sole discretion, to become a U.S. Issuing Bank for the purpose of issuing U.S. Letters of Credit to a U.S. Borrower subject to the consent of the Administrative Agent.

“ U.S. Letter of Credit ”: a Letter of Credit issued for the account of a U.S. Borrower.

“ U.S. Letter of Credit Disbursement ”: a Letter of Credit Disbursement made pursuant to a U.S. Letter of Credit.

“ U.S. Letter of Credit Fee ”: as defined in Section 2.5(b) .

“ U.S. Letter of Credit Indemnified Costs ”: as defined in Section 2.10(f) .

“ U.S. Letter of Credit Related Person ”: as defined in Section 2.10(f) .

“ U.S. Letter of Credit Sublimit ”: as defined in Section 2.10(b)(i) .

“ U.S. Loan Account ” as defined in Section 2.8 .

“ U.S. Loan Cap ”: on any date, the lesser of (x) the Maximum U.S. Credit Amount in effect on such date, and (y) the U.S. Borrowing Base as of such date (based upon the U.S. Borrowing Base set forth in the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent).

“ U.S. Loan Parties ”: the U.S. Borrowers and the U.S. Guarantors.

“ U.S. Protective Advances ”: as defined in Section 2.2(e)(i) .

“ U.S. Revolving Commitment ”: with respect to each Lender, its U.S. Revolving Commitment, and, with respect to all Lenders, their U.S. Revolving Commitments, in each case as such U.S. Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule 1.1F or in the Assignment and Assumption or Incremental Amendment pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of this Agreement.

“ U.S. Revolving Lender ”: any Lender with a U.S. Revolving Commitment (or, following the termination of the U.S. Revolving Commitments, holding a portion of the outstanding U.S. Advances, U.S. Swingline Exposure, U.S. Special Advance Exposure or U.S. Letter of Credit Exposure) hereunder. A U.S. Revolving Lender shall be an Affiliate or a branch of a Canadian Revolving Lender or shall have a branch that is acting as a Canadian Revolving Lender.

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“ U.S. Revolving Note ”: a promissory note substantially in the form of Exhibit F-3 .

“ U.S. Revolving Proceeds ”: as defined in Section 2.3(b)(i)(A) .

“ U.S. Rollover Letter of Credit ”: a Rollover Letter of Credit issued for the account of a U.S. Borrower.

“ U.S. Secured Parties ”: the collective reference to the Administrative Agent, the U.S. Revolving Lenders (including the U.S. Issuing Bank in its capacity as such) and any Bank Product Providers to which U.S. Bank Product Obligations are owed.

“ U.S. Security Agreement ”: the U.S. Pledge and Security Agreement to be executed and delivered by the U.S. Loan Parties, substantially in the form of Exhibit A-2 .

“ U.S. Security Documents ”: collectively, the U.S. Security Agreement and any additional pledge or security agreements that create or purport to create a Lien on the U.S. Collateral in favor of the Collateral Agent for the benefit of the U.S. Secured Parties and any instruments of assignment or other instruments or agreements executed pursuant to the foregoing (including the Depositary Bank Agreements and Lien Waivers executed by the U.S. Loan Parties.

“ U.S. Special Advances ”: as defined in Section 2.2(e)(iii) .

“ U.S. Subsidiary ”: of any person, any Subsidiary of such Person organized under the laws of any jurisdiction located in the United States.

“ U.S. Subsidiary Guarantor ”: each Restricted Subsidiary of Holdings that is a Domestic Subsidiary and not a U.S. Borrower other than (i) any Excluded Domestic Subsidiary and (ii) any Non-Guarantor Subsidiary.

“ U.S. Swingline Loan ”: as defined in Section 2.2(c)(i) .

“ U.S. Swingline Note ”: a promissory note substantially in the form of Exhibit F-4 .

“ U.S. Swingline Sublimit ”: as defined in Section 2.2(c)(i) .

“ Usage ”: as of any date of determination with respect to any Facility, (x) the amount of outstanding Advances (including Swingline Loans and Special Advances) under such Facility on such date, plus (y) the amount of the Letter of Credit Usage under such Facility on such date.

“ Weighted Average Life to Maturity ”: when applied to any Indebtedness at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment, by (2) the sum of all such payments.

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“ Wells Fargo ”: Wells Fargo Bank, National Association and its successors.

“ Wells Fargo London ”: Wells Fargo Bank, National Association, London Branch and its successors.

“ Wendt Trust Loan ”: Indebtedness extended by Holdings and the Company to The Richard Lester Wendt Revocable Living Trust pursuant to that certain Restructuring Credit Agreement, dated as of December 28, 2011, by and among the Roderick Carl Wendt, as the personal representative of Richard Lester Wendt, Deceased and Roderick Carl Wendt, Nancy Jane Wendt and Mark Richard Wendt, as Co-Trustees of The Richard Lester Wendt Revocable Living Trust, Holdings and the Company (the “ Wendt Loan ”).

“ WEPPA Reserve ”: on any date of determination, a reserve established from time to time by Administrative Agent in its Permitted Discretion in such amount as Administrative Agent determines reflects the amounts that may become due under the Wage Earner Protection Program Act (Canada) (in conjunction with the BIA) with respect to the employees of any Loan Party employed in Canada which would give rise to a Lien with priority under applicable law over the Lien of the Administrative Agent granted under the Loan Documents.

“ Wholly Owned Restricted Subsidiary ”: any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“ Wholly Owned Subsidiary ”: of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. Unless otherwise qualified, all references to a “Wholly-Owned Subsidiary” or to “Wholly-Owned Subsidiaries” in this Agreement shall refer to a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries of Holdings.

“Write-Down and Conversion Powers” shall mean, 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.

1.2 Other Interpretive Provisions .

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

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the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, real property, leasehold interests and contract rights, (v) the term “consolidated” with respect to any Person refers to such Person consolidated with the Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate and were not a Subsidiary of such Person, (vi) references to agreements or other Contractual Obligations (including any of the Loan Documents) shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time, and (vii) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and clause, paragraph, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) For purposes of this Agreement, Loans and Advances may be classified and referred to by Type ( e.g ., a “LIBOR Rate Loan”).

(f) For purposes of this Agreement, Agent’s Account(s), Letter of Credit Exposure, Letter of Credit Usage, Special Advance Exposure, Swingline Exposure and Usage may be classified and referred to by the Facility related thereto ( e.g ., a “U.S. Usage” or a “U.S. Letter of Credit Usage”).

(g) The use of the term “Appropriate” immediately preceding any reference to any Advance(s), Agent’s Account(s), Borrower(s), Designated Account(s), Facility(ies), Lender(s), Letter(s) of Credit, Loan Party(ies), Loan Account(s), Non-Defaulting Lender(s) and Special Advance(s) shall refer only to the Advance(s), Agent’s Account(s), Borrower(s), Designated Account(s), Facility(ies), Lender(s), Letter(s) of Credit, Loan Party(ies), Loan Account(s), Non-Defaulting Lender(s) and Special Advance(s), as applicable, related to a particular (i.e. U.S. or Canadian) Facility, as the context may require.

(h) For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (q) “personal property” shall be deemed to include “movable property”, (r) “real property” shall be deemed to include “immovable property”, (s) “tangible property” shall be deemed to include “corporeal property”, (t) “intangible property” shall be deemed to include “incorporeal property”, (u) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (v) all references

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to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (w) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (x) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (y) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (z) an “agent” shall be deemed to include a “mandatary”.

1.3 Accounting .

(a) For purposes of all financial definitions and calculations in this Agreement, there shall be excluded for any period the effects of purchase accounting (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

(b) If the Borrower Representative notifies the Administrative Agent that it has adopted IFRS or the Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and the Borrowers agree that they will negotiate in good faith to amend the provisions of this Agreement that are directly affected by such adoption of IFRS or such Accounting Change with the intent of having the respective positions of the Lenders and the Borrowers after such adoption of IFRS or such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such adoption or Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Company”, “Borrowers” or “Loan Parties” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Company, the Borrowers or the Loan Parties and the Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

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1.4 Reallocation of Commitments; Swingline Sublimit; Letter of Credit Sublimits . Upon ten (10) Business Days prior written notice to the Administrative Agent and the Lenders, the Borrower Representative in its sole discretion may reallocate the Facilities between the Maximum U.S. Credit Amount and the Maximum Canadian Credit Amount (the “ Reallocation ”); provided that (a) no Default or Event of Default shall have occurred and be continuing or would result therefrom (including due to an Overadvance) on the date of such Reallocation or after giving effect to such Reallocation, (b) no more than two (2) Reallocations may occur in any fiscal year and (c) at no time shall the sum of the Maximum U.S. Credit Amount and the Maximum Canadian Credit Amount exceed the Maximum Global Credit Amount. In connection with any Reallocation, the Borrower Representative may reallocate (x) any portion of the U.S. Letter of Credit Sublimit to the Canadian Letter of Credit Sublimit and vice-versa and (y) any portion of the U.S. Swingline Sublimit to the Canadian Swingline Sublimit and vice-versa . The Borrowers hereby consent to any assignment between a Lender and an office, branch, Subsidiary or Affiliate thereof that is necessary to effect a Reallocation described in this Section.

1.5 Additional Alternative Currencies .

(a) The Borrower Representative may from time to time request that Loans under any Facility be made in a currency other than those specifically permitted under the terms of this Agreement. Such request shall be subject to the approval of the Administrative Agent and each Lender (such approval not to be unreasonably withheld, conditioned or delayed) with a Commitment under which such currency is requested to be made available (each, an “ Approving Lender ”). If any Approving Lender does not approve the extension of Loans denominated in the requested currency, no such Loans will be required to be made hereunder.

(b) Any such request shall be made to the Administrative Agent not later than 1:30 p.m. Local Time, ten (10) Business Days prior to the date of the desired Advance (or such other time or date as may be agreed by the Administrative Agent in its Permitted Discretion). The Administrative Agent shall promptly notify each Approving Lender thereof. Each Approving Lender shall notify the Administrative Agent, not later than 11:00 a.m. (New York City time), five (5) Business Days after receipt of such request whether it consents, in its reasonable discretion, to the making of Loans in such requested currency.

(c) If the Administrative Agent and all the Approving Lenders consent to making Loans in such requested currency and the Administrative Agent and such Approving Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Borrower Representative and (i) the Administrative Agent and such Approving Lenders may amend this Agreement to the extent necessary to add the applicable interest rate for Loans advanced in the requested currency and to establish to the appropriate borrowing mechanics therefore. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.07 , the Administrative Agent shall promptly so notify the Borrower Representative.

1.6 UCC . Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein, and any terms used in this Agreement that are defined in any analogous legislation (e.g. the PPSA) under the laws of the jurisdiction where (a) a Loan Party is organized outside of the United States and relating to

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Collateral consisting of assets of such Loan Party or (b) any Collateral is located, shall be construed and defined as set forth in such legislation unless otherwise defined herein; provided that, to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern.

1.7 Exchange Rates; Currency Equivalents; Applicable Currency .

(a) For purposes of this Agreement and the other Loan Documents, references to the applicable outstanding amount of Loans, Advances, Letters of Credit, Revolving Usage under any Facility or Letter of Credit Usage under any Facility shall be deemed to refer to the U.S. Dollar Equivalent thereof, unless the context requires otherwise.

(b) For purposes of this Agreement and the other Loan Documents, the U.S. Dollar Equivalent of any Loans, Advances, Letters of Credit, other Finance Obligations and other references to amounts denominated in an Applicable Currency or a currency other than U.S. Dollars shall be determined in accordance with the terms of this Agreement. Such U.S. Dollar Equivalent shall become effective as of such Revaluation Date for such Advances, Letters of Credit and other Finance Obligations and shall be the U.S. Dollar Equivalent employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur for such Advances, Letters of Credit and other Finance Obligations. Except as otherwise expressly provided herein, the applicable amount of any currency for purposes of the Loan Documents (including for purposes of financial statements and all calculations in connection with the covenants, including the financial covenants) shall be the U.S. Dollar Equivalent thereof.

(c) Notwithstanding anything to the contrary contained herein, for purposes of any determination under Article 5 and Article 6 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder or other transaction, event or circumstance, or any other determination under any other provision of this Agreement not covered elsewhere in this Section 1.7, (any of the foregoing, a “ specified transaction ”), in a currency other than Dollars, (i) the equivalent amount in Dollars of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by a publicly available service for displaying exchange rates customarily referenced by the Administrative Agent for such foreign currency, as in effect at 11:00 a.m. (New York time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided , that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue

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discount) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.2 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i) of this Section.

(d) Wherever in this Agreement and the other Loan Documents in connection with a borrowing, conversion, continuation or prepayment of an Advance, or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in dollars, but such Advance or Letter of Credit is denominated in Canadian Dollars, such amount shall be the U.S. Dollar Equivalent of Canadian Dollars of such Dollar amount (rounded to the nearest Canadian Dollar, with 0.5 of a unit being rounded upward).

(e) If at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the U.S. Dollar, (a) the aggregate outstanding principal balance of Canadian Usage exceeds the limit of the Canadian Borrowing Base of the Canadian Borrowers or any other limitations hereunder based on U.S. Dollars or (b) the aggregate outstanding principal balance of Canadian Usage exceeds any other limit based on U.S. Dollars set forth herein for such Canadian Finance Obligations, the Canadian Borrowers shall (x) if such excess is in an aggregate amount that is greater than or equal to $1,000,000, within 2 Business Days of notice from the Administrative Agent, or (y) if an Event of Default has occurred and is continuing, immediately (i) make the necessary payments or repayments to reduce such Canadian Finance Obligations to an amount necessary to eliminate such excess or (ii) maintain or cause to be maintained with the Administrative Agent deposits as continuing collateral security for the Canadian Finance Obligations in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to Administrative Agent. Without in any way limiting the foregoing provisions, the Administrative Agent shall, weekly or more frequently in the sole discretion of the Administrative Agent, make the necessary exchange rate calculations to determine whether any such excess exists on such date and advise the Borrowers if such excess exists.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Revolving Advances .

(a) U.S. Advances. Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each U.S. Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“ U.S. Advances ”) denominated in U.S. Dollars, Euros or any other freely transferable currency approved by the U.S. Revolving Lenders, the Administrative Agent and, in respect of Letters of Credit, the U.S. Issuing Banks in accordance with Section 1.5 , at the election of the U.S. Borrowers, to the U.S. Borrowers in an amount at any one time outstanding not to exceed the lesser of: (i) such U.S. Revolving Lender’s U.S. Revolving Commitment, and (ii) such U.S. Revolving Lender’s Pro Rata Share of an amount equal to: (A) the U.S. Loan Cap, less (B) the U.S. Letter of Credit Usage at such time, less (C) the principal amount of U.S. Swingline Loans outstanding at such time.

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(b) Canadian Advances. Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Canadian Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“ Canadian Advances ”) denominated in Canadian Dollars, U.S. Dollars or any other freely transferable currency approved by the Canadian Revolving Lenders, the Administrative Agent and, in respect of Letters of Credit, the Canadian Issuing Banks in accordance with Section 1.5 , at the election of the Canadian Borrowers, to the Canadian Borrowers in an amount at any one time outstanding, but subject to Section 1.7(e) not to exceed the lesser of: (i) such Canadian Revolving Lender’s Canadian Revolving Commitment, and (ii) such Canadian Revolving Lender’s Pro Rata Share of an amount equal to: (A) the Canadian Loan Cap, less (B) the Canadian Letter of Credit Usage at such time, less (C) the principal amount of Canadian Swingline Loans outstanding at such time.

(c) Advances. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall constitute Finance Obligations and shall be due and payable on the Revolving Termination Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(d) Eligibility Criteria and Reserves. The Administrative Agent shall have the right, at any time and from time to time after the Closing Date, in its Permitted Discretion to establish, modify or eliminate Reserves (including any change to the methodology for determining a Reserve) or to change any eligibility criteria for Eligible Accounts, Eligible Equipment, Eligible Inventory, Eligible Finished Goods Inventory, Eligible Work-in-Progress Inventory, Eligible Raw Materials Inventory and Eligible Real Property in its Permitted Discretion upon 2 Business Days’ prior written notice to the Borrower Representative (during which period the Administrative Agent shall be available to discuss any such proposed change or Reserve with the Borrowers to afford the Borrowers an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for such change or Reserve no longer exists in the manner and to the extent reasonably satisfactory to the Administrative Agent in its Permitted Discretion); provided , that no such prior notice shall be required for (i) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent) or (ii) any changes to Reserves or modifications during the continuance of any Event of Default; provided , further , that the Borrowers may not obtain any new Advances (including Swingline Loans) or Letters of Credit under any Facility to the extent such Advance (including Swingline Loans) or Letter of Credit would cause an Overadvance after giving effect to the proposed action; provided , further , that (i) the Administrative Agent may not implement Reserves with respect to matters which are already specifically deemed ineligible under the definition of Eligible Accounts, Eligible Inventory, Eligible Finished Goods Inventory, Eligible Work-in-Progress Inventory, Eligible Raw Materials Inventory, Eligible Equipment, Eligible Real Property Collateral or criteria deducted in computing the appraisal value of Eligible Inventory, (ii) no fact or circumstance known to the Administrative Agent to exist on or prior to the Closing Date may give rise to any change in any eligibility criteria or the establishment of any Reserve for Eligible Accounts, Eligible Equipment, Eligible Inventory, Eligible Finished Goods Inventory, Eligible Work-in-Progress Inventory, Eligible Raw Materials Inventory and Eligible Real Property Collateral (except that this clause (ii) shall not preclude the

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Administrative Agent from (x) establishing new Reserves related to those matters identified on Schedule 2.1(c) or (y) adjusting the amount of any existing Reserve based on changes in the facts and circumstances that gave rise to such Reserve) and (iii) any change in eligibility criteria or the establishment of any Reserve for Eligible Accounts, Eligible Equipment, Eligible Inventory, Eligible Finished Goods Inventory, Eligible Work-in-Progress Inventory, Eligible Raw Materials Inventory and Eligible Real Property Collateral shall have a reasonable relationship to the event, condition or other matter that is the basis for such establishment or change as determined by the Administrative Agent in good faith. The for the avoidance of doubt, the Administrative Agent’s authority under this clause (d) is subject to the restrictions on amendments set forth in clause (M) of the proviso to Section 10.1(a) .

(e) Eligible Equipment. Notwithstanding anything to contrary set forth herein, Eligible Equipment shall be limited to those items of Equipment included in the calculation of the U.S. Borrowing Base on the Closing Date. From time to time after the Closing Date, the Administrative Agent may, in its sole discretion, approve certain other items of Equipment constituting ABL Priority Collateral and otherwise satisfying the criteria of Eligible Equipment to be included in the calculation of the U.S. Borrowing Base.

2.2 Borrowing Procedures and Settlements .

(a) Procedure for Borrowing Advances.

(i) Each Advance shall be made by a written request by a Responsible Officer of the Borrower Representative in the form of Exhibit I (a “ Advance Request ”) delivered to the Administrative Agent and received by the Administrative Agent no later than (x) 1:30 p.m. Local Time on the Business Day that is the requested Funding Date in the case of a request for a Swingline Loan, (y) 1:30 p.m. Local Time on the Business Day that is the requested Funding Date in the case of other U.S. Advances of U.S. Base Rate Loans or Canadian Advances of Canadian Prime Rate Loans or Canadian Base Rate Loans, (z) no later than 1:30 p.m. Local Time on the Business Day that is three (3) Business Days prior to the requested Funding Date in the case of Advances of Contract Rate Loans, in each case, specifying (A) the amount of such Advance and, in the case of clause (iv) , whether such Advance requested will be a U.S. Advance or a Canadian Advance, (B) the Applicable Currency for the requested Advance (which currency shall be permitted hereunder), (C) (x) in the case of any requested U.S. Advances to be denominated in U.S. Dollars, whether such U.S. Advances are to be comprised of U.S. Base Rate Loans or LIBOR Rate Loans, (y) in the case of any requested Canadian Advances to be denominated in Canadian Dollars, whether such Canadian Advances are to be comprised of Canadian Prime Rate Loans or BA Rate Loans, and (z) in the case of any requested Canadian Advances to be denominated in U.S. Dollars, whether such Advances are to be comprised of Canadian Base Rate Loans or LIBOR Rate Loans; (D) subject to the notice periods set forth above, the requested Funding Date (which shall be a Business Day), and (E) in the case of any requested Advance of Contract Rate Loans, the Interest Period applicable thereto. At the Administrative Agent’s election, in lieu of delivering the above-described Advance Request, any Responsible Officer of the Borrower Representative may give the Administrative Agent telephonic notice of such request by the required time. In such

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circumstances, the Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. Advances for the account of a U.S. Borrower may be denominated in U.S. Dollars or Euros and Advances for the account of a Canadian Borrower may be denominated in Canadian Dollars or U.S. Dollars. Requests for Contract Rate Loans will also be subject to Section 2.12 .

(b) If no election as to whether a requested U.S. Advance denominated in U.S. Dollars is to be comprised of U.S. Base Rate Loans or LIBOR Rate Loans is contained in the applicable request, then the requested U.S. Advance shall be extended as U.S. Base Rate Loans. If no election as to whether a requested Canadian Advance denominated in Canadian Dollars is to be comprised of BA Rate Loans or Canadian Prime Rate Loans is contained in the applicable request, then the requested Canadian Advance shall be extended as Canadian Prime Rate Loans. If no election as to whether a requested Canadian Advance denominated in U.S. Dollars is to be comprised of Canadian Base Rate Loans or LIBOR Rate Loans is contained in the applicable request, then the requested Canadian Advances shall be extended as Canadian Base Rate Loan. If no Interest Period is specified with respect to any request for an Advance comprised of Contract Rate Loans in the applicable request, then the requested Advance shall be deemed to have an Interest Period of one month’s (or 30 days’ in the case of BA Rate Loans) duration.

(i) U.S. Swingline Loans . In the case of a request for a U.S. Advance and so long as either (i) the aggregate amount of U.S. Swingline Loans made since the last Settlement Date, minus all collections, payments or other amounts applied to U.S. Swingline Loans since the last Settlement Date, plus the amount of the requested U.S. Swingline Loan does not exceed $20,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4 , the “ U.S. Swingline Sublimit ”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a U.S. Swingline Loan notwithstanding the foregoing limitation, the Swingline Lender shall make a U.S. Advance in the amount requested (any such U.S. Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “ U.S. Swingline Loan ” and all such U.S. Advances being referred to as “ U.S. Swingline Loans ”) available to the U.S. Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Advance to the U.S. Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the U.S. Revolving Lenders is a Defaulting U.S. Lender. Each U.S. Swingline Loan shall be deemed to be a U.S. Advance hereunder and shall be subject to all the terms and conditions (including Section 4 ) applicable to other U.S. Advances, except that all payments (including interest) on any U.S. Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.2(e)(ii) , the Swingline Lender shall not make and shall not be obligated to make any U.S. Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable U.S. Swingline Loan, or (ii) the requested U.S. Swingline Loan would exceed the U.S. Availability on such

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Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any U.S. Swingline Loan. The U.S. Swingline Loans shall be secured by Liens on the U.S. Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute U.S. Advances and U.S. Finance Obligations, and bear interest at the rate applicable from time to time to U.S. Advances that are U.S. Base Rate Loans.

(ii) Canadian Swingline Loans . In the case of a request for a Canadian Advance and so long as either (i) the aggregate amount of Canadian Swingline Loans made since the last Settlement Date, minus all payments or other amounts applied to Canadian Swingline Loans since the last Settlement Date, plus the amount of the requested Canadian Swingline Loan does not exceed $10,000,000 (as such amount may be adjusted from time to time pursuant to Section 1.4 , the “ Canadian Swingline Sublimit ”) or (ii) the Swingline Lender, in its sole discretion, agrees to make a Canadian Swingline Loan notwithstanding the foregoing limitation, the Swingline Lender shall make a Canadian Advance in the amount of the requested Canadian Advance (any such Canadian Advance made by the Swingline Lender pursuant to this Section 2.2(b) being referred to as a “ Canadian Swingline Loan ” and all such Canadian Advances being referred to as “ Canadian Swingline Loans ”) available to the Canadian Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Canadian Advance to the Canadian Designated Account. Anything contained herein to the contrary notwithstanding, the Swingline Lender may, but shall not be obligated to, make Swingline Loans at any time that one or more of the Canadian Revolving Lenders is a Defaulting Canadian Lender. Each Canadian Swingline Loan shall be deemed to be a Canadian Advance hereunder and shall be subject to all the terms and conditions (including Section 4 ) applicable to other Canadian Advances, except that all payments (including interest) on any Canadian Swingline Loan shall be payable to the Swingline Lender solely for its own account. Subject to the provisions of Section 2.3(e)(ii) , the Swingline Lender shall not make and shall not be obligated to make any Canadian Swingline Loan if the Swingline Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Canadian Swingline Loan, or (ii) the requested Canadian Swingline Loan would exceed the Canadian Availability on such Funding Date. The Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 4 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swingline Loan. The Canadian Swingline Loans shall be secured by Liens in the Canadian Collateral granted in favor of the Administrative Agent under the Loan Documents, constitute Canadian Advances and Canadian Finance Obligations, and bear interest at the rate applicable from time to time to Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, as the context may require.

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(d) Making of Advances.

(i) In the event that the Swingline Lender is not obligated to make a Swingline Loan under any Facility, then after receipt of a request for an Advance under such Facility pursuant to Section 2.2(a) , the Administrative Agent shall notify the Appropriate Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Advance and whether such Advance is a U.S. Advance or a Canadian Advance; such notification to be sent on the requested Funding Date in the case of a U.S. Advance of U.S. Base Rate Loans or a Canadian Advance of Canadian Prime Rate Loans or Canadian Base Rate Loans and on the Business Day that is two (2) Business Days prior to the requested Funding Date in the case of all other Advances. If the Administrative Agent has timely notified the Appropriate Lenders of a requested Advance as provided above, then each Appropriate Lender shall make the amount of such Lender’s Pro Rata Share of the requested Advance available to the Administrative Agent in immediately available funds in the requested currency, to the Appropriate Agent’s Account, not later than (x) 3:00 p.m. Local Time on the Business Day that is the requested Funding Date, in the case of U.S. Advances that are U.S. Base Rate Loans or Canadian Advances that are Canadian Prime Rate Loans or Canadian Base Rate Loans, and (y) 10:00 a.m. Local Time on the Business Day that is the requested Funding Date for all other Advances. After the Administrative Agent’s receipt of the proceeds of such Advances from the Appropriate Lenders, the Administrative Agent shall make the proceeds thereof available to the applicable Borrower(s) on the requested Funding Date by transferring immediately available funds in the requested currency equal to such proceeds received by the Administrative Agent to the Appropriate Designated Account; provided , that, subject to the provisions of Section 2.2(e)(ii) , no Lender shall have an obligation to make any Loan if (A) one or more of the applicable conditions set forth in Section 4 will not be satisfied on the requested Funding Date for the applicable Advance unless such condition has been waived, or (B) after giving effect to the applicable Advance, (x) the Usage under the applicable Facility would exceed the Loan Cap as then in effect with respect to such Facility or (y) the Pro Rata Share of such Lender in the Usage under the applicable Facility would exceed such Lender’s Commitment under such Facility.

(ii) Unless the Administrative Agent receives notice from a Lender under any Facility 30 minutes prior to the applicable funding time set forth in clause (i) above on the Business Day that is the requested Funding Date relative to a requested Advance as to which the Administrative Agent has notified the Appropriate Lenders of a requested Advance that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Appropriate Borrowers, the amount of that Lender’s Pro Rata Share of the Advance, the Administrative Agent may assume that each Appropriate Lender has made or will make such amount available to the Administrative Agent in immediately available funds in the requested currency on the Funding Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to the Appropriate Borrowers a corresponding amount. If, on the requested Funding Date, any Appropriate Lender shall not have remitted the full amount that it is required to make available to the Administrative Agent in immediately available funds and if the Administrative Agent has made available to the Appropriate Borrowers such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Advance available

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to the Administrative Agent in immediately available funds, to the Appropriate Agent’s Account, no later than 10:00 a.m. Local Time on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Advance for the Funding Date shall be for the Administrative Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to the Administrative Agent in immediately available funds as and when required hereby and if the Administrative Agent has made available to the Appropriate Borrowers such amount, then that Lender shall be obligated to immediately remit such amount to the Administrative Agent, together with interest at the applicable Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by the Administrative Agent to any Lender with respect to amounts owing under this Section 2.2(d)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to the Administrative Agent, then such payment to the Administrative Agent shall constitute such Lender’s Advances for all purposes of this Agreement. If such amount is not made available to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Appropriate Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Appropriate Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such Advance, at a rate per annum equal to the interest rate applicable at the time to such Advance.

(e) Special Advances.

(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other applicable conditions precedent set forth in Section 4 are not satisfied, the Administrative Agent hereby is authorized by the Borrowers and the Lenders, from time to time, in the Administrative Agent’s Permitted Discretion, to make Advances under any Facility to, or for the benefit of, the Appropriate Borrowers on behalf of the Appropriate Lenders, that the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Finance Obligations (other than the Bank Product Obligations) (the U.S. Advances described in this Section 2.2(e)(i) shall be referred to as “ U.S. Protective Advances ” and the Canadian Advances described in this
Section 2.2(e)(i) shall be referred to as the “ Canadian Protective Advances ” and together with the U.S. Protective Advances, the “ Protective Advances ”).

(ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize the Administrative Agent or the Swingline Lender, as applicable, and either the Administrative Agent or the Swingline Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swingline Loans) to the Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as:

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(A) after giving effect to such Advances, the aggregate amount of Overadvances outstanding at any time shall not exceed 5% of the Maximum Global Credit Amount,

(B) with respect to any such U.S. Advances, after giving effect to such U.S. Advances (1) the outstanding U.S. Usage does not exceed the U.S. Borrowing Base by more than 10% of the U.S. Borrowing Base, (2) the outstanding U.S. Usage (except for and excluding amounts charged to the U.S. Loan Account for interest, fees, or Lender Group Expenses) does not exceed Maximum U.S. Credit Amount, and (3) the outstanding U.S. Special Advances does not exceed 10% of the U.S. Borrowing Base, and

(C) with respect to any such Canadian Advances, after giving effect to such Canadian Advances (1) the outstanding Canadian Usage does not exceed the Canadian Borrowing Base by more than 10% of the Canadian Borrowing Base, (2) the outstanding Canadian Usage (except for and excluding amounts charged to the Canadian Loan Account for interest, fees, or Lender Group Expenses) does not exceed Maximum Canadian Credit Amount, and (3) the outstanding Canadian Special Advances does not exceed 10% of the Canadian Borrowing Base.

In the event the Administrative Agent obtains actual knowledge that the U.S. Usage, the Canadian Usage, the aggregate outstanding U.S. Special Advances, the aggregate outstanding Canadian Special Advances or aggregate outstanding Overadvances exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, the Administrative Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to any Loan Account for interest, fees, or Lender Group Expenses) or Protective Advances (to the extent so limited) unless the Administrative Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case the Administrative Agent may make such Overadvance (or Protective Advance, as applicable) and provide notice as promptly as practicable thereafter), and the Appropriate Lenders with respect to any such Advance shall, together with the Administrative Agent, jointly determine the terms of arrangements that shall be implemented with the Appropriate Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to the Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing provisions are meant for the benefit of the Lenders and the Administrative Agent and are not meant for the benefit of the Borrowers (it being understood that the Required Lenders may, without the consent of the Borrowers, waive any of the restrictions or limitations in respect of Overadvances set forth in this Section 2.2(e)(ii) , which shall continue to be bound by the provisions of Section 2.3(e) ). Each Lender under any Facility shall be obligated to settle with the Administrative Agent as provided in Section 2.2(f) (or Section 2.2(h) , as applicable) for the amount of such Lender’s Pro Rata Share of any applicable unintentional Overadvances made under such Facility by the Administrative Agent reported to such Lender, any intentional Overadvances made under such Facility as permitted under this Section 2.2(e)(ii) , and any Overadvances made under such Facility resulting from the charging to the Appropriate Loan Account of interest, fees, or Lender Group Expenses.

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(iii) Each U.S. Protective Advance and each U.S. Overadvance (each, a “ U.S. Special Advance ”) shall be deemed to be a U.S. Advance hereunder and each Canadian Protective Advance and each Canadian Overadvance (each, a “ Canadian Special Advance ” and together with the U.S. Special Advances, “ Special Advances ”). No U.S. Special Advance shall be eligible to be a LIBOR Rate Loan and no Canadian Special Advance shall be eligible to be a BA Rate Loan or a LIBOR Rate Loan. Prior to Settlement with respect to any Special Advances, all payments on the Special Advances shall be payable to the Administrative Agent solely for its own account. The Special Advances under any Facility shall be repayable on demand, shall be secured by the Liens of the Administrative Agent under the Loan Documents securing the Finance Obligations under such Facility and, (A) in the case of U.S. Special Advances, shall constitute U.S. Finance Obligations hereunder and bear interest at (x) the U.S. Base Rate if denominated in U.S. Dollars and (y) EURIBOR with an Interest Rate of one month if denominated in Euros, and (B) in the case of Canadian Special Advances, shall constitute Canadian Finance Obligations hereunder and bear interest (x) at the Canadian Prime Rate if denominated in Canadian Dollars and (y) at the Canadian Base Rate if denominated in U.S. Dollars. The provisions of this Section 2.2(e) are for the exclusive benefit of the Administrative Agent, the Swingline Lender, and the Lenders and are not intended to benefit the Borrowers (or any other Loan Party) in any way.

Notwithstanding the foregoing, the Required Lenders may revoke the Administrative Agent’s discretion to make, or permit the existence of, any Overadvance (other than an Overadvance resulting from a Protective Advance) upon 10 Business Days’ written notice to the Administrative Agent. Overadvances will not be permitted to be outstanding for more than 45 days from the date made without the consent of the Required Lenders.

(f) Settlement . It is agreed that each Lender’s funded portion of (i) the U.S. Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding U.S. Advances, and (ii) the Canadian Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Canadian Advances. Such agreement notwithstanding, the Administrative Agent, the Swingline Lender, and the other Lenders agree (which agreement set forth in this Section 2.2(f) shall not be for the benefit of the Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Appropriate Lenders as to the Appropriate Advances, the U.S. Swingline Loans, and the Appropriate Special Advances shall take place on a periodic basis in accordance with the following provisions:

(i) The Administrative Agent shall request settlement (“ Settlement ”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Administrative Agent in its sole discretion (1) on behalf of the Swingline Lender, with respect to the outstanding Swingline Loans, (2) for itself, with respect to the outstanding Special Advances, and (3) with respect to the Borrowers’ or their Subsidiaries’ payments or other amounts received, as to each by notifying the applicable Lenders by telecopy,

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telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. Local Time on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “ Settlement Date ”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swingline Loans and Special Advances under each Facility for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.2(h) ): (y) if the amount of the applicable Advances (including Swingline Loans and Special Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swingline Loans and Special Advances) required to be made, or subject to participation or settlement, by such Lender as of a Settlement Date, then the Administrative Agent shall, by no later than 12:00 p.m. Local Time on the Settlement Date, transfer in immediately available funds in the Applicable Currency to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of all Advances (including Swingline Loans and Special Advances) required to be made, or subject to participation or settlement, by such Lender, and (z) if the amount of the Advances (including Swingline Loans and Special Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swingline Loans and Special Advances) required to be made, or subject to participation or settlement, by such Lender as of a Settlement Date, such Lender shall no later than 12:00 p.m. Local Time on the Settlement Date transfer in immediately available funds in the Applicable Currency to the Appropriate Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances under any Facility (including Swingline Loans and U.S. Special Advances). Such amounts made available to the Administrative Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the Swingline Loans or Special Advances, as applicable, and, together with the portion of such Swingline Loans or Special Advances representing the Swingline Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to the Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii) In determining whether a Lender’s balance of the Advances, Swingline Loans and Special Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swingline Loans, and Special Advances, in each case required to be made, or subject to participation or settlement, by such Lender as of a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments applicable to such Finance Obligations actually received in good funds by the Administrative Agent with respect to principal, interest, fees payable by the Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.

(iii) Between Settlement Dates, the Administrative Agent, to the extent Special Advances or Swingline Loans under any Facility are outstanding, may pay

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over to the Administrative Agent or the Swingline Lender, as applicable, any payments or other amounts received by the Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances under such Facility, for application to such Special Advances or Swingline Loans. Between Settlement Dates, the Administrative Agent, to the extent no Special Advances or Swingline Loans are outstanding under any Facility, may pay over to the Swingline Lender any payments or other amounts received by the Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances under such Facility, for application to the Swingline Lender’s Pro Rata Share of the Advances outstanding under such Facility. If, as of any Settlement Date, payments or other amounts of the Borrowers or their Subsidiaries under any Facility received since the then immediately preceding Settlement Date have been applied to the Swingline Lender’s Pro Rata Share of the Advances outstanding under such Facility other than to Swingline Loans, as provided for in the previous sentence, the Swingline Lender shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, and the Administrative Agent shall pay to the Appropriate Lenders (other than a Defaulting Lender if the Administrative Agent has implemented the provisions of Section 2.2(h) ), to be applied to the outstanding U.S. Advances of such the Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the U.S. Advances. During the period between Settlement Dates, the Swingline Lender with respect to U.S. Swingline Loans, the Administrative Agent with respect to Special Advances, and each Lender with respect to the Advances other than U.S. Swingline Loans and Special Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by the Swingline Lender, the Administrative Agent, or the Lenders, as applicable.

(iv) Anything in this Section 2.2(f) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, the Administrative Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.2(h) .

(g) Notation. the Administrative Agent, as a non-fiduciary agent for the Borrowers, shall maintain a register showing in the Applicable Currency the principal amount of the Advances, owing to each Lender, including the Swingline Loans owing to the Swingline Lender, and Special Advances owing to the Administrative Agent, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.

(h) Defaulting Lenders .

(i) Notwithstanding the provisions of Section 2.3(b)(ii) , the Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments made by any Borrower to the Administrative Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and,

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(A) in the absence of such transfer to a Defaulting U.S. Lender, the Administrative Agent shall transfer any such payments pertaining to U.S. Advances and/or U.S. Collateral, (1) first , to the Swingline Lender to the extent of any U.S. Swingline Loans that were made by the Swingline Lender and that were required to be, but were not, paid by the Defaulting U.S. Lender, (2) second , to any U.S. Issuing Bank, to the extent of the portion of a U.S. Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting U.S. Lender, (3) third , to each Non-Defaulting U.S. Lender ratably in accordance with their U.S. Revolving Commitments (but, in each case, only to the extent that such Defaulting U.S. Lender’s portion of a U.S. Advance (or other funding obligation) was funded by such other Non-Defaulting U.S. Lender), (4) fourth , to a suspense account maintained by the Administrative Agent, the proceeds of which shall be retained by the Administrative Agent and may be made available to be re-advanced to or for the benefit of the U.S. Borrowers (upon the request of the U.S. Borrowers and subject to the conditions set forth in Section 4.2 ) as if such Defaulting U.S. Lender had made its portion of U.S. Advances (or other funding obligations) hereunder, (5) fifth , to the payment of any amounts owing to U.S. Revolving Lenders, any U.S. Issuing Bank, or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any U.S. Revolving Lender, the U.S. Issuing Bank or the Swingline Lender against such Defaulting U.S. Lender as a result of such Defaulting U.S. Lender’s breach of its obligations under this Agreement, (6) sixth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the U.S. Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the U.S. Borrowers against such Defaulting U.S. Lender as a result of such Defaulting U.S. Lender’s breach of its obligations under this Agreement, (7) seventh , to the payment of amounts described in subclauses (1) through (6) of Section 2.2(h)(i)(B) , and (8) eighth , from and after the date on which all other amounts have been paid in full as described in sub-clauses (1) through (7) above, to such Defaulting U.S. Lender in accordance with Section 2.3(b)(ii)(A)(14) ,

(B) in the absence of such transfer to a Defaulting Canadian Lender, the Administrative Agent shall transfer any such payments pertaining to Canadian Advances and/or Canadian Collateral, (1) first , to the Swingline Lender to the extent of any Canadian Swingline Loans that were made by the Swingline Lender and that were required to be, but were not, paid by the Defaulting Canadian Lender, (2) second , to any Canadian Issuing Bank, to the extent of the portion of a Canadian Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Canadian Lender, (3) third , to each Non-Defaulting Canadian Lender ratably in accordance with their Canadian Revolving Commitments (but, in each case, only to the extent that such Defaulting Canadian Lender’s portion of a Canadian Advance (or other funding obligation) was funded by such other Non-Defaulting Canadian Lender), (4) fourth , to a suspense account maintained by the Administrative Agent, the proceeds of which shall be retained by the Administrative Agent and may be made available to be re-advanced to or for the benefit of the Canadian Borrowers (upon the request of the Canadian Borrowers and subject to the conditions set forth in Section 4.2 ) as if such Defaulting Canadian Lender had made its portion of Canadian Advances (or other funding obligations) hereunder, (5) fifth , to the payment of any amounts owing to Canadian Revolving Lenders, the Canadian Issuing Bank, or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained

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by any Canadian Revolving Lender, the Canadian Issuing Bank or the Swingline Lender against such Defaulting Canadian Lender as a result of such Defaulting Canadian Lender’s breach of its obligations under this Agreement, (6) sixth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Canadian Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Canadian Borrowers against such Defaulting Canadian Lender as a result of such Defaulting Canadian Lender’s breach of its obligations under this Agreement, (7) seventh , from and after the date on which all other amounts have been paid in full as described in subclauses (1) through (6) above, to such Defaulting Canadian Lender in accordance with Section 2.3(b)(ii)(B)(13) ,

Subject to the foregoing, the Administrative Agent may hold and, in its reasonable discretion, re-lend to the Appropriate Borrowers for the account of any Defaulting Lender the amount of all such payments received and retained by the Administrative Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fees payable under Section 2.9(b) , such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided , that the foregoing shall not apply to any of the matters governed by clause (A) of the proviso to Section 10.1(a) . The provisions of this Section 2.2(h) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Appropriate Non-Defaulting Lenders, the Administrative Agent, the Issuing Banks and the Appropriate Borrowers shall have waived, in writing, the application of this Section 2.2(h) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to the Administrative Agent all amounts owing by such Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by the Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by the Administrative Agent pursuant to Section 2.2(h)(ii) shall be released to the Appropriate Borrowers). The operation of this Section 2.2(h) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by any Defaulting Lender (subject to Section 10.24) or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Borrowers of their duties and obligations hereunder to the Administrative Agent, the Issuing Banks or to the Appropriate Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund under any Facility hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Appropriate Borrowers, at their option, upon written notice to the Administrative Agent, to arrange for a substitute Lender to assume the Commitments of such Defaulting Lender, such substitute Lender to be reasonably acceptable to the Administrative Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Assumption in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Finance Obligations (other than

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Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Appropriate Letters of Credit); provided , that , subject to Section 10.24, any such assumption of the Commitments of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or the Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund or other breach of its obligations hereunder. In the event of a direct conflict between the priority provisions of this Section 2.2(h) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.2(h) shall control and govern.

(ii) If any U.S. Swingline Loan or U.S. Letter of Credit is outstanding at the time that a U.S. Revolving Lender becomes a Defaulting U.S. Lender then:

(A) such Defaulting U.S. Lender’s U.S. Swingline Exposure and U.S. Letter of Credit Exposure shall be reallocated among the Non-Defaulting U.S. Lenders in accordance with their respective Pro Rata Shares (it being understood such U.S. Defaulting Lender’s U.S. Swingline Exposure shall be reallocated among Non-Defaulting U.S. Lenders and such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure shall be reallocated among Non-Defaulting U.S. Lenders to the extent such U.S. Letter of Credit Exposure arises from a U.S. Letter of Credit) but only to the extent (x) the sum of all Non-Defaulting U.S. Lenders’ Advance Exposures plus such Defaulting U.S. Lender’s U.S. Swingline Exposure and U.S. Letter of Credit Exposure does not exceed the total of all Non-Defaulting U.S. Lenders’ U.S. Revolving Commitments and (y) the conditions set forth in Section 4.2 are satisfied at such time;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Appropriate Borrowers shall within one Business Day following notice by the Administrative Agent (x) first , prepay such Defaulting U.S. Lender’s U.S. Swingline Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) to the extent that such Defaulting U.S. Lender has failed to perform its Settlement obligations under Section 2.2(f) and (y) second , Collateralize such Defaulting U.S. Lender’s applicable U.S. Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) for so long as such U.S. Letter of Credit Exposure is outstanding; provided , that the U.S. Borrowers shall not be obligated to Collateralize any Defaulting U.S. Lender’s U.S. Letter of Credit Exposure if such Defaulting U.S. Lender is also the U.S. Issuing Bank;

(C) if the U.S. Borrowers Collateralize any portion of such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure pursuant to this Section 2.2(h)(ii) , the U.S. Borrowers shall not be required to pay any Letter of Credit Fees to the Administrative Agent for the account of such Defaulting U.S. Lender pursuant to Section 2.5(b) with respect to such Collateralized portion of such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure during the period such Letter of Credit Exposure is Collateralized;

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(D) to the extent the U.S. Letter of Credit Exposure of the Non-Defaulting U.S. Lenders is reallocated pursuant to this Section 2.2(h)(ii) , then the Letter of Credit Fees payable to the Non-Defaulting U.S. Lenders pursuant to Section 2.5(b) shall be adjusted in accordance with such Non-Defaulting U.S. Lenders’ U.S. Letter of Credit Exposure;

(E) to the extent any Defaulting U.S. Lender’s U.S. Letter of Credit Exposure is neither Collateralized nor reallocated pursuant to this Section 2.2(h)(ii) , then, without prejudice to any rights or remedies of the U.S. Issuing Bank or any U.S. Revolving Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting U.S. Lender under Section 2.5(b) with respect to such portion of such U.S. Letter of Credit Exposure shall instead be payable to the U.S. Issuing Bank until such portion of such Defaulting Lender’s U.S. Letter of Credit Exposure is Collateralized or reallocated;

(F) so long as any U.S. Revolving Lender is a Defaulting U.S. Lender, the Swingline Lender shall not be required to make any U.S. Swingline Loan and the U.S. Issuing Bank shall not be required to issue, amend, or increase any U.S. Letter of Credit, in each case, to the extent (x) the Defaulting U.S. Lender’s Pro Rata Share of such U.S. Swingline Loans or U.S. Letters of Credit cannot be reallocated pursuant to this Section 2.2(h)(ii) or (y) the Swingline Lender or the U.S. Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swingline Lender or the U.S. Issuing Bank, as applicable, and the U.S. Borrowers to eliminate the Swingline Lender’s or the U.S. Issuing Bank’s risk with respect to the Defaulting U.S. Lender’s participation in U.S. Swingline Loans or U.S. Letters of Credit; and

(G) the Administrative Agent may release any cash collateral provided by the U.S. Borrowers pursuant to this Section 2.2(h)(ii) to the U.S. Issuing Bank and the U.S. Issuing Bank may apply any such cash collateral to the payment of such Defaulting U.S. Lender’s Pro Rata Share of any U.S. Letter of Credit Disbursement that is not reimbursed by the U.S. Borrowers pursuant to Section 2.10(d) .

(iii) If any Canadian Swingline Loan or Canadian Letter of Credit is outstanding at the time that a Canadian Revolving Lender becomes a Defaulting Canadian Lender then:

(A) such Defaulting Canadian Lender’s Canadian Swingline Exposure and Canadian Letter of Credit Exposure shall be reallocated among the Non-Defaulting Canadian Lenders in accordance with their respective Pro Rata Shares (it being understood such Canadian Defaulting Lender’s Canadian Swingline Exposure shall be reallocated among Non-Defaulting Canadian Lenders and such Defaulting Canadian Lender’s Canadian Letter of Credit Exposure shall be reallocated among Non-Defaulting Canadian Lenders to the extent such Canadian Letter of Credit Exposure arises from a Canadian Letter of Credit) but only to the extent (x) the sum of all Non-Defaulting Canadian Lenders’ Advance Exposures plus such Defaulting Canadian Lender’s Canadian Swingline Exposure and Canadian Letter of Credit Exposure does not exceed the total of all Non-Defaulting Canadian Lenders’ Canadian Revolving Commitments and (y) the conditions set forth in Section 4.2 are satisfied at such time;

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(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Canadian Borrowers shall within one Business Day following notice by the Administrative Agent (x) first , prepay such Defaulting Canadian Lender’s Canadian Swingline Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) to the extent that such Defaulting Canadian Lender has failed to perform its Settlement obligations under Section 2.2(f) and (y) second , Collateralize such Defaulting Canadian Lender’s applicable Canadian Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, for so long as such Canadian Letter of Credit Exposure is outstanding; provided , that Borrowers shall not be obligated to Collateralize any Defaulting Canadian Lender’s Canadian Letter of Credit Exposure if such Defaulting Canadian Lender is also the Canadian Issuing Bank;

(C) if the Canadian Borrowers Collateralize any portion of such Defaulting Canadian Lender’s Canadian Letter of Credit Exposure pursuant to this Section 2.2(h)(iii) , such Canadian Borrowers shall not be required to pay any Letter of Credit Fees to the Administrative Agent for the account of such Defaulting Canadian Lender pursuant to Section 2.5(b) with respect to such Collateralized portion of such Defaulting Canadian Lender’s Canadian Letter of Credit Exposure during the period such Letter of Credit Exposure is Collateralized;

(D) to the extent the Canadian Letter of Credit Exposure of the Non-Defaulting Canadian Lenders is reallocated pursuant to this Section 2.2(h)(ii) , then the Letter of Credit Fees payable to the Non-Defaulting Canadian Lenders pursuant to Section 2.5(b) shall be adjusted in accordance with such Non-Defaulting Canadian Lenders’ Canadian Letter of Credit Exposure;

(E) to the extent any Defaulting Canadian Lender’s Canadian Letter of Credit Exposure is neither Collateralized nor reallocated pursuant to this Section 2.2(h)(iii) , then, without prejudice to any rights or remedies of the Canadian Issuing Bank or any Canadian Revolving Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting Canadian Lender under Section 2.5(b) with respect to such portion of such Letter of Credit Exposure shall instead be payable to the Canadian Issuing Bank until such portion of such Defaulting Lender’s Canadian Letter of Credit Exposure is Collateralized or reallocated;

(F) so long as any Canadian Revolving Lender is a Defaulting Canadian Lender, the Swingline Lender shall not be required to make the Canadian Swingline Loan and any Canadian Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Canadian Lender’s Pro Rata Share of such Canadian Swingline Loans or Canadian Letter of Credit cannot be reallocated pursuant to this Section 2.2(h)(iii) or (y) the Swingline Lender or the Canadian Issuing Bank, as applicable, has not otherwise entered into arrangements

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reasonably satisfactory to the Swingline Lender or the Canadian Issuing Bank, as applicable, and the Canadian Borrowers to eliminate the Swingline Lender’s or such Canadian Issuing Bank’s risk with respect to the Defaulting Canadian Lender’s participation in Canadian Swingline Loans or Canadian Letters of Credit; and

(G) the Administrative Agent may release any cash collateral provided by the Canadian Borrowers pursuant to this Section 2.2(h)(iii) to the Canadian Issuing Bank and the Canadian Issuing Bank may apply any such cash collateral to the payment of such Defaulting Canadian Lender’s Pro Rata Share of any Canadian Letter of Credit Disbursement that is not reimbursed by the Canadian Borrowers pursuant to Section 2.11(d) .

(iv) Independent Obligations. All Advances (other than Swingline Loans and Special Advances) shall be made by the Appropriate Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

2.3 Payments; Reductions of Commitments; Prepayments .

(a) Payments by Borrowers.

(i) Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Appropriate Agent’s Account in immediately available funds in the Applicable Currency, no later than 1:30 p.m. Local Time on the date specified herein. Any payment received by the Administrative Agent later than 1:30 p.m. Local Time shall be deemed to have been received (unless the Administrative Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii) Unless the Administrative Agent receives notice from the Borrower Representative prior to the date on which any payment is due to Lenders that the Borrowers will not make such payment in full as and when required, the Administrative Agent may assume that the Borrowers have made (or will make) such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrowers do not make such payment in full to the Administrative Agent on the date when due, each Lender severally shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b) Apportionment and Application.

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(i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to any Defaulting Lenders, all principal and interest payments received by the Administrative Agent shall be apportioned ratably among the Appropriate Lenders (according to the unpaid principal balance of the Finance Obligations to which such payments relate held by each Appropriate Lender) and all payments of fees and expenses received by the Administrative Agent (other than fees or expenses that are for the Administrative Agent’s separate account or for the separate account of any Issuing Bank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Finance Obligation to which a particular fee or expense relates.

(A) Subject to Section 2.3(b)(iv) and Section 2.3(e)(i) , all payments in respect of U.S. Finance Obligations to be made hereunder by the U.S. Borrowers shall be remitted to the Administrative Agent and all such payments, and all proceeds of U.S. Collateral received by the Administrative Agent (any such amounts, “ U.S. Revolving Proceeds ”), shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting U.S. Lenders, first ratably, to reduce the balance of all U.S. Special Advances and/or U.S. Swingline Loans then outstanding until paid in full, second , to reduce the balance of all other U.S. Advances then outstanding until paid in full and, third , to the U.S. Borrowers (to be wired to the U.S. Designated Account) or such other Person entitled thereto under applicable law.

(B) Subject to Section 2.3(b)(iv) and Section 2.3(e)(ii) , all payments in respect of Canadian Finance Obligations to be made hereunder by the Canadian Borrowers shall be remitted to the Administrative Agent and all such payments, and all proceeds of Canadian Collateral received by the Administrative Agent (any such amounts, “ Canadian Revolving Proceeds ” and together with U.S. Revolving Proceeds, “ Revolving Proceeds ”), shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Canadian Lenders, first ratably, to reduce the balance of all Canadian Special Advances and/or Canadian Swingline Loans then outstanding until paid in full, second , to reduce the balance of all other Canadian Advances then outstanding until paid in full and, third , to the Canadian Borrowers (to be wired to the Canadian Designated Account) or such other Person entitled thereto under applicable law.

All Revolving Proceeds under any Facility denominated in a particular currency shall be applied first to Finance Obligations under such Facility denominated in such currency and thereafter to Finance Obligations under that Facility denominated in other currencies as determined by the Borrower Representative or, if no instruction is given, by the Administrative Agent in its discretion.

(ii) At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to the Administrative Agent in respect of the Finance Obligations and

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all proceeds of Collateral received by the Administrative Agent (including all collections (as applicable)) shall be applied as follows:

(A) All payments in respect of U.S. Finance Obligations and all proceeds of U.S. Collateral (including U.S. collections (as applicable)) received by the Administrative Agent shall be applied as follows:

(1) first , to pay any Lender Group Expenses (including cost or expense reimbursements) owing by the U.S. Loan Parties or indemnities then due to the Administrative Agent under the Loan Documents in respect of the U.S. Finance Obligations, until paid in full,

(2) second , to pay any fees or premiums then due to the Administrative Agent under the Loan Documents in respect of the U.S. Finance Obligations until paid in full,

(3) third , to pay interest due in respect of all U.S. Protective Advances until paid in full,

(4) fourth , to pay the principal of all U.S. Protective Advances until paid in full,

(5) fifth , ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) owing by the U.S. Loan Parties or indemnities then due to any of Lenders under the Loan Documents in respect of the U.S. Finance Obligations, until paid in full,

(6) sixth , ratably, to pay any fees or premiums then due to any of Lenders under the Loan Documents in respect of the U.S. Finance Obligations until paid in full,

(7) seventh , to pay interest accrued in respect of the U.S. Swingline Loans until paid in full,

(8) eighth , to pay the principal of all U.S. Swingline Loans until paid in full,

(9) ninth , ratably, to pay interest accrued in respect of the U.S. Advances (other than U.S. Protective Advances) until paid in full,

(10) tenth , ratably,

(I) ratably, to pay the principal of all U.S. Advances until paid in full,

(II) to the Administrative Agent, to be held by the Administrative Agent, for the benefit of the U.S. Issuing Bank (and for the ratable benefit of each of Lenders that have an obligation to pay to the

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Administrative Agent, for the account of the U.S. Issuing Bank, a share of each U.S. Letter of Credit Disbursement), as cash collateral in an amount up to 102% of the U.S. Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any U.S. Letter of Credit Disbursement as and when such disbursement occurs and, if a U.S. Letter of Credit expires undrawn, the cash collateral held by the Administrative Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.3(b)(ii)(A) , beginning with tier (1) hereof), and

(III) ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause (III) during the continuation of the applicable Application Event) of the most recently established U.S. Bank Product Reserve, to (x) the Bank Product Providers providing U.S. Bank Products based upon amounts then certified by the applicable Bank Product Provider to the Administrative Agent (in form and substance satisfactory to the Administrative Agent) to be due and payable to such Bank Product Providers on account of U.S. Bank Product Obligations, and (y) with any balance to be paid to the Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Bank Product Providers providing U.S. Bank Products, as cash collateral (which cash collateral may be released by the Administrative Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to U.S. Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such U.S. Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by the Administrative Agent in respect of such U.S. Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)(A) , beginning with tier (1) hereof,

(11) eleventh , ratably, to pay Canadian Finance Obligations set forth in and in the order set forth in tiers (1) through (10) of Section 2.3(b)(ii)(B),

(12) twelfth , to pay any other U.S. Finance Obligations other than U.S. Finance Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of U.S. Bank Product Obligations, with any balance to be paid to the Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by the Administrative Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to U.S. Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such U.S. Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by the Administrative Agent in respect of such U.S. Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)(A), beginning with tier (1) hereof),

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(13) thirteenth , ratably to pay any other Canadian Finance Obligations other than Canadian Finance Obligations owed to Defaulting Lenders,

(14) fourteenth , ratably to pay any U.S. Finance Obligations owed to Defaulting Lenders,

(15) fifteenth , ratably to pay any Canadian Finance Obligations owed to Defaulting Lenders, and

(16) sixteenth , to the U.S. Borrowers (to be wired to the U.S. Designated Account) or such other Person entitled thereto under applicable law.

(B) All payments in respect of Canadian Finance Obligations and all proceeds of Canadian Collateral (including Canadian collections (as applicable)) received by the Administrative Agent shall be applied as follows:

(1) first , to pay any Lender Group Expenses (including cost or expense reimbursements) owing by Canadian Loan Parties or indemnities then due to the Administrative Agent under the Loan Documents in respect of the Canadian Finance Obligations, until paid in full,

(2) second , to pay any fees or premiums then due to the Administrative Agent under the Loan Documents in respect of the Canadian Finance Obligations until paid in full,

(3) third , to pay interest due in respect of all Canadian Protective Advances until paid in full,

(4) fourth , to pay the principal of all Canadian Protective Advances until paid in full,

(5) fifth , ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) owing by Canadian Loan Parties or indemnities then due to any of Lenders under the Loan Documents in respect of the Canadian Finance Obligations, until paid in full,

(6) sixth , ratably, to pay any fees or premiums then due to any of Lenders under the Loan Documents in respect of the Canadian Finance Obligations until paid in full,

(7) seventh , to pay interest accrued in respect of the Canadian Swingline Loans until paid in full,

(8) eighth , to pay the principal of all Canadian Swingline Loans until paid in full,

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(9) ninth , ratably, to pay interest accrued in respect of the Canadian Advances (other than Canadian Protective Advances) until paid in full,

(10) tenth , ratably,

(I) ratably, to pay the principal of all Canadian Advances until paid in full,

(II) to the Administrative Agent, to be held by the Administrative Agent, for the benefit of the Canadian Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation to pay to the Administrative Agent, for the account of the Canadian Issuing Bank, a share of each Canadian Letter of Credit Disbursement), as cash collateral in an amount up to 110% of the Canadian Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any Canadian Letter of Credit Disbursement as and when such disbursement occurs and, if a Canadian Letter of Credit expires undrawn, the cash collateral held by the Administrative Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.3(b)(ii)(A) , beginning with tier (1) hereof), and

(III) ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause (III) during the continuation of the applicable Application Event) of the most recently established Canadian Bank Product Reserve, to (x) the Bank Product Providers providing Canadian Bank Products based upon amounts then certified by the applicable Bank Product Provider to the Administrative Agent (in form and substance satisfactory to the Administrative Agent) to be due and payable to such Bank Product Providers on account of Canadian Bank Product Obligations, and (y) with any balance to be paid to the Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Bank Product Providers providing Canadian Bank Products, as cash collateral (which cash collateral may be released by the Administrative Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Canadian Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Canadian Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by the Administrative Agent in respect of such Canadian Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)(A) , beginning with tier (1) hereof,

(11) eleventh , ratably, to pay Canadian Finance Obligations set forth in and in the order set forth in tiers (1) through (10) of Section 2.3(b)(ii)(B) ,

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(12) twelfth , to pay any other Canadian Finance Obligations other than Canadian Finance Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Canadian Bank Product Obligations, with any balance to be paid to the Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by the Administrative Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Canadian Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Canadian Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by the Administrative Agent in respect of such Canadian Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii)(A) , beginning with tier (1) hereof),

(13) thirteenth , ratably to pay any Canadian Finance Obligations owed to Defaulting Lenders, and

(14) fourteenth , to the Canadian Borrowers (to be wired to the Canadian Designated Account) or such other Person entitled thereto under applicable law.

(i) U.S. Revolving Commitments . The U.S. Revolving Commitments shall terminate on the Revolving Termination Date. The U.S. Borrowers may reduce the U.S. Revolving Commitments to an amount (which may be zero) not less than the sum of (A) the U.S. Usage as of such date, plus (B) the principal amount of any U.S. Advances not yet made as to which a request has been given by the U.S. Borrowers under Section 2.2(a) , plus (C) amount of all U.S. Letters of Credit not yet issued as to which a request has been given by the U.S. Borrowers; provided , that the U.S. Borrowers may reduce the U.S. Revolving Commitments below such amount so long as such reduction is accompanied by the prepayment of U.S. Advances or U.S. Swingline Loan and/or the Collateralization of U.S. Letters of Credit in an amount equal to any such excess. Each such reduction shall be in an amount which is not less than $500,000 (unless the U.S. Revolving Commitments are being reduced to zero and the amount of the applicable U.S. Revolving Commitments in effect immediately prior to such reduction are less than $500,000), shall be made by providing not less than 2 Business Days prior written notice to the Administrative Agent, and shall be irrevocable; provided , that if any notice of termination of the U.S. Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities, such notice of termination may be revoked if such Refinancing is not consummated and any Contract Rate Loan that was the subject of such notice shall be continued as a U.S. Base Rate Loan or a EURIBOR Loan with an Interest Period of one month, as applicable.

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(ii) Canadian Revolving Commitments . The Canadian Revolving Commitments shall terminate on the Revolving Termination Date. The Canadian Borrowers may reduce the Canadian Revolving Commitments to an amount (which may be zero) not less than the sum of (A) the Canadian Usage as of such date, plus (B) the principal amount of any Canadian Advances not yet made as to which a request has been given by the Canadian Borrowers under Section 2.2(a) , plus (C) amount of all Canadian Letters of Credit not yet issued as to which a request has been given by the Canadian Borrowers; provided , that the Canadian Borrowers may reduce the Canadian Revolving Commitments below such amount so long as such reduction is accompanied by the prepayment of Canadian Advances or Canadian Swingline Loan and/or the Collateralization of Canadian Letters of Credit in an amount equal to any such excess. Each such reduction shall be in an amount which is not less than $500,000 (unless the Canadian Revolving Commitments are being reduced to zero and the amount of the applicable Canadian Revolving Commitments in effect immediately prior to such reduction are less than $500,000), shall be made by providing not less than 2 Business Days prior written notice to the Administrative Agent, and shall be irrevocable; provided , that if any notice of termination of the Canadian Revolving Commitments indicates that such termination is to be made in connection with a Refinancing of the Facilities, such notice of termination may be revoked if such Refinancing is not consummated and any Contract Rate Loan that was the subject of such notice shall be continued as a Canadian Prime Rate Loan or a Canadian Base Rate Loan, as applicable.

(d) Optional Prepayments . The Borrowers may prepay the principal of any Advance or Swingline Loan at any time in whole or in part, without premium or penalty.

(e) Mandatory Prepayments .

(i) Borrowing Bases . If, at any time, (A) the U.S. Usage on such date exceeds the U.S. Loan Cap, or (B) the Canadian Usage exceeds the Canadian Loan Cap, each Borrower shall promptly, but in any event within one (1) Business Day, prepay the applicable Finance Obligations owed by it in an aggregate amount equal to such excess. For purposes of this Section 2.3(e)(i) , the relevant Borrowing Bases will be determined as of each day by the Administrative Agent in connection with the calculation of the U.S. Usage and the Canadian Usage, as applicable, based upon the most recent Borrowing Base Certificate delivered by the Borrower Representative, subject to adjustment by the Administrative Agent in its Permitted Discretion in accordance with this Agreement. Without in any way limiting the foregoing provisions, the Administrative Agent shall, monthly or more frequently in the sole discretion of the Administrative Agent, make any necessary Exchange Rate calculations to determine whether any excess described in this clause (i) exists on such date and advise the Borrowers if such excess exists.

(ii) Collections . During a Cash Dominion Period, (A) all proceeds of the U.S. Collateral (other than identifiable cash proceeds of Term Priority Collateral) will be applied to prepay the U.S. Finance Obligations, and (B) all proceeds of the Canadian Collateral will be applied to prepay the Canadian Finance Obligations, in each case in accordance with Section 5.17 .

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(f) Application of Payments.

(i) Each prepayment of the U.S. Finance Obligations pursuant to Section 2.3(e) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first , to the outstanding principal amount of the U.S. Advances until paid in full, and second , to Collateralize the U.S. Letters of Credit, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(b)(ii)(A) .

(ii) Each prepayment of the Canadian Finance Obligations pursuant to Section 2.3(e) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first , to the outstanding principal amount of the Canadian Advances until paid in full, and second , to Collateralize the Canadian Letters of Credit, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.3(b)(ii)(B) .

2.4 Promise to Pay .

(a) U.S. Facility . The U.S. Borrowers jointly and severally agree to pay Lender Group Expenses incurred in connection with the U.S. Facility promptly (and, in any event, within ten (10) Business Days of receipt of notice thereof by the Administrative Agent) (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the U.S. Loan Account pursuant to the provisions of Section 2.5(d) shall be deemed to constitute notice by the Administrative Agent and prompt payment by the U.S. Borrowers for the purposes of this Section 2.4(a) . The U.S. Borrowers jointly and severally promise to pay all of the U.S. Finance Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses incurred in connection with the U.S. Facility)) in full on the Revolving Termination Date or, if earlier, on the date on which such U.S. Finance Obligations (other than the U.S. Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. The U.S. Borrowers agree that their obligations contained in the first sentence of this Section 2.4(a) shall survive payment or satisfaction in full of all other U.S. Finance Obligations.

(b) Canadian Facility . The Canadian Borrowers jointly and severally agree to pay Lender Group Expenses incurred in connection with the Canadian Facility promptly (and, in any event, within ten (10) Business Days of receipt of notice thereof by the Administrative Agent) (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Canadian Loan Account pursuant to the provisions of Section 2.5(d) shall be deemed to constitute notice by the Administrative Agent and prompt payment by the Canadian Borrowers for the purposes of this Section 2.4(b) . The Canadian Borrowers jointly and severally promise to pay all of the Canadian Finance Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses incurred in connection with the Canadian Facility)) in full on the Revolving Termination Date or, if earlier, on the date on which such Canadian Finance Obligations (other than the Canadian Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. The Canadian Borrowers agree that their obligations contained in the first sentence of this Section 2.4(b) shall survive payment or satisfaction in full of all other Canadian Finance Obligations.

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2.5 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations .

(a) Interest Rates. Except as provided in Section 2.5(c) , all Finance Obligations (except for undrawn Letters of Credit) that have been charged to any Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows:

(i) if the relevant Finance Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate for the applicable Interest Period, plus the Applicable Margin for LIBOR Rate Loans,

(ii) if the relevant Finance Obligation is a U.S. Base Rate Loan, at a per annum rate equal to the U.S. Base Rate plus the Applicable Margin for U.S. Base Rate Loans,

(iii) if the relevant Finance Obligation is a EURIBOR Loan, at a per annum rate equal to the LIBOR Rate for the applicable Interest Period, plus the Applicable Margin for EURIBOR Loans,

(iv) if the relevant Finance Obligation is a BA Rate Loan, at a per annum rate equal to the BA Rate for the applicable Interest Period, plus the Applicable Margin for BA Rate Loans,

(v) if the relevant Finance Obligation is a Canadian Prime Rate Loan, at a per annum rate equal to the Canadian Prime Rate plus the Applicable Margin for Canadian Prime Rate Loans,

(vi) if the relevant Finance Obligation is a Canadian Base Rate Loan, at a per annum rate equal to the Canadian Base Rate plus the Applicable Margin for Canadian Base Rate Loans,

(vii) if the relevant Finance Obligation is a U.S. Special Advance, at a per annum rate equal to the U.S. Base Rate plus the Applicable Margin for U.S. Base Rate Loans plus 2%,

(viii) if the relevant Finance Obligation is a Canadian Special Advance denominated in Canadian Dollars, at a per annum rate equal to the Canadian Prime Rate plus the Applicable Margin for Canadian Prime Rate Loans plus 2%,

(ix) if the relevant Finance Obligation is a Canadian Special Advance denominated in U.S. Dollars, at a per annum rate equal to the Canadian Base Rate plus the Applicable Margin for Canadian Base Rate Loans plus 2%,

(x) otherwise, (x) with respect to amounts owed by the U.S. Borrowers, at a per annum rate equal to the U.S. Base Rate plus the Applicable Margin for U.S. Base Rate Loans, and (y) with respect to amounts owed by the Canadian Borrowers, at a per annum rate equal to the Canadian Prime Rate plus the Applicable Margin for Canadian Prime Rate Loans.

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(b) Letter of Credit Fee. Subject to Section 2.5(c) , the U.S. Borrowers shall pay the Administrative Agent (for the ratable benefit of U.S. Revolving Lenders), a fee (the “ U.S. Letter of Credit Fee ”) (which fee shall be in addition to the fees, charges, commissions, and costs set forth in Section 2.10(f) ) that shall accrue at a per annum rate equal to the Applicable Margin for LIBOR Rate Loans times the undrawn amount of all outstanding U.S. Letters of Credit. Subject to Section 2.5(c) , the Canadian Borrowers shall pay the Administrative Agent (for the ratable benefit of Canadian Revolving Lenders), a fee (the “ Canadian Letter of Credit Fee ” and together with the U.S. Letter of Credit Fee, the “ Letter of Credit Fees ”) (which fee shall be in addition to the fees, charges, commissions, and costs set forth in Section 2.11(f) ) that shall accrue at a per annum rate equal to the Applicable Margin for BA Rate Loans times the undrawn amount of all outstanding Canadian Letters of Credit.

(c) Default Rate. (i) If all or a portion of the principal amount of any Loan or Letter of Credit Disbursement shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2.0% and (ii) if all or a portion of (w) any interest payable on any Loan or Letter of Credit Disbursement, (x) any Commitment Fee, (y) any Letter of Credit Fee or (z) any other amount payable hereunder or under any other Loan Document shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to U.S. Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate Loans, as applicable, under the relevant Facility plus 2.0% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to U.S. Base Rate Loans under the U.S. Facility plus 2.0%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment)

(d) Payment. Except to the extent provided to the contrary in Section 2.12(a) , all interest, all Letter of Credit Fees, all other fees payable hereunder or under any of the other Loan Documents, all costs and expenses payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable, in arrears, on the first day of each quarter at any time that Finance Obligations or Commitments under any Facility are outstanding. The Borrowers hereby authorize the Administrative Agent, from time to time upon three (3) Business Days prior notice to the Borrowers, to charge all interest, Letter of Credit Fees, and all other fees payable hereunder or under any of the other Loan Documents (in each case, as and when due and payable), all costs and expenses payable hereunder or under any of the other Loan Documents (in each case, as and when accrued or incurred), and all Lender Group Expenses (as and when accrued or incurred), all charges, commissions, fees, and costs provided for in Section 2.10(f) and Section 2.11(f) (as and when accrued or incurred), all fees and costs provided for in Section 2.9 (as and when accrued or incurred), and all other payment obligations as and when due and payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products) to the Appropriate Loan Account, which amounts thereafter shall constitute Advances hereunder under the applicable Facility and, initially, shall accrue interest at the rate then applicable to U.S. Base Rate Loans in the case of any such amounts under the U.S. Facility and Canadian Prime Rate Loans in the case of any such amounts under the Canadian Facility. Any interest, fees, costs,

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expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement that are charged to any Loan Account shall thereupon constitute Advances hereunder under the Facility related to the Loan Account to which such amounts were charged and shall initially accrue interest at the rate then applicable to Advances that are U.S. Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement), Canadian Prime Rate Loans (unless and until converted into BA Rate Loans in accordance with the terms of this Agreement), Canadian Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement) or EURIBOR Loans with an Interest Period of one month, as applicable.

(e) Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a three hundred sixty (360) day year and actual days elapsed in the period during which the interest or fees accrue, other than Loans for which the BA Rate, U.S. Base Rate, Canadian Prime Rate or Canadian Base Rate (as applicable) is used which shall be calculated on the basis of three hundred sixty-five (365) day year (or 366 day year, as applicable) and actual days elapsed in the period during which the interest or fees accrue. In the event the U.S. Base Rate, Canadian Prime Rate or Canadian Base Rate (as applicable) is changed from time to time hereafter, the rates of interest hereunder based upon the U.S. Base Rate, Canadian Prime Rate or Canadian Base Rate (as applicable) automatically and immediately shall be increased or decreased by an amount equal to such change in the U.S. Base Rate, Canadian Prime Rate or Canadian Base Rate (as applicable).

(f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided , that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, including resulting in an amount or at a rate that would result in the receipt by the Lenders or the Administrative Agent of interest at a criminal rate, as the terms “interest” and “criminal rate” are defined under the Criminal Code (Canada), then, ipso facto , as of the date of this Agreement, the Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Finance Obligations to the extent of such excess.

(g) Interest Act (Canada). Each Borrower hereby acknowledges that the rate or rates of interest applicable to certain of the Loans and fees as specified hereunder may be computed on the basis of a year of three hundred sixty (360) days and paid for the actual number of days elapsed. For purposes of the Interest Act (Canada), if interest computed on the basis of a three hundred sixty (360) day year is payable for any part of the calendar year, the equivalent yearly rate of interest may be determined by multiplying the specified rate of interest by the number of days (three hundred sixty-five (365) or three hundred sixty-six (366)) in such calendar year and dividing such product by three hundred sixty (360). For the purpose of the Interest Act (Canada) and any other purpose, (a) the principle of deemed reinvestment shall not apply to any interest calculation under this Agreement, and (b) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

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2.6 Crediting Payments . The receipt of any payment item under any Facility by the Administrative Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available funds in the Applicable Currency made to the Appropriate Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then the Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by the Administrative Agent only if it is received any the Appropriate Agent’s Account on a Business Day on or before 1:30 p.m. Local Time. If any payment item is received into any the Appropriate Agent’s Account on a non-Business Day or after 1:30 pm. Local Time on a Business Day (unless the Administrative Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by the Administrative Agent as of the opening of business on the immediately following Business Day.

2.7 Designated Accounts . The Administrative Agent is authorized to make the Advances and each Issuing Bank is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be a Responsible Officer or, without instructions, if pursuant to Section 2.5(d) . The U.S. Borrowers agree to establish and maintain the U.S. Designated Account with the U.S. Designated Account Bank for the purpose of receiving the proceeds of the U.S. Advances requested by the U.S. Borrowers and made by the Administrative Agent or U.S. Revolving Lenders hereunder. Unless otherwise agreed by the Administrative Agent and the U.S. Borrowers, any U.S. Advance or U.S. Swingline Loan requested by the U.S. Borrowers and made by the Administrative Agent or the U.S. Revolving Lenders hereunder shall be made to the U.S. Designated Account. The Canadian Borrowers agree to establish and maintain the Canadian Designated Account with the Canadian Designated Account Bank for the purpose of receiving the proceeds of the Canadian Advances to the Canadian Borrowers requested by the Canadian Borrowers and made by the Administrative Agent or the Canadian Revolving Lenders hereunder. Unless otherwise agreed by the Administrative Agent and the Canadian Borrowers, any Canadian Advance requested by the Canadian Borrowers and made by the Administrative Agent or Canadian Revolving Lenders hereunder shall be made to the Canadian Designated Account.

2.8 Maintenance of Loan Accounts; Statements of Finance Obligations . The Administrative Agent shall maintain an account on its books in the name of the U.S. Borrowers (the “ U.S. Loan Account ”) on which the U.S. Borrowers will be charged with all U.S. Advances (including U.S. Special Advances and U.S. Swingline Loans) made by the Administrative Agent, the Swingline Lender, or the U.S. Revolving Lenders to the U.S. Borrowers or for the U.S. Borrowers’ account, the U.S. Letters of Credit issued or arranged by the U.S. Issuing Bank for the U.S. Borrowers’ account, and with all other payment obligations hereunder or under the other Loan Documents with respect to the U.S. Finance Obligations, including, accrued interest, fees and expenses, and Lender Group Expenses with respect thereto. In accordance with Section 2.6 , the U.S. Loan Account will be credited with all payments received by the Administrative Agent from the U.S. Borrowers or for the U.S. Borrowers’ account. The Administrative Agent shall

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maintain an account on its books in the name of the Canadian Borrowers (the “ Canadian Loan Account ”; and together with the U.S. Loan Account; each individually a “ Loan Account ” and collectively, the “ Loan Accounts ”) on which the Canadian Borrowers will be charged, all Canadian Advances (including Canadian Special Advances and Canadian Swingline Loans) made by the Administrative Agent or the Canadian Lenders to the Canadian Borrowers or for the Canadian Borrowers’ account, the Canadian Letters of Credit issued or arranged by the Canadian Issuing Bank for the Canadian Borrowers’ account, and with all other payment obligations hereunder or under the other Loan Documents with respect to the Canadian Finance Obligations, including, accrued interest, fees and expenses, and Lender Group Expenses with respect thereto. In accordance with Section 2.6 , the U.S. Loan Account will be credited with all payments received by the Administrative Agent from the U.S. Borrowers or for the U.S. Borrowers’ account.

2.9 Fees . The Borrowers shall pay to the Administrative Agent,

(a) Agent Fees . The U.S. Borrowers shall, and hereby jointly and severally agree to, pay to the Administrative Agent, for the account of the Administrative Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

(b) Commitment Fee .

(i) U.S. Facility . The U.S. Borrowers shall, and hereby jointly and severally agree to, pay to the Administrative Agent, for the ratable account of the U.S. Revolving Lenders, an unused line fee (the “ U.S. Commitment Fee ”) in an amount equal to 0.375% (or 0.25% at any time when U.S. Usage is greater than or equal to 50% of the Maximum U.S. Credit Amount) per annum times the result of (i) the aggregate amount of the U.S. Revolving Commitments, less (ii) the average daily amount of the U.S. Usage (other than U.S. Swingline Usage) during the immediately preceding month (or portion thereof), which U.S. Commitment Fee shall be due and payable on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on which the U.S. Finance Obligations are paid in full and on the date on which the U.S. Finance Obligations are paid in full.

(ii) Canadian Facility . The Canadian Borrowers shall, and hereby jointly and severally agree to, pay to the Administrative Agent, for the ratable account of the Canadian Revolving Lenders, an unused line fee (the “ Canadian Commitment Fee ” and collectively with the U.S. Commitment Fee, the “ Commitment Fees ” and individually, “ Commitment Fee ”) in an amount equal to the 0.375% (or 0.25% at any time when Canadian Usage is greater than or equal to 50% of the Maximum Canadian Credit Amount) per annum times the result of (i) the aggregate amount of the Canadian Revolving Commitments, less (ii) the average daily amount of the Canadian Usage (other than Canadian Swingline Usage) during the immediately preceding month (or portion thereof), which Canadian Commitment Fee shall be due and payable on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on which the Canadian Finance Obligations are paid in full and on the date on which the Canadian Finance Obligations are paid in full.

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(i) U.S. Facility . Subject to the limitations set forth in Section 5.15 , the U.S. Borrowers shall pay to the Administrative Agent, audit, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per auditor, plus out-of-pocket expenses for each financial audit of the U.S. Borrowers performed by personnel employed by the Administrative Agent, (ii) if implemented, a fee of $1,000 per day, per applicable individual, plus out of pocket expenses for the establishment of electronic collateral reporting systems, and (iii) the actual charges paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform financial audits of the U.S. Borrowers or the U.S. Restricted Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess the U.S. Borrower’s or their Restricted Subsidiaries ’ ’ business valuation.

(ii) Canadian Facility . Subject to the limitations set forth in Section 5.15 , the Canadian Borrowers shall pay to the Administrative Agent, audit, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per auditor, plus out-of-pocket expenses for each financial audit of the Canadian Borrowers performed by personnel employed by the Administrative Agent, (ii) if implemented, a fee of $1,000 per day, per applicable individual, plus out of pocket expenses for the establishment of electronic collateral reporting systems, and (iii) the actual charges paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform financial audits of the Canadian Borrowers or their Restricted Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess the Canadian Borrower’s or their Restricted Subsidiaries ’ ’ business valuation.

2.10 U.S. Letters of Credit .

(a) Subject to the terms and conditions of this Agreement, upon the request of the U.S. Borrowers made in accordance herewith, and prior to the Revolving Termination Date, the U.S. Issuing Bank agrees to issue a requested U.S. Letter of Credit for the account of the U.S. Borrowers. By submitting a request to the U.S. Issuing Bank for the issuance of a U.S. Letter of Credit, the U.S. Borrowers shall be deemed to have requested that the U.S. Issuing Bank issue the requested U.S. Letter of Credit. Each request for the issuance of a U.S. Letter of Credit, or the amendment, renewal, or extension of any outstanding U.S. Letter of Credit, shall be irrevocable and shall be made in writing by a Responsible Officer and delivered to the U.S. Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to the U.S. Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the U.S. Issuing Bank and (i) shall specify (A) the amount of such U.S. Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such U.S. Letter of Credit, (C) the proposed expiration date of such U.S. Letter of Credit, (D) the name and address of the beneficiary of the U.S. Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the U.S. Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such U.S. Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as the

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Administrative Agent or the U.S. Issuing Bank may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that the U.S. Issuing Bank generally requests for U.S. Letters of Credit in similar circumstances. The U.S. Issuing Banks’ records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, the U.S. Issuing Bank may, but shall not be obligated to, issue a U.S. Letter of Credit that supports the obligations of the U.S. Borrowers or one of their Subsidiaries in respect of (x) a lease of real property, or (y) an employment contract. No U.S. Issuing Bank shall issue any U.S. Letter of Credit if the expiry date of the requested U.S. Letter of Credit would occur after the Revolving Termination Date, unless all the U.S. Lenders have approved such expiry date or such U.S. Letter of Credit is Collateralized prior to the Revolving Termination Date.

(b) The U.S. Issuing Bank shall have no obligation to issue a U.S. Letter of Credit if any of the following would result after giving effect to the requested issuance:

(i) the U.S. Letter of Credit Usage would exceed $65,000,000 (the “ U.S. Letter of Credit Sublimit ”), or

(ii) the U.S. Letter of Credit Usage would exceed the U.S. Loan Cap less the outstanding amount of U.S. Advances (including U.S. Special Advances and U.S. Swingline Loans).

(c) In the event there is a Defaulting U.S. Lender as of the date of any request for the issuance of a U.S. Letter of Credit, the U.S. Issuing Bank shall not be required to issue or arrange for such U.S. Letter of Credit to the extent (i) the Defaulting U.S. Lender’s U.S. Letter of Credit Exposure with respect to such U.S. Letter of Credit may not be reallocated pursuant to Section 2.3(h)(ii) , or (ii) the U.S. Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to it and the U.S. Borrowers to eliminate the U.S. Issuing Bank’s risk with respect to the participation in such U.S. Letter of Credit of the Defaulting U.S. Lender, which arrangements may include the U.S. Borrowers Collateralizing such Defaulting U.S. Lender’s U.S. Letter of Credit Exposure in accordance with Section 2.3(h)(ii) . Additionally, the U.S. Issuing Bank shall have no obligation to issue a U.S. Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain the U.S. Issuing Bank from issuing such U.S. Letter of Credit, or any law applicable to the U.S. Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the U.S. Issuing Bank shall prohibit or request that the U.S. Issuing Bank refrain from the issuance of letters of credit generally or such U.S. Letter of Credit in particular, (B) the issuance of such Letter of Credit would violate one or more policies of the U.S. Issuing Bank applicable to letters of credit generally, or (C) if amounts demanded to be paid under any U.S. Letter of Credit will not be in U.S. Dollars.

(d) The Borrowers and the Lender Group hereby acknowledge and agree that all U.S. Rollover Letters of Credit shall constitute U.S. Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such U.S. Rollover Letters of Credit were issued by the U.S. Issuing Bank at the request of the U.S. Borrowers on the Closing Date. Each U.S. Letter of Credit shall be in form and substance reasonably acceptable to the U.S. Issuing Bank, including the requirement that the amounts payable thereunder must be payable in U.S. Dollars. If the U.S. Issuing Bank makes a payment under a U.S. Letter of Credit, the U.S.

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Borrowers shall pay to the Administrative Agent an amount equal to the applicable U.S. Letter of Credit Disbursement on the Business Day such U.S. Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the U.S. Letter of Credit Disbursement immediately and automatically shall be deemed to be an Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 4 ) and, initially, shall bear interest at the rate then applicable to U.S. Advances that are U.S. Base Rate Loans. If a U.S. Letter of Credit Disbursement is deemed to be a U.S. Advance hereunder, the U.S. Borrowers’ obligation to pay the amount of such U.S. Letter of Credit Disbursement to the U.S. Issuing Bank shall be automatically converted into an obligation to pay the resulting U.S. Advance. Promptly following receipt by the Administrative Agent of any payment from the U.S. Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the U.S. Issuing Bank or, to the extent that U.S. Revolving Lenders have made payments pursuant to Section 2.10(e) to reimburse the U.S. Issuing Bank, then to such U.S. Advances and the U.S. Issuing Bank as their interests may appear.

(e) Promptly following receipt of a notice of a U.S. Letter of Credit Disbursement pursuant to Section 2.10(d) , each U.S. Revolving Lender agrees to fund its Pro Rata Share of any Advance deemed made pursuant to Section 2.10(d) on the same terms and conditions as if the U.S. Borrowers had requested the amount thereof as a U.S. Advance and the Administrative Agent shall promptly pay to the U.S. Issuing Bank the amounts so received by it from the U.S. Revolving Lenders. By the issuance of a U.S. Letter of Credit (or an amendment, renewal, or extension of a U.S. Letter of Credit) and without any further action on the part of the U.S. Issuing Bank or the U.S. Revolving Lenders, the U.S. Issuing Bank shall be deemed to have granted to each U.S. Revolving Lender, and each U.S. Revolving Lender shall be deemed to have purchased, a participation in each U.S. Letter of Credit issued by the U.S. Issuing Bank, in an amount equal to its Pro Rata Share of such U.S. Letter of Credit, and each such U.S. Revolving Lender agrees to pay to the Administrative Agent, for the account of the U.S. Issuing Bank, such U.S. Revolving Lender’s Pro Rata Share of any U.S. Letter of Credit Disbursement made by the U.S. Issuing Bank under the applicable U.S. Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the U.S. Issuing Bank, such U.S. Revolving Lender’s Pro Rata Share of each U.S. Letter of Credit Disbursement made by the U.S. Issuing Bank and not reimbursed by the U.S. Borrowers on the date due as provided in Section 2.10(d) , or of any reimbursement payment that is required to be refunded (or that the Administrative Agent or the U.S. Issuing Bank elects, based upon the advice of counsel, to refund) to the U.S. Borrowers for any reason. Each U.S. Revolving Lender acknowledges and agrees that its obligation to deliver to the Administrative Agent, for the account of the U.S. Issuing Bank, an amount equal to its respective Pro Rata Share of each U.S. Letter of Credit Disbursement pursuant to this Section 2.10(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 4 . If any such U.S. Revolving Lender fails to make available to the Administrative Agent the amount of such U.S. Revolving Lender’s Pro Rata Share of a U.S. Letter of Credit Disbursement as provided in this Section, such U.S. Revolving Lender shall be deemed to be a Defaulting U.S. Lender and the Administrative Agent (for the account of the U.S. Issuing Bank) shall be entitled to recover such amount on demand from such U.S. Revolving Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

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(f) Each U.S. Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including the U.S. Issuing Bank and its branches, Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including the U.S. Issuing Bank, a “ U.S. Letter of Credit Related Person ”) (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded against any such U.S. Letter of Credit Related Person (other than Taxes, which shall be governed by Section 2.18 ) (the “ U.S. Letter of Credit Indemnified Costs ”), and which arise out of or in connection with, or as a result of:

(i) any U.S. Letter of Credit or any pre-advice of its issuance;

(ii) any transfer, sale, delivery, surrender or endorsement of any Drawing Document at any time(s) held by any such U.S. Letter of Credit Related Person in connection with any U.S. Letter of Credit;

(iii) any action or proceeding arising out of, or in connection with, any U.S. Letter of Credit (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any U.S. Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any U.S. Letter of Credit;

(iv) any independent undertakings issued by the beneficiary of any U.S. Letter of Credit;

(v) any unauthorized instruction or request made to the U.S. Issuing Bank in connection with any U.S. Letter of Credit or requested U.S. Letter of Credit or error in computer or electronic transmission;

(vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated;

(vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of U.S. Letter of Credit proceeds or holder of an instrument or document;

(viii) the fraud, forgery or illegal action of parties other than the U.S. Letter of Credit Related Person;

(ix) the U.S. Issuing Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; or

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(x) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of the U.S. Letter of Credit Related Person;

in each case, including that resulting from the Letter of Credit Related Person’s own negligence; provided , however , that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through (x) above to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Letter of Credit Related Person claiming indemnity. The U.S. Borrowers hereby agree to pay the U.S. Letter of Credit Related Person claiming indemnity on demand from time to time all amounts owing under this Section 2.10(f) . If and to the extent that the obligations of the U.S. Borrowers under this Section 2.10(f) are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the Letter of Credit Indemnified Costs permissible under applicable law. This indemnification provision shall survive termination of this Agreement and all Letters of Credit.

(g) The liability of the U.S. Issuing Bank (or any other U.S. Letter of Credit Related Person) under, in connection with or arising out of any U.S. Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by the U.S. Borrowers that are caused directly by the U.S. Issuing Bank’s gross negligence or willful misconduct in (i) honoring a presentation under a U.S. Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such U.S. Letter of Credit, (ii) failing to honor a presentation under a U.S. Letter of Credit that strictly complies with the terms and conditions of such U.S. Letter of Credit or (iii) retaining Drawing Documents presented under a U.S. Letter of Credit. The U.S. Issuing Bank shall be deemed to have acted with due diligence and reasonable care if the U.S. Issuing Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. The U.S. Borrowers’ aggregate remedies against any U.S. Issuing Bank and the U.S. Letter of Credit Related Person for wrongfully honoring a presentation under any U.S. Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the U.S. Borrowers to the U.S. Issuing Bank in respect of the honored presentation in connection with such Letter of Credit under Section 2.10(d) , plus interest at the rate then applicable to U.S. Base Rate Loans hereunder. The U.S. Borrowers shall take action to avoid and mitigate the amount of any damages claimed against the U.S. Issuing Bank or any other U.S. Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the U.S. Letters of Credit. Any claim by the U.S. Borrowers under or in connection with any U.S. Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by the U.S. Borrowers as a result of the breach or alleged wrongful conduct complained of; and (y) the amount (if any) of the loss that would have been avoided had the U.S. Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically and timely authorizing the U.S. Issuing Bank to effect a cure.

(h) The U.S. Borrowers are responsible for preparing or approving the final text of the U.S. Letter of Credit as issued by the U.S. Issuing Bank, irrespective of any assistance the U.S. Issuing Bank may provide such as drafting or recommending text or by the U.S. Issuing

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Bank’s use or refusal to use text submitted by the U.S. Borrowers. The U.S. Borrowers are solely responsible for the suitability of the U.S. Letter of Credit for the U.S. Borrowers’ purposes. With respect to any U.S. Letter of Credit containing an “automatic amendment” to extend the expiration date of such U.S. Letter of Credit, the U.S. Issuing Bank, in its sole and absolute discretion, may give notice of nonrenewal of such U.S. Letter of Credit and, if the U.S. Borrowers do not at any time want such U.S. Letter of Credit to be renewed, the U.S. Borrowers will so notify the Administrative Agent and the U.S. Issuing Bank at least 15 calendar days before the U.S. Issuing Bank is required to notify the beneficiary of such U.S. Letter of Credit or any advising bank of such nonrenewal pursuant to the terms of such U.S. Letter of Credit.

(i) The U.S. Borrowers’ reimbursement and payment obligations under this Section 2.10 are absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:

(i) any lack of validity, enforceability or legal effect of any U.S. Letter of Credit or this Agreement or any term or provision therein or herein;

(ii) payment against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in part with the terms of the applicable U.S. Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such U.S. Letter of Credit;

(iii) The U.S. Issuing Bank or any of its branches or Affiliates being the beneficiary of any U.S. Letter of Credit;

(iv) The U.S. Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any U.S. Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the U.S. Letter of Credit;

(v) the existence of any claim, set-off, defense or other right that Holdings or any of its Subsidiaries may have at any time against any beneficiary, any assignee of proceeds, the U.S. Issuing Bank or any other Person;

(vi) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2.10(i) , constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any U.S. Borrower’s or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection with, any U.S. Letter of Credit, whether against the U.S. Issuing Bank, the beneficiary or any other Person; or

(vii) the fact that any Default or Event of Default shall have occurred and be continuing;

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provided , however , that subject to Section 2.10(g) above, the foregoing shall not release the U.S. Issuing Bank from such liability to the U.S. Borrowers as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against the U.S. Issuing Bank following reimbursement or payment of the obligations and liabilities, including reimbursement and other payment obligations, of the U.S. Borrowers to the U.S. Issuing Bank arising under, or in connection with, this Section 2.10 or any U.S. Letter of Credit.

(j) Without limiting any other provision of this Agreement, the U.S. Issuing Bank and each other U.S. Letter of Credit Related Person (if applicable) shall not be responsible to the U.S. Borrowers for, and the U.S. Issuing Bank’s rights and remedies against the U.S. Borrowers and the obligation of the U.S. Borrowers to reimburse the U.S. Issuing Bank for each drawing under each U.S. Letter of Credit shall not be impaired by:

(i) honor of a presentation under any U.S. Letter of Credit that on its face substantially complies with the terms and conditions of such U.S. Letter of Credit, even if the U.S. Letter of Credit requires strict compliance by the beneficiary;

(ii) honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new name of the beneficiary;

(iii) acceptance as a draft of any written or electronic demand or request for payment under a U.S. Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the U.S. Letter of Credit;

(iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than the U.S. Issuing Bank’s determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the U.S. Letter of Credit);

(v) acting upon any instruction or request relative to a U.S. Letter of Credit or requested U.S. Letter of Credit that the U.S. Issuing Bank in good faith believes to have been given by a Person authorized to give such instruction or request;

(vi) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to the U.S. Borrowers;

(vii) any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach of contract between any beneficiary and any U.S. Borrower or any of the parties to the underlying transaction to which the U.S. Letter of Credit relates;

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(viii) assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement that any Drawing Document be presented to it at a particular hour or place;

(ix) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable U.S. Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;

(x) acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where the U.S. Issuing Bank has issued, confirmed, advised or negotiated such U.S. Letter of Credit, as the case may be;

(xi) honor of a presentation after the expiration date of any U.S. Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by the U.S. Issuing Bank if subsequently the U.S. Issuing Bank or any court or other finder of fact determines such presentation should have been honored;

(xii) dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or

(xiii) honor of a presentation that is subsequently determined by the U.S. Issuing Bank to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons.

(k) The U.S. Borrowers shall pay immediately upon demand to the Administrative Agent for the account of the U.S. Issuing Bank as non-refundable fees, commissions, and charges (it being acknowledged and agreed that any charging of such fees, commissions, and charges to the U.S. Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.10(k)) : (i) a fronting fee which shall be imposed by the U.S. Issuing Bank upon the issuance of each Letter of Credit of .125% per annum of the face amount thereof, plus (ii) any and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, the U.S. Issuing Bank, or by any adviser, confirming institution or entity or other nominated person, relating to U.S. Letters of Credit, at the time of issuance of any U.S. Letter of Credit and upon the occurrence of any other activity with respect to any U.S. Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, renewals or cancellations).

(l) If by reason of (x) any Change in Law, or (y) compliance by the U.S. Issuing Bank or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any U.S. Letter of Credit issued or caused to be issued hereunder or hereby, or

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(ii) there shall be imposed on the U.S. Issuing Bank or any other member of the Lender Group any other condition regarding any U.S. Letter of Credit,

and the result of the foregoing is to increase, directly or indirectly, the cost to the U.S. Issuing Bank or any other member of the Lender Group of issuing, making, participating in, or maintaining any U.S. Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, the Administrative Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify the U.S. Borrowers, and the U.S. Borrowers shall pay within 30 days after demand therefor, such amounts as the Administrative Agent may specify to be necessary to compensate the U.S. Issuing Bank or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to U.S. Base Rate Loans hereunder; provided , that (A) the U.S. Borrowers shall not be required to provide any compensation pursuant to this Section 2.10(l) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to the U.S. Borrowers, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by the Administrative Agent of any amount due pursuant to this Section 2.10(l) , as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(m) Unless otherwise expressly agreed by the U.S. Issuing Bank and the U.S. Borrowers when a U.S. Letter of Credit is issued (including any such agreement applicable to a U.S. Rollover Letter of Credit), (i) the rules of the ISP and the UCP shall apply to each standby U.S. Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial U.S. Letter of Credit.

(n) In the event of a direct conflict between the provisions of this Section 2.10 and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.10 shall control and govern.

(o) This Section 2.10 shall not apply to any increased costs or reduction of the rate of return on capital attributable to Taxes.

2.11 Canadian Letters of Credit .

(a) Subject to the terms and conditions of this Agreement, upon the request of the Canadian Borrowers made in accordance herewith, and prior to the Revolving Termination Date, each Canadian Issuing Bank agrees to issue a requested Canadian Letter of Credit for the account of the Canadian Borrowers. By submitting a request to Agent and any Canadian Issuing Bank for the issuance of a Canadian Letter of Credit, Canadian Borrowers shall be deemed to have requested that such Canadian Issuing Bank issue the requested Canadian Letter of Credit. Each request for the issuance of a Canadian Letter of Credit, or the amendment, renewal, or extension of any outstanding Canadian Letter of Credit, shall be irrevocable and shall be made in writing by a

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Responsible Officer and delivered to the Canadian Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to the Responsible Canadian Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Responsible Canadian Issuing Bank and (i) shall specify (A) the amount of such Canadian Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Canadian Letter of Credit, (C) the proposed expiration date of such Canadian Letter of Credit, (D) the name and address of the beneficiary of the Canadian Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Canadian Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Canadian Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as the Administrative Agent or the Canadian Issuing Bank may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that the Canadian Issuing Bank generally requests for Canadian Letters of Credit in similar circumstances. The Canadian Issuing Bank’s records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, the Canadian Issuing Bank may, but shall not be obligated to, issue a Canadian Letter of Credit that supports the obligations of the Canadian Borrowers or one of their Subsidiaries in respect of ( x) a lease of real property, or (y) an employment contract. No Canadian Issuing Bank shall issue any Canadian Letter of Credit if the expiry date of the requested Canadian Letter of Credit would occur after the Revolving Termination Date, unless all the Canadian Lenders have approved such expiry date or such Canadian Letter of Credit is Collateralized prior to the Revolving Termination Date.

(b) The Canadian Issuing Bank shall have no obligation to issue a Canadian Letter of Credit if any of the following would result after giving effect to the requested issuance:

(i) the Canadian Letter of Credit Usage would exceed $20,000,000 (the “ Canadian Letter of Credit Sublimit ”), or

(ii) the Canadian Letter of Credit Usage would exceed the Canadian Loan Cap less the outstanding amount of Canadian Advances (including Canadian Special Advances and Canadian Swingline Loans).

(c) In the event there is a Defaulting Canadian Lender as of the date of any request for the issuance of a Canadian Letter of Credit, the Canadian Issuing Bank shall not be required to issue or arrange for such Canadian Letter of Credit to the extent (i) the Defaulting Canadian Lender’s Canadian Letter of Credit Exposure with respect to such Canadian Letter of Credit may not be reallocated pursuant to Section 2.3(h)(ii) , or (ii) the Canadian Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to it and the Canadian Borrowers to eliminate the Canadian Issuing Bank’s risk with respect to the participation in such Canadian Letter of Credit of the Defaulting Canadian Lender, which arrangements may include the Canadian Borrowers Collateralizing such Defaulting Canadian Lender’s Canadian Letter of Credit Exposure in accordance with Section 2.3(h)(ii) . Additionally, the Canadian Issuing Bank shall have no obligation to issue a Canadian Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain the Canadian Issuing Bank from issuing such Canadian Letter of Credit, or any law applicable to the Canadian

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Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Canadian Issuing Bank shall prohibit or request that the Canadian Issuing Bank refrain from the issuance of letters of credit generally or such Canadian Letter of Credit in particular, (B) the issuance of such Letter of Credit would violate one or more policies of the Canadian Issuing Bank applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Canadian Letter of Credit will not be in Canadian Dollars or U.S. Dollars.

(d) The Borrowers and the Lender Group hereby acknowledge and agree that all Canadian Rollover Letters of Credit shall constitute Canadian Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such Canadian Rollover Letters of Credit were issued by the Canadian Issuing Bank at the request of the Canadian Borrowers on the Closing Date. Each Canadian Letter of Credit shall be in form and substance reasonably acceptable to the Canadian Issuing Bank, including the requirement that the amounts payable thereunder must be payable in Canadian Dollars. If the Canadian Issuing Bank makes a payment under a Canadian Letter of Credit, the Canadian Borrowers shall pay to the Administrative Agent an amount equal to the applicable Canadian Letter of Credit Disbursement on the Business Day such Canadian Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Canadian Letter of Credit Disbursement immediately and automatically shall be converted into Canadian Dollars in the case of Canadian Letters of Credit denominated in Canadian Dollars and be deemed to be an Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 4 ) and, initially, shall bear interest at the rate then applicable to Canadian Advances that are Canadian Prime Rate Loans in the case of Canadian Letters of Credit denominated in Canadian Dollars and Canadian Base Rate Loans in the case of Canadian Letters of Credit denominated in U.S. Dollars. If a Canadian Letter of Credit Disbursement is deemed to be a Canadian Advance hereunder, the Canadian Borrowers’ obligation to pay the amount of such Canadian Letter of Credit Disbursement to the Canadian Issuing Bank shall be automatically converted into an obligation to pay the resulting Canadian Advance. Promptly following receipt by the Administrative Agent of any payment from the Canadian Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Canadian Issuing Bank or, to the extent that Canadian Revolving Lenders have made payments pursuant to Section 2.11(e) to reimburse the Canadian Issuing Bank, then to such Canadian Advances and the Canadian Issuing Bank as their interests may appear.

(e) Promptly following receipt of a notice of a Canadian Letter of Credit Disbursement pursuant to Section 2.11(d) , each Canadian Revolving Lender agrees to fund its Pro Rata Share of any Advance deemed made pursuant to Section 2.11(d) on the same terms and conditions as if the Canadian Borrowers had requested the amount thereof as a Canadian Advance and the Administrative Agent shall promptly pay to the Canadian Issuing Bank the amounts so received by it from the Canadian Revolving Lenders. By the issuance of a Canadian Letter of Credit (or an amendment, renewal, or extension of a Canadian Letter of Credit) and without any further action on the part of the Canadian Issuing Bank or the Canadian Revolving Lenders, the Canadian Issuing Bank shall be deemed to have granted to each Canadian Revolving Lender, and each Canadian Revolving Lender shall be deemed to have purchased, a participation in each Canadian Letter of Credit issued by the Canadian Issuing Bank, in an amount equal to its Pro Rata Share of such Canadian Letter of Credit, and each such Canadian Revolving Lender agrees to pay

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to the Administrative Agent, for the account of the Canadian Issuing Bank, such Canadian Revolving Lender’s Pro Rata Share of any Canadian Letter of Credit Disbursement made by the Canadian Issuing Bank under the applicable Canadian Letter of Credit. In consideration and in furtherance of the foregoing, each Canadian Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Canadian Issuing Bank, such Canadian Revolving Lender’s Pro Rata Share of each Canadian Letter of Credit Disbursement made by the Canadian Issuing Bank and not reimbursed by the Canadian Borrowers on the date due as provided in Section 2.11(d) , or of any reimbursement payment that is required to be refunded (or that the Administrative Agent or the Canadian Issuing Bank elects, based upon the advice of counsel, to refund) to the Canadian Borrowers for any reason. Each Canadian Revolving Lender acknowledges and agrees that its obligation to deliver to the Administrative Agent, for the account of the Canadian Issuing Bank, an amount equal to its respective Pro Rata Share of each Canadian Letter of Credit Disbursement pursuant to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 4 . If any such Canadian Revolving Lender fails to make available to the Administrative Agent the amount of such Canadian Revolving Lender’s Pro Rata Share of a Canadian Letter of Credit Disbursement as provided in this Section, such Canadian Revolving Lender shall be deemed to be a Defaulting Canadian Lender and the Administrative Agent (for the account of the Canadian Issuing Bank) shall be entitled to recover such amount on demand from such Canadian Revolving Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(f) Each Canadian Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including the Canadian Issuing Bank and its branches, Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including the Canadian Issuing Bank, a “ Canadian Letter of Credit Related Person ”) (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded against any such Canadian Letter of Credit Related Person (other than Taxes, which shall be governed by Section 2.18 ) (the “ Canadian Letter of Credit Indemnified Costs ”), and which arise out of or in connection with, or as a result of:

(i) any Canadian Letter of Credit or any pre-advice of its issuance;

(ii) any transfer, sale, delivery, surrender or endorsement of any Drawing Document at any time(s) held by any such Canadian Letter of Credit Related Person in connection with any Canadian Letter of Credit;

(iii) any action or proceeding arising out of, or in connection with, any Canadian Letter of Credit (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Canadian Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any Canadian Letter of Credit;

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(iv) any independent undertakings issued by the beneficiary of any Canadian Letter of Credit;

(v) any unauthorized instruction or request made to the Canadian Issuing Bank in connection with any Canadian Letter of Credit or requested Canadian Letter of Credit or error in computer or electronic transmission;

(vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated;

(vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of Canadian Letter of Credit proceeds or holder of an instrument or document;

(viii) the fraud, forgery or illegal action of parties other than the Canadian Letter of Credit Related Person;

(ix) the Canadian Issuing Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; or

in each case, including that resulting from the Letter of Credit Related Person’s own negligence; provided , however , that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through (x) above to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Letter of Credit Related Person claiming indemnity. The Borrowers hereby agree to pay the Letter of Credit Related Person claiming indemnity on demand from time to time all amounts owing under this Section 2.11(f) . If and to the extent that the obligations of the Borrowers under this Section 2.11(f) are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the Letter of Credit Indemnified Costs permissible under applicable law. This indemnification provision shall survive termination of this Agreement and all Letters of Credit.

(g) The liability of the Canadian Issuing Bank (or any other Canadian Letter of Credit Related Person) under, in connection with or arising out of any Canadian Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by the Canadian Borrowers that are caused directly by the Canadian Issuing Bank’s gross negligence or willful misconduct in (i) honoring a presentation under a Canadian Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Canadian Letter of Credit, (ii) failing to honor a presentation under a Canadian Letter of Credit that strictly complies with the terms and conditions of such Canadian Letter of Credit or (iii) retaining Drawing Documents presented under a Canadian Letter of Credit. The Canadian Issuing Bank shall be deemed to have acted with due diligence and reasonable care if the

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Canadian Issuing Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. The Canadian Borrowers’ aggregate remedies against the Canadian Issuing Bank and any Canadian Letter of Credit Related Person for wrongfully honoring a presentation under any Canadian Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Canadian Borrowers to the Canadian Issuing Bank in respect of the honored presentation in connection with such Letter of Credit under Section 2.11(d) , plus interest at the rate then applicable to Canadian Prime Rate Loans with respect to Canadian Letters of Credit denominated in Canadian Dollars and Canadian Base Rate Loans with respect to Canadian Letters of Credit denominated in U.S. Dollars. The Canadian Borrowers shall take action to avoid and mitigate the amount of any damages claimed against the Canadian Issuing Bank or any other Canadian Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the Canadian Letters of Credit. Any claim by the Canadian Borrowers under or in connection with any Canadian Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by the Canadian Borrowers as a result of the breach or alleged wrongful conduct complained of; and (y) the amount (if any) of the loss that would have been avoided had the Canadian Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically and timely authorizing the Canadian Issuing Bank to effect a cure.

(h) The Canadian Borrowers are responsible for preparing or approving the final text of the Canadian Letter of Credit as issued by the Canadian Issuing Bank, irrespective of any assistance the Canadian Issuing Bank may provide such as drafting or recommending text or by the Canadian Issuing Bank’s use or refusal to use text submitted by the Canadian Borrowers. The Canadian Borrowers are solely responsible for the suitability of the Canadian Letter of Credit for the Canadian Borrowers’ purposes. With respect to any Canadian Letter of Credit containing an “automatic amendment” to extend the expiration date of such Canadian Letter of Credit, the Canadian Issuing Bank, in its sole and absolute discretion, may give notice of nonrenewal of such Canadian Letter of Credit and, if the Canadian Borrowers do not at any time want such Canadian Letter of Credit to be renewed, the Canadian Borrowers will so notify the Administrative Agent and the Canadian Issuing Bank at least 15 calendar days before the Canadian Issuing Bank is required to notify the beneficiary of such Canadian Letter of Credit or any advising bank of such nonrenewal pursuant to the terms of such Canadian Letter of Credit.

(i) The Canadian Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:

(i) any lack of validity, enforceability or legal effect of any Canadian Letter of Credit or this Agreement or any term or provision therein or herein;

(ii) payment against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in part with the terms of the applicable Canadian Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Canadian Letter of Credit;

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(iii) The Canadian Issuing Bank or any of its branches or Affiliates being the beneficiary of any Canadian Letter of Credit;

(iv) The Canadian Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Canadian Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the Canadian Letter of Credit;

(vi) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2.11(i) , constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Canadian Borrower’s or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection with, any Canadian Letter of Credit, whether against the Canadian Issuing Bank, the beneficiary or any other Person; or

(vii) the fact that any Default or Event of Default shall have occurred and be continuing;

provided , however , that subject to Section 2.11(g) above, the foregoing shall not release the Canadian Issuing Bank from such liability to the Canadian Borrowers as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against the Canadian Issuing Bank following reimbursement or payment of the obligations and liabilities, including reimbursement and other payment obligations, of the Canadian Borrowers to the Canadian Issuing Bank arising under, or in connection with, this Section 2.11 or any Canadian Letter of Credit.

(j) Without limiting any other provision of this Agreement, the Canadian Issuing Bank and each other Canadian Letter of Credit Related Person (if applicable) shall not be responsible to the Canadian Borrowers for, and the Canadian Issuing Bank’s rights and remedies against the Canadian Borrowers and the obligation of the Canadian Borrowers to reimburse the Canadian Issuing Bank for each drawing under each Canadian Letter of Credit shall not be impaired by:

(i) honor of a presentation under any Canadian Letter of Credit that on its face substantially complies with the terms and conditions of such Canadian Letter of Credit, even if the Canadian Letter of Credit requires strict compliance by the beneficiary;

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(iii) acceptance as a draft of any written or electronic demand or request for payment under a Canadian Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Canadian Letter of Credit;

(iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than the Canadian Issuing Bank’s determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the Canadian Letter of Credit);

(v) acting upon any instruction or request relative to a Canadian Letter of Credit or requested Canadian Letter of Credit that the Canadian Issuing Bank in good faith believes to have been given by a Person authorized to give such instruction or request;

(vii) any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach of contract between any beneficiary and any Canadian Borrower or any of the parties to the underlying transaction to which the Canadian Letter of Credit relates;

(ix) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Canadian Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;

(x) acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where the Canadian Issuing Bank has issued, confirmed, advised or negotiated such Canadian Letter of Credit, as the case may be;

(xi) honor of a presentation after the expiration date of any Canadian Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by the Canadian Issuing Bank if subsequently the Canadian Issuing Bank or any court or other finder of fact determines such presentation should have been honored;

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(xii) dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or

(xiii) honor of a presentation that is subsequently determined by the Canadian Issuing Bank to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons.

(k) The Canadian Borrowers shall pay immediately upon demand to the Administrative Agent for the account of the Canadian Issuing Bank as non-refundable fees, commissions, and charges (it being acknowledged and agreed that any charging of such fees, commissions, and charges to the Canadian Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.11(k)) : (i) a fronting fee which shall be imposed by the Canadian Issuing Bank upon the issuance of each Letter of Credit of .125% per annum of the face amount thereof, plus (ii) any and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, the Canadian Issuing Bank, or by any adviser, confirming institution or entity or other nominated person, relating to Canadian Letters of Credit, at the time of issuance of any Canadian Letter of Credit and upon the occurrence of any other activity with respect to any Canadian Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, renewals or cancellations).

(l) If by reason of (x) any Change in Law, or (y) compliance by the Canadian Issuing Bank or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Canadian Letter of Credit issued or caused to be issued hereunder or hereby, or

(ii) there shall be imposed on the Canadian Issuing Bank or any other member of the Lender Group any other condition regarding any Canadian Letter of Credit,

and the result of the foregoing is to increase, directly or indirectly, the cost to the Canadian Issuing Bank or any other member of the Lender Group of issuing, making, participating in, or maintaining any Canadian Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, the Administrative Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify the Canadian Borrowers, and the Canadian Borrowers shall pay within 30 days after demand therefor, such amounts as the Administrative Agent may specify to be necessary to compensate the Canadian Issuing Bank or any other member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Canadian Base Rate Loans hereunder; provided , that (A) the Canadian Borrowers shall not be required to provide any compensation pursuant to this Section 2.11(l) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to the Canadian Borrowers, and (B) if an event or circumstance

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giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by the Administrative Agent of any amount due pursuant to this Section 2.11(l) , as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(m) Unless otherwise expressly agreed by the Canadian Issuing Bank and the Canadian Borrowers when a Canadian Letter of Credit is issued (including any such agreement applicable to a Canadian Rollover Letter of Credit), (i) the rules of the ISP and the UCP shall apply to each standby Canadian Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Canadian Letter of Credit.

(n) In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern.

(o) This Section 2.11 shall not apply to any increased costs or reduction of the rate of return on capital attributable to Taxes.

(p) Notwithstanding anything to the contrary set forth herein, upon receipt of a request for a Canadian Letter of Credit pursuant to this Section 2.11 , Wells Fargo, in its capacity as a Canadian Issuing Bank hereunder, may elect to cause an Underlying Issuer to issue an Underlying Letter of Credit on the terms requested by the Canadian Borrowers (subject, in any event, to the conditions to the issuance of Canadian Letters of Credit set forth herein). In connection with any Underlying Letter of Credit, Wells Fargo agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer which arrangements may include, among other means, becoming an applicant with respect to such Underlying Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Underlying Letter of Credit (each such obligation or undertaking, irrespective of whether in writing, a “ Reimbursement Undertaking ”) with respect such Underlying Letter of Credit. By submitting a request to Wells Fargo for the issuance of a Canadian Letter of Credit, the Canadian Borrowers shall be deemed to have requested that Wells Fargo, at its election, (x) issue the requested Canadian Letter of Credit or (y) (A) cause an Underlying Issuer to issue an Underlying Letter of Credit on terms consistent with the Canadian Letter of Credit so requested, and (B) issue a Reimbursement Undertaking with respect to such Underlying Letter of Credit. In connection with any Underlying Letter of Credit, each reference to the issuance of a Canadian Letter of Credit set forth herein shall be deemed to refer to the issuance of a Reimbursement Undertaking by Wells Fargo. Wells Fargo, in its capacity as issuer of a Reimbursement Undertaking, shall have all of the rights of, and shall be deemed to be, a Canadian Issuing Bank for all purposes under this Agreement and each reference to a Letter of Credit or Canadian Letter of Credit hereunder shall, unless the context requires otherwise, be deemed to include all Reimbursement Undertakings including, without limitation, for purposes of calculating the Canadian Letter of Credit Fee, Canadian Letter of Credit Usage and Canadian Letter of Credit Exposure. It is expressly understood and agreed that (x) no Underlying Issuer constitutes an

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Issuing Bank or Lender hereunder and that no Underlying Issuer shall have any rights hereunder, and (y) the Underlying Letters of Credit do not constitute Letters of Credit hereunder. For the avoidance of doubt, Wells Fargo shall have no obligation to arrange for an Underlying Letter of Credit and issue a Reimbursement Undertaking hereunder if it would not be obligated to issue a Canadian Letter of Credit pursuant to this Section 2.11 .

2.12 Interest Rate Election for Contract Rate Loans .

(a) Interest Rate Election.

(i) Each Advance initially shall be of the Type specified in the applicable request for Advance made in accordance with Section 2.2(a) and, if applicable, shall have an initial Interest Period as specified in such Advance request. Thereafter, any Borrower may elect to convert such Advance to a different Type (to the extent available for the Type of Advance) or to continue such Advance and, in the case of an Advance of Contract Rate Loans of any Type, may elect Interest Periods therefor, all as provided herein. Any Borrower (or the Borrower Representative on behalf of such Borrower) may elect different options with respect to different portions of the affected Advance, and the Loans comprising each such portion shall be considered a separate Advance. This Section shall not apply to Swingline Loans or Special Advances, which may not be so converted or continued. Interest on Contract Rate Loans (including LIBOR Rate Loans and BA Rate Loans as described above) shall be payable on the Interest Payment applicable thereto.

(ii) To make an election pursuant to this Section, any Borrower (or the Borrower Representative on behalf of such Borrower) shall notify the Administrative Agent in writing of such election by the time that an Advance request would be required under Section 2.2 if any Borrower (or the Borrower Representative on behalf of such Borrower) was requesting an Advance of Loans of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable. At the Administrative Agent’s election, in lieu of giving an Interest Election Request in writing, any Responsible Officer may give the Administrative Agent telephonic notice of such Interest Election Request. In such circumstance, any Borrower (or the Borrower Representative on behalf of such Borrower) agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of such request.

(iii) Each telephonic and written Interest Election Request shall specify the following information:

(A) the Advance to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Advance (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Advance);

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(B) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(C) the Applicable Currency for the requested Advance and whether the requested Advance is a U.S. Advance or a Canadian Advance; and

(D) if the resulting Advance is comprised of Contract Rate Loans, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests an Advance of Contract Rate Loans, but does not specify an Interest Period, then the Appropriate Borrowers shall be deemed to have selected an Interest Period of one month’s duration (or 30 days’ duration in the case of BA Rate Loans).

(iv) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Appropriate Lender of the details thereof and of such Appropriate Lender’s portion of each resulting Advance.

(v) If any Borrower (or the Borrower Representative on behalf of such Borrower) fails to deliver a timely Interest Election Request with respect to a Contract Rate Loan prior to the end of the Interest Period applicable thereto, then, unless, such Advance is repaid as provided herein, at the end of such Interest Period, (i) if such Loan is a LIBOR Rate Loan for the account of the U.S. Borrowers or the Canadian Borrowers, such Loan shall be converted to a U.S. Base Rate Loan or a Canadian Base Rate Loan, as applicable, (ii) if such Loan is a BA Rate Loan, such Loan shall be converted to a Canadian Prime Rate Loan, and (iii) if such Loan is any other Type of Contract Rate Loan, such Loan shall be converted (or continued, as applicable) into a Loan of the same Type with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then (A) no outstanding Advance of LIBOR Rate Loans for the account of the U.S. Borrowers or the Canadian Borrowers may be converted to or continued as LIBOR Rate Loans, (B) no Advance denominated in U.S. Dollars for the account of the U.S. Borrowers or the Canadian Borrowers may be made as LIBOR Rate Loans, (C) no outstanding Advance of BA Rate Loans for the account of the Canadian Borrowers may be converted to or continued as BA Rate Loans, (D) no Advance denominated in Canadian Dollars for the account of the Canadian Borrowers may be made as BA Rate Loans, and (D) unless repaid, (1) each LIBOR Rate Loan for the account of the U.S. Borrowers or the Canadian Borrowers shall be converted to a U.S. Base Rate Loan or Canadian Base Rate Loan, as applicable, at the end of the Interest Period applicable thereto, (2) each BA Rate Loan shall be converted to a Canadian Prime Rate Loan as the end of the Interest Period applicable thereto, and (3) each other Contract Rate Loan shall be continued as a Loan of the same Type with an Interest Period of one month.

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(vi) Unless the Administrative Agent, in its sole discretion, agrees otherwise, the Borrowers shall have not more than 10 Contract Rate Loans of any Type in effect under the U.S. Facility and 5 Contract Rate Loans of any Type in effect under the Canadian Facility at any given time. The Borrowers only may make an Interest Election Request for any proposed Contract Rate Loan of at least $1,000,000 or Cdn$1,000,000, as applicable.

(b) Conversion. The Borrowers may convert Contract Rate Loans at any time; provided , that in the event that Contract Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by the Administrative Agent of any payments or proceeds of Collateral in accordance with Section 2.3(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Finance Obligations pursuant to the terms hereof, the Borrowers shall indemnify, defend, and hold the Administrative Agent and Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12(a)(vi) .

(i) Each Contract Rate may be adjusted by the Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law (other than changes in laws relative to Taxes, which shall be governed by Section 16 ) occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the applicable Contract Rate. In any such event, the affected Lender shall give the Borrower Representative and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower Representative may, by notice to such affected Lender (A) require such Lender to furnish to the Borrower Representative a statement setting forth in reasonable detail the basis for adjusting such Contract Rate and the method for determining the amount of such adjustment, or (B) repay the Contract Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.11(a)(vi) ).

(ii) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain Contract Rate Loans of any Type or to continue such funding or maintaining, or to determine or charge interest rates at any Contract Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and the Borrower Representative and the Administrative Agent promptly shall transmit the notice to each other Lender and (y) in the case of any applicable Contract Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such Contract Rate Loans, and interest upon the Contract Rate Loans of such Lender thereafter shall

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accrue interest (A) at the rate then applicable to (1) U.S. Base Rate Loans (in the case of LIBOR Rate Loans for the account of the U.S. Borrowers), (2) Canadian Base Rate Loans (in the case of LIBOR Rate Loans for the account of the Canadian Borrowers), or (3) Canadian Prime Rate Loans (in the case of BA Rate Loans), or (B) such alternative rate of interest as reasonably determined by the Administrative Agent (in the case of any other Contract Rate Loans), and (z) the Borrowers shall not be entitled to elect to borrow Contract Rate Loans or convert other Loans into Contract Rate Loans until such Lender determines that it would no longer be unlawful or impractical to do so.

(d) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither the Administrative Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Finance Obligation as to which interest accrues at any Contract Rate.

2.13 Capital Requirements .

(a) If, after the date hereof, any Issuing Bank or any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital or liquidity requirements for banks or bank holding companies, or any change in the interpretation, implementation, or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Issuing Bank or such Lender or their respective parent bank holding companies with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Issuing Bank’s or such Lender’s or such holding companies’ capital as a consequence of such Issuing Bank’s or such Lender’s Commitments hereunder to a level below that which such Issuing Bank or such Lender or such holding companies could have achieved but for such adoption, change, or compliance (taking into consideration such Issuing Bank’s or such Lender’s or such holding companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Issuing Bank or such Lender to be material, then Issuing Bank or such Lender, as the case may be, may notify the Borrowers and the Administrative Agent thereof. Following receipt of such notice, the Borrowers agree to pay such Issuing Bank or such Lender, as the case may be, on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail such Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Issuing Bank or such Lender, as the case may be, may use any reasonable averaging and attribution methods. Failure or delay on the part of any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Issuing Bank’s or such Lender’s right to demand such compensation; provided that (i) the Borrowers shall not be required to compensate any Issuing Bank or any Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Issuing Bank or such Lender notifies the Borrowers of such law, rule, regulation or guideline giving rise to such reductions and of such Issuing Bank’s or such Lender’s intention to claim compensation therefor; provided , further , that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then

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the 180-day period referred to above shall be extended to include the period of retroactive effect thereof, and (ii) no Borrower shall be required to compensate any Issuing Bank or any Lender pursuant to this clause (a) to the extent Issuing Bank or such Lender has been adequately compensated for any such reduction or increased cost.

(b) The Borrowers shall, upon demand from any member of the Lender Group, pay to such Person, the amount of (i) any loss or cost or increased cost incurred by such Person, (ii) any reduction in any amount payable to or in the effective return on the capital to such Person, (iii) any interest or any other return, including principal, foregone by such Person as a result of the introduction of, change over to or operation of the Canadian Dollar or the Euro, or (iv) any currency exchange loss that such Person sustains, in each case of clauses (i) through (iv) , as a result of any payment being made by any Borrower in a currency other than that originally extended to such Borrower. A certificate of the Administrative Agent setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such member of the Lender Group or shall be conclusively presumed to be correct save for manifest error.

(c) Notwithstanding anything herein to the contrary, the (i) issuance of any rules, regulations or directions under the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) all rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III and all requests, rules, guidelines or directives thereunder or issued in connection therewith after the date of this Agreement shall be deemed to be a change in law, rule, regulation or guideline for purposes of Section 2.12 and Section 2.13 and the protection of Section 2.12 and Section 2.13 shall be available to each Lender and each Issuing Bank (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for lenders or the Issuing Banks affected thereby to comply therewith. Notwithstanding any other provision herein, no Lender or Issuing Bank shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of such Lender or such Issuing Bank (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.

(d) This Section 2.13 shall not apply to any increased costs or reduction of the rate of return on capital attributable to Taxes.

2.14 Currencies . The U.S. Advances and other U.S. Finance Obligations (unless such other U.S. Finance Obligations expressly provide otherwise) shall be made and repaid in U.S. Dollars or Euros. The Canadian Advances and other Canadian Finance Obligations (unless such other Canadian Finance Obligations expressly provide otherwise) shall be made and repaid in Canadian Dollars or U.S. Dollars. All Finance Obligations denominated in an Applicable Currency shall be repaid in such Applicable Currency.

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2.15 Joint and Several Liabilities of the Borrowers .

(a) U.S. Facility.

(i) Each U.S. Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each U.S. Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the U.S. Finance Obligations.

(ii) Each U.S. Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety and guarantor but also as a co-debtor, joint and several liability with the other U.S. Borrowers, with respect to the payment and performance of all of the U.S. Finance Obligations (including any U.S. Finance Obligations arising under this Section 2.15(a) ), it being the intention of the parties hereto that all the U.S. Finance Obligations shall be the joint and several obligations of each the U.S. Borrower without preferences or distinction among them.

(iii) If and to the extent that any U.S. Borrower shall fail to make any payment with respect to any of the U.S. Finance Obligations as and when due or to perform any of the U.S. Finance Obligations in accordance with the terms thereof, then in each such event the other U.S. Borrowers will make such payment with respect to, or perform, such U.S. Finance Obligation until such time as all of the U.S. Finance Obligations are paid in full.

(iv) The obligations of each U.S. Borrower under the provisions of this Section 2.15(a) constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each U.S. Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(a)(iv) ) or any other circumstances whatsoever.

(v) Except as otherwise expressly provided in this Agreement, each U.S. Borrower hereby waives notice of acceptance of its joint and several liability, notice of extensions of credit under U.S. Advances or U.S. Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the U.S. Revolving Lenders under or in respect of any of the U.S. Finance Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each U.S. Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the U.S. Finance Obligations, the acceptance of any payment of any of the U.S. Finance Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the U.S. Revolving Lenders at any time or times in respect of any default by any U.S. Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or the U.S. Revolving Lenders in respect of any of the U.S. Finance Obligations, and the taking, addition, substitution or

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release, in whole or in part, at any time or times, of any security for any of the U.S. Finance Obligations or the addition, substitution or release, in whole or in part, of any U.S. Borrower. Without limiting the generality of the foregoing, each U.S. Borrower assents to any other action or delay in acting or failure to act on the part of any the Administrative Agent or U.S. Revolving Lender with respect to the failure by any U.S. Borrower to comply with any of its respective obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15(a) afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its obligations under this Section 2.15(a) , it being the intention of each U.S. Borrower that, so long as any of the U.S. Finance Obligations hereunder remain unsatisfied, the obligations of each U.S. Borrower under this Section 2.15(a) shall not be discharged except by performance and then only to the extent of such performance. The obligations of each U.S. Borrower under this Section 2.15(a) shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other U.S. Borrower, the Administrative Agent or any U.S. Revolving Lender.

(vi) Each U.S. Borrower represents and warrants to the Administrative Agent and the U.S. Revolving Lenders that such U.S. Borrower is currently informed of the financial condition of the U.S. Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the U.S. Finance Obligations. Each U.S. Borrower further represents and warrants to the Administrative Agent and the U.S. Revolving Lenders that such U.S. Borrower has read and understands the terms and conditions of the Loan Documents. Each U.S. Borrower hereby covenants that such U.S. Borrower will continue to keep informed of the U.S. Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the U.S. Finance Obligations.

(vii) The provisions of this Section 2.15(a) are made for the benefit of the Administrative Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all of the U.S. Borrowers as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any U.S. Borrower or to exhaust any remedies available to it or them against any U.S. Borrower or to resort to any other source or means of obtaining payment of any of the U.S. Finance Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15(a) shall remain in effect until all of the U.S. Finance Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the U.S. Finance Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any U.S. Revolving Lender upon the insolvency, bankruptcy or reorganization of any U.S. Borrower, or otherwise, the provisions of this Section 2.15(a) will forthwith be reinstated in effect, as though such payment had not been made.

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(viii) Each U.S. Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Administrative Agent or the U.S. Revolving Lenders with respect to any of the U.S. Finance Obligations or any collateral security therefor until such time as all of the Finance Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any the Administrative Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the obligations arising hereunder or thereunder, to the prior payment in full in cash of the U.S. Finance Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any U.S. Borrower, its debts or its assets, whether voluntary or involuntary, all such U.S. Finance Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other U.S. Borrower therefor.

(ix) Each U.S. Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such U.S. Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other U.S. Borrower owing to such U.S. Borrower until the U.S. Finance Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such U.S. Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such U.S. Borrower as trustee for the Administrative Agent, and such U.S. Borrower shall deliver any such amounts to the Administrative Agent for application to the U.S. Finance Obligations in accordance with Section 2.3(b) .

(b) Canadian Facility.

(i) Each Canadian Borrower is accepting joint and several liability hereunder and under the other Loan Documents for the Canadian Finance Obligations in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Canadian Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Canadian Finance Obligations.

(ii) Each Canadian Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety and a guarantor but also as a co-debtor, joint and several liability with the other Canadian Borrowers, with respect to the payment and performance of all of the Canadian Finance Obligations (including any Canadian Finance Obligations arising under this Section 2.15(b) ), it being the intention of the parties hereto that all the Canadian Finance Obligations shall be the joint and several obligations of each the Canadian Borrower without preferences or distinction among them.

(iii) If and to the extent that any Canadian Borrower shall fail to make any payment with respect to any of the Canadian Finance Obligations as and when due or

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to perform any of the Canadian Finance Obligations in accordance with the terms thereof, then in each such event the other Canadian Borrowers will make such payment with respect to, or perform, such Canadian Finance Obligation until such time as all of the Canadian Finance Obligations are paid in full.

(iv) The obligations of each Canadian Borrower under the provisions of this Section 2.15(b) constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each Canadian Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(b)(iv) ) or any other circumstances whatsoever.

(v) Except as otherwise expressly provided in this Agreement, each Canadian Borrower hereby waives notice of acceptance of its joint and several liability, notice of extensions of credit under Canadian Advances or Canadian Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Canadian Revolving Lenders under or in respect of any of the Canadian Finance Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Canadian Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Canadian Finance Obligations, the acceptance of any payment of any of the Canadian Finance Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Canadian Revolving Lenders at any time or times in respect of any default by any Canadian Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or the Canadian Revolving Lenders in respect of any of the Canadian Finance Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Canadian Finance Obligations or the addition, substitution or release, in whole or in part, of any Canadian Borrower. Without limiting the generality of the foregoing, each Canadian Borrower assents to any other action or delay in acting or failure to act on the part of any the Administrative Agent or Canadian Revolving Lender with respect to the failure by any Canadian Borrower to comply with any of its respective obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15(b) afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its obligations under this Section 2.15(b) , it being the intention of each Canadian Borrower that, so long as any of the Canadian Finance Obligations hereunder remain unsatisfied, the obligations of each Canadian Borrower under this Section 2.15(b) shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Canadian Borrower under this Section 2.15(b) shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Canadian Borrower, the Administrative Agent or any Canadian Revolving Lender.

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(vi) Each Canadian Borrower represents and warrants to the Administrative Agent and the Canadian Revolving Lenders that such Canadian Borrower is currently informed of the financial condition of the Canadian Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Canadian Finance Obligations. Each Canadian Borrower further represents and warrants to the Administrative Agent and the Canadian Revolving Lenders that such Canadian Borrower has read and understands the terms and conditions of the Loan Documents. Each Canadian Borrower hereby covenants that such Canadian Borrower will continue to keep informed of the Canadian Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Canadian Finance Obligations.

(vii) The provisions of this Section 2.15(b) are made for the benefit of the Administrative Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Canadian Borrowers as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Canadian Borrower or to exhaust any remedies available to it or them against any Canadian Borrower or to resort to any other source or means of obtaining payment of any of the Canadian Finance Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15(b) shall remain in effect until all of the Canadian Finance Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Canadian Finance Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Canadian Revolving Lender upon the insolvency, bankruptcy or reorganization of any Canadian Borrower, or otherwise, the provisions of this Section 2.15(b) will forthwith be reinstated in effect, as though such payment had not been made.

(viii) Each Canadian Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Administrative Agent or the Canadian Revolving Lenders with respect to any of the Canadian Finance Obligations or any collateral security therefor until such time as all of the Finance Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any the Administrative Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the obligations arising hereunder or thereunder, to the prior payment in full in cash of the Canadian Finance Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Canadian Borrower,

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its debts or its assets, whether voluntary or involuntary, all such Canadian Finance Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Canadian Borrower therefor.

(ix) Each Canadian Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Canadian Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Canadian Borrower owing to such Canadian Borrower until the Canadian Finance Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Canadian Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Canadian Borrower as trustee for the Administrative Agent, and such Canadian Borrower shall deliver any such amounts to the Administrative Agent for application to the Canadian Finance Obligations in accordance with Section 2.3(b) .

2.16 Reserved .

2.17 Circumstances Affecting Euro Availability . In connection with any request for an Advance denominated in Euro (“ Euro Extensions ”) or a continuation or extension thereof, if the introduction of, or any change in, any Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any U.S. Revolving Lender (or the applicable lending office of such U.S. Revolving Lender) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency or any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls, shall make it unlawful or impossible for any U.S. Revolving Lender (or any of their applicable lending office) to honor its obligations to make or maintain any Euro Extensions, then the Administrative Agent shall promptly give notice thereof to the Borrower Representative and the other U.S. Revolving Lenders. Thereafter, until the Administrative Agent notifies the Borrower Representative that such circumstances no longer exist, the obligation of such U.S. Revolving Lender to make Euro Extensions or any continuation or extension thereof, as applicable, shall be suspended until such U.S. Revolving Lender determines that it would no longer be unlawful or impractical to do so, provided , that the U.S. Borrowers shall continue to be entitled to make elections for Euro Extensions from any other U.S. Revolving Lenders; and the U.S. Borrowers shall either (i) repay in full (or cause to be repaid in full) the then outstanding principal amount of such Euro Extensions, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Euro Extensions, or (ii) convert the then outstanding principal amount of each such Euro Extensions to a U.S. Advance denominated in U.S. Dollars; provided , that if the U.S. Borrowers elect to make such conversion, the U.S. Borrowers shall pay to the Administrative Agent and the U.S. Revolving Lenders any and all costs, fees and other expenses, if any, incurred by the Administrative Agent and the U.S. Revolving Lenders in effecting such conversion.

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2.18 Taxes .

(a) All payments made by the Loan Parties under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, including any penalties, interest and additional amounts with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (collectively, “ Taxes ”), excluding (i) net income Taxes and franchise taxes (which franchise taxes are imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) branch profits taxes imposed on the Administrative Agent or any Lender by the United States of America or any similar tax imposed by any other jurisdiction described in clause (i) above, (iii) United States or Canadian withholding Taxes to the extent imposed on amounts payable to any Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled at the time of designation of a new lending office (or assignment, if any) to receive additional amounts from the Loan Parties with respect to such Taxes pursuant to this paragraph (a) , (iv) Taxes that are attributable to a Lender’s failure to comply with the requirements of paragraph (d) , (e) or (g) of this Section 2.18 , (v) United States federal withholding Taxes imposed by sections 1471 through 1474 of the Code as in existence on the date of this Agreement (and any amended or successor versions of such provisions that are substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder and official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“ FATCA ”), (vi) any Taxes under Part XIII of the Income Tax Act (Canada) as in existence on the date of this Agreement (and any amended or successor versions of such provisions that are substantially comparable and not materially more onerous to comply with) (the “Tax Act”) on, or deducted or withheld from, any payments or deemed payments to the Administrative Agent or any Lender by reason of it being a Person with whom any Loan Party does not deal at arm’s length for the purposes of the Tax Act at the time of making such payment or by reason of any Loan Party being obligated to make any payments to any such Person in respect of a Loan, and (vii) any Taxes on, or deducted or withheld from, any payment to the Administrative Agent or any Lender by reason of such payment (or any portion thereof) being deemed to be a dividend pursuant to subsection 214(16) of the Tax Act or deemed to have been paid pursuant to subsection 214(17) of the Tax Act (such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the “ Non-Excluded Taxes ”). If any Non-Excluded Taxes or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. The Loan Parties shall indemnify the Administrative Agent and each Lender within ten Business Days after written demand therefor (which written demand shall be made no later than 60 days after the earlier of (1) the date on which the Administrative Agent or the

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applicable Lender, as the case may be, received written demand for payment of the applicable Non-Excluded Taxes or Other Taxes from the relevant Governmental Authority or (2) the date on which the Administrative Agent or the applicable Lender, as the case may be, paid the applicable Non-Excluded Taxes or Other Taxes; provided, that failure or delay on the part of the Administrative Agent or the applicable Lender, as the case may be, to make such written demand shall not constitute a waiver of the right of the Administrative Agent or the applicable Lender, as the case may be, to demand indemnity and reimbursement for such Non-Excluded Taxes or Other Taxes, except to the extent that such failure or delay results in prejudice to the Loan Parties), for the full amount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.18 ) paid by such Person and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability and setting forth in reasonable detail the calculation thereof delivered to the Borrower Representative by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. Statements payable by the Loan Parties pursuant to this Section 2.18 shall be submitted to the Borrower Representative at the address specified under Section 10.2 .

(b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Loan Parties, as promptly as possible thereafter the Borrower Representative shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the Loan Parties showing payment thereof, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent and each Lender (or Assignee) that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “ Non -U.S. Lender ”) shall deliver to the Borrower Representative and the Administrative Agent two original copies of either U.S. Internal Revenue Service Form W-8BEN-E or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit E-1 and a Form W-8BEN-E, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Loan Parties under this Agreement and the other Loan Documents; provided that, in the case of a Non-U.S. Lender that is not the beneficial owner, such Non-U.S. Lender shall deliver to the Borrower Representative and the Administrative Agent two executed original copies of U.S. Internal Revenue Service Form W-8IMY, accompanied by Form W-8ECI, Form W-8BEN-E, a statement substantially in the form of Exhibit E-2 or Exhibit E-3 , Form W-9, and/or other certification documents from each beneficial owner, as applicable (in each case, or any subsequent versions thereof or successors thereto); provided , further , that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming exemption from U.S.

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federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” such Non-U.S. Lender may provide a statement substantially in the form of Exhibit E-4 on behalf of each such direct or indirect partner). The Administrative Agent and any Lender (or Assignee) that is not a Non-U.S. Lender shall deliver to the Borrower Representative and the Administrative Agent two original copies of U.S. Internal Revenue Service Form W-9, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Person claiming complete exemption from backup withholding on all payments by the Loan Parties under this Agreement and the other Loan Documents. The forms and certification referenced in the previous two sentences (the “ Forms ”) shall be delivered by the Administrative Agent and each Lender on or before the date it becomes a party to this Agreement. In addition, the Administrative Agent and each Lender shall deliver the Forms promptly upon the obsolescence or invalidity of any Forms previously delivered by the Administrative Agent and such Lender and upon the written request of the Borrower Representative or the Administrative Agent. The Administrative Agent and each Lender shall promptly notify the Borrower Representative at any time it determines that it is no longer in a position to provide any previously delivered Form to the Borrower Representative (or any other form or certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph (d) , the Administrative Agent and each Lender shall not be required to deliver any Form pursuant to this paragraph (d) that the Administrative Agent and such Lender is not legally able to deliver.

(e) The Administrative Agent and each Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower Representative (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that the Administrative Agent or such Lender, as applicable, is legally entitled to complete, execute and deliver such documentation and in the Administrative Agent’s or such Lender’s judgment, as applicable, such completion, execution or submission would not materially prejudice the legal position of the Administrative Agent and such Lender.

(f) If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section 2.18 , it shall pay over such refund to the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 2.18 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Parties, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to the Loan Parties ( plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f) , in no

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event will the Administrative Agent or any Lender be required to pay any amount to the Loan Parties pursuant to this paragraph (f) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (f) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower Representative or any other Person.

(g) If a payment made to the Administrative Agent or a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Administrative Agent and such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Loan Parties and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (g) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower Representative and the Administrative Agent in writing of its legal inability to do so.

(h) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(i) For purposes of this Section 2.18 , the term Lender shall include each Issuing Bank and the Swingline Lender.

2.19 Indemnity . In connection with each Contract Rate Loan under any Facility, the Appropriate Borrowers shall indemnify, defend, and hold the Administrative Agent and the Appropriate Lenders harmless against any loss, cost, or expense actually incurred by the Administrative Agent or any Appropriate Lender as a result of (A) the payment of any principal of any Contract Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any Contract Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any Contract Rate Loan on the date specified in any Interest Election Request received by the Administrative Agent delivered pursuant hereto (such losses, costs, or expenses, “ Funding Losses ”). A certificate of the Administrative Agent or a Lender delivered to the Borrower Representative setting forth in reasonable detail any amount or amounts that the Administrative Agent or such Lender is entitled to receive pursuant to this Section 2.19 shall be

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conclusive absent manifest error. The Appropriate Borrowers shall pay such amount to the Administrative Agent or such Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a Contract Rate Loan under any Facility on a day other than the last day of the applicable Interest Period would result in a Funding Loss, the Administrative Agent may, in its sole discretion at the request of the Borrower Representative, hold the amount of such payment as cash collateral in support of the Finance Obligations under such Facility until the last day of such Interest Period and apply such amounts to the payment of the applicable Contract Rate Loan on such last day, it being agreed that the Administrative Agent has no obligation to so defer the application of payments to any Contract Rate Loan and that, in the event that the Administrative Agent does not defer such application, the Appropriate Borrowers shall be obligated to pay any resulting Funding Losses.

2.20 Lending Office .

(a) Designation of Lending Office. Each Lender may at any time or from time to time designate, by written notice to the Administrative Agent to the extent not already reflected in Section 2.13 , one or more lending offices (which, for this purpose, may include Affiliates or branches of the respective Lender) for the various Loans made, and Letters of Credit issued or participated in, by such Lender (including by designating a separate lending office (or branch or Affiliate) to act as such with respect to Loans and Letters of Credit denominated in Applicable Currencies other than U.S. Dollars; provided , that, for designations made after the Closing Date, to the extent such designation shall result in increased costs under Section 2.13 in excess of those which would be charged in the absence of the designation of a different lending office (including a different Affiliate of the respective Lender), then the Borrowers shall not be obligated to pay such excess increased costs (although the Borrowers, in accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay the costs which would apply in the absence of such designation and any subsequent increased costs of the type described above resulting from changes after the date of the respective designation). Each lending office and branch or Affiliate of any Lender designated as provided above shall, for all purposes of this Agreement, be treated in the same manner as the respective Lender (and shall be entitled to all indemnities and similar provisions in respect of its acting as such, subject to all of the requirements and limitations herein). Wells Fargo hereby designates Wells Fargo London as its lending office for U.S. Advances denominated in Euros made by Wells Fargo.

(b) Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(l) , 2.11(l) , 2.12(c)(ii) , 2.13(a) or 2.18(a) with respect to such Lender, it will, if requested by the Borrower Representative, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; provided , further , that nothing in this Section shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender pursuant to Section 2.10(l) , 2.11(l) , 2.12(c)(ii) , 2.13(a) or 2.18(a) .

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2.21 Replacement of Lenders . The Borrower Representative shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10(l) , 2.11(l) , 2.12(c)(ii) , 2.13(a) or 2.18(a) , (or with respect to which the Borrowers are required to pay additional amounts or indemnity payments pursuant to such sections), (b) becomes a Defaulting Lender or otherwise defaults in its obligation to make Loans hereunder or (c) has not consented to a proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.1 that requires the consent of all Lenders or all Lenders under a particular Facility or each Lender affected thereby and which has been approved by the Required Lenders as provided in Section 10.1 , with a Lender or Eligible Assignee; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) in the case of clause (a) , prior to any such replacement, such Lender shall have taken no action under Section 2.20 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.10(l) , 2.11(l) , 2.12(c)(ii) , 2.13(a) or 2.18(a) , (iii) the replacement financial institution or other Eligible Assignee shall purchase, at par, all Loans and other amounts (or, in the case of clause (c) as it relates to provisions affecting a particular Facility, Loans or other amounts owing under such Facility) owing to such replaced Lender on or prior to the date of replacement, (iv) the relevant Borrower shall be liable to such replaced Lender under Section 2.19 if any Contract Rate Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution or other Eligible Assignee, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be deemed to have made such replacement in accordance with the provisions of Section 10.6 , (vii) until such time as such replacement shall be consummated, the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section 2.10(l) , 2.11(l) , 2.12(c)(ii) , 2.13(a) or 2.18(a) , as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Upon any such assignment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof (or, in the case of clause (c) as it relates to provisions affecting a particular Facility, a Lender under such Facility); provided that any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender. Each Lender, the Administrative Agent and each Borrower agrees that in connection with the replacement of a Lender and upon payment to such replaced Lender of all amounts required to be paid under this Section 2.21 , the Administrative Agent and the Borrowers shall be authorized, without the need for additional consent from such replaced Lender, to execute an Assignment and Assumption on behalf of such replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent or the Borrowers and, to the extent required under Section 10.6 , the Borrowers and the Swingline Lender and the Issuing Banks, shall be effective for purposes of this Section 2.21 and Section 10.6 . Notwithstanding anything to the contrary in this Section 2.21 , in the event that a Lender that holds Loans or Commitments under more than one Facility does not agree to a proposed amendment, supplement, modification, consent or waiver which requires the consent of all Lenders under a particular Facility, the Borrower Representative shall be permitted to replace the non-consenting Lender with respect to the affected Facility and may, but shall not be required to, replace such Lender with respect to any unaffected Facilities.

2.22 Notes . If so requested by any Lender by written notice to the Borrower Representative (with a copy to the Administrative Agent), the relevant Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6 ) (promptly after the Borrower Representative’s receipt of such notice) a Note or Notes to evidence such Lender’s Loans.

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2.23 Incremental Commitments .

(a) The Borrower Representative may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Commitments (each such increase, a “ Commitment Increase ” and any Lender making such a commitment, an “ Incremental Lender ”), which may be allocated to the Maximum U.S. Credit Amount and/or the Maximum Canadian Credit Amount at the discretion of the Borrower Representative upon notice to the Administrative Agent; provided that:

(i) after giving effect to any such Commitment Increase, the aggregate amount of Commitment Increases shall not exceed an amount equal to $100,000,000;

(ii) extensions of credit or other obligations of the Loan Parties under any Commitment Increase shall rank pari passu in right of payment and of security with the other extensions of credit and obligations of the Loan Parties hereunder;

(iii) Commitments under any Commitment Increase shall not terminate, and amounts advanced under any Commitment Increase shall not mature, earlier than the Revolving Termination Date;

(iv) all Commitments under any Commitment Increase (and extensions of credit thereunder) shall be subject to the terms and conditions (other than fees) applicable to Advances, Loans, Letters of Credit and Commitments hereunder; and

(v) no Default or Event of Default (or, in connection with a Limited Condition Transaction, no Default or Event of Default under Section 8.1(a) or 8.1(g) ) shall exist on the Incremental Closing Date with respect to any Incremental Amendment entered into in connection therewith (and after giving effect to any Advances made thereunder).

(b) Each notice from the Borrower Representative to the Administrative Agent pursuant to Section 2.23(a) shall set forth the requested amount and proposed terms of the relevant Commitment Increase. All fees applicable to a Commitment Increase shall be determined by the Borrower Representative, the Administrative Agent and the Lenders participating in such Commitment Increase.

(c) Commitment Increases may be provided by any existing Lender or any Additional Lender ( provided that no Lender shall be obligated to provide a portion of any Commitment Increase without such Lender’s prior written consent and nothing in this Section 2.23 shall constitute a commitment by any Lender to provide a portion of any such Commitment Increase), in each case on terms permitted in this Section 2.23 ; provided that the Administrative Agent and the Issuing Banks shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s providing such Commitment

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Increases if such consent would be required under Section 10.6(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender; provided , further , that the Issuing Banks shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to any Commitment Increase provided by any Additional Lender. Commitments in respect of Commitment Increases shall become Commitments, U.S. Revolving Commitments and/or Canadian Revolving Commitments, as applicable (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s Commitment, U.S. Revolving Commitment and/or Canadian Revolving Commitment, as applicable), under this Agreement pursuant to an amendment (an “ Incremental Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the relevant Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be (unless waived by the Additional Lender) subject to the satisfaction of each of the conditions set forth in Section 4.2 (it being understood that all references to the date of such extension of credit or similar language in Section 4.2 shall be deemed to refer to the Incremental Closing Date) and such other conditions as the parties thereto shall agree (the effective date of any such Incremental Amendment, an “ Incremental Closing Date ”). U.S. Advances, Canadian Advances, U.S. Letters of Credit and Canadian Letters of Credit provided under any Commitment Increase shall constitute “U.S. Advances,” “Canadian Advances,” “U.S. Letters of Credit” and “Canadian Letters of Credit” hereunder and shall be subject to all the terms and conditions set forth herein.

(d) Upon each increase in Revolving Commitments under a Facility pursuant to this Section, each Revolving Lender under such Facility immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Commitment Increase (each a “ Commitment Increase Lender ”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each such Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment and if, on the date of such increase, there are any Advances outstanding, such Advances shall on or prior to the effectiveness of such Commitment Increase either be prepaid from the proceeds of additional Advances made hereunder or assigned to a Commitment Increase Lender (in each case, reflecting such increase in Commitments, such that Advances are held ratably in accordance with each Revolving Lender’s Pro Rata Share, after giving effect to such increase), which prepayment or assignment shall be accompanied by accrued interest on the Advances being prepaid and any costs incurred by any Lender in accordance with Section 2.19 . The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

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(e) Notwithstanding anything to the contrary herein, this Section 2.23 shall supersede any provisions in Section 10.1 to the contrary.

2.24 Extension Offers .

(a) The Borrower Representative may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “ Extension Offer ”) to all the Lenders under one or more Facilities on the same terms to each such Lender (each Class subject to such an Extension Offer, a “ Specified Class ”) to extend the Revolving Termination Date as to such Specified Class pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower Representative; provided that (i) any such offer shall be made by the Borrower Representative to all Lenders with Commitments with a like Revolving Termination Date on a pro rata basis (based on the aggregate outstanding amount of the applicable Commitments), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower Representative and (iv) the relevant Issuing Bank and the relevant Swingline Lender shall have approved such Permitted Extension. Such notice shall set forth (i) the terms and conditions of the requested Permitted Extension and (ii) the date on which such Permitted Extension is requested to become effective (which shall not be less than five Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the Borrower Representative’s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6 , and (y) no termination of Commitments of the Specified Classes shall be permitted unless such termination is accompanied by an at least pro rata termination of all earlier maturing Commitments (including previously extended Commitments) (or all earlier maturing Commitments (including previously extended Commitments) shall otherwise be or have been terminated and all underlying Finance Obligations repaid in full (or Collateralized, as applicable)). Permitted Extensions shall become effective only with respect to the Commitments of the Lenders of the Specified Class that accept the applicable Extension Offer (such Lenders, the “ Extending Lenders ”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Extension Offer.

(b) A Permitted Extension shall be effected pursuant to an amendment to this Agreement (an “ Extension Agreement ”) executed and delivered by the Borrowers, each applicable Extending Lender and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. No Extension Agreement shall provide for any extension of any Specified Class in an aggregate principal amount that is less than 25% of such Specified Class then outstanding or committed, as the case may be. Each Extension Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower Representative, to give effect to the provisions of this Section 2.24 , including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or

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commitments hereunder; provided that (x) no Extension Agreement may provide for (i) any Specified Class to be secured by any Collateral or other assets of any Group Member that does not also secure the Loans and (ii) so long as any Loans are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Loans on a pro rata basis, (y) except as otherwise agreed to by the relevant Issuing Bank, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued Letter of Credit as between the commitments of such new “Class” and the remaining Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Commitments and (ii) the Revolving Termination Date may not be extended without the prior written consent of the relevant Issuing Bank, and (z) the terms and conditions of the applicable Loans and/or Commitments of the Accepting Lenders (excluding pricing, fees, rate floors and optional prepayment or redemption terms) shall be substantially identical to, or (taken as a whole) shall be no more favorable to, the Accepting Lenders than those applicable to the Specified Class (except for financial covenants or other covenants or provisions applicable only to periods after the Revolving Termination Date at the time of such Extension Offer, as may be agreed by the Borrower Representative and the Accepting Lenders).

(c) Subject to Section 2.24(b) , the Borrower Representative may at its election specify as a condition (a “ Minimum Extension Condition ”) to consummating any such Extension Agreement that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower Representative’s sole discretion and may be waived by the Borrower Representative) of Commitments of any or all applicable Classes be extended.

(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.24 shall supersede any provisions in Section 10.1 to the contrary.

2.25 Additional Borrowers . The Borrower Representative may designate any wholly-owned Domestic Subsidiary that is a Restricted Subsidiary as a U.S. Borrower (each, a “ Joining U.S. Borrower ”) or any wholly-owned Subsidiary that is a Restricted Subsidiary organized under the laws of Canada or any province thereof as a Canadian Borrower (each, a “ Joining Canadian Borrower ”), in each case subject to (a) the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (b) the receipt by the Administrative Agent of (i) amendments to this Agreement and the relevant Security Agreements as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Joining Borrower, (ii) the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Joining Borrower, (iii) a counterpart of the Borrower Joinder Agreement, signed on behalf of the Joining Borrower (or a PDF or facsimile copy thereof) and a joinder agreement to the relevant Security Agreement, substantially in the form annexed thereto, (iv) a certificate of such Joining Borrower, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

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2.26 Obligations of the Canadian Loan Party . Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Excluded Domestic Subsidiary or Foreign Subsidiary shall be liable or in any manner responsible for, or be deemed to have guaranteed, directly or indirectly, whether as a primary obligor, guarantor, indemnitor, or otherwise, and none of their assets shall secure, directly or indirectly, any obligations of any U.S. Loan Party or any Canadian Loan Party that is disregarded as separate from any U.S. Loan Party or Domestic Subsidiary for U.S. Federal income tax purposes (including, without limitation, principal, interest, fees, penalties, premiums, expenses, charges, reimbursements, indemnities or any other obligations of any U.S. Loan Party) under this Agreement or any other Loan Document.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, each Loan Party hereby jointly and severally represents and warrants to the Administrative Agent and each Lender that:

3.1 Financial Condition .

(a) The unaudited balance sheets and related unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved.

(b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the Term Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

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3.2 No Change . Since December 31, 2013, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

3.3 Existence; Compliance with Law . Each Group Member (a) is duly organized, validly existing and (where applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and (where applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except in the case of clauses (a) (as it relates to good standing), (c) and (d) above, to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.4 Power; Authorization; Enforceable Obligations .

(a) Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrowers, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions.

(b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.16 . No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the Transactions, except (x) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (y) the filings referred to in Section 3.16 and (iii) those, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

(c) Each Loan Document has been duly executed and delivered on behalf of each applicable Loan Party. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each applicable Loan Party, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable 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).

3.5 No Legal Bar . The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings and guarantees hereunder and the use of the proceeds thereof will not violate any material Requirement of Law, any Contractual Obligation of any Group Member that is material to the Group Members, taken as a

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whole, or the Organizational Documents of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any such Organizational Documents or any such Contractual Obligation (other than the Liens created by the Security Documents and the Term Loan Documents). The consummation of the Transactions will not (a) violate (x) any Requirement of Law or any Contractual Obligation of any Group Member, except as would not reasonably be expected to have a Material Adverse Effect or (y) the Organizational Documents of any Loan Party and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any such Organizational Documents or any such Contractual Obligation (other than the Liens created by the Security Documents and the Term Loan Documents).

3.6 Litigation . No litigation, suit or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Loan Party, threatened by or against any Group Member or against any of their respective properties, assets or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have a Material Adverse Effect.

3.7 Ownership of Property; Liens . Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by Section 6.7 and except where the failure to have such title or other interest could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.8 Intellectual Property . Except as could not, individually or in an aggregate, reasonably be expected to have a Material Adverse Effect, the Group Members own, or are licensed to use, all intellectual property necessary for the conduct in all material respects of the business of the Group Members, taken as a whole, as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning any Group Member’s use of any intellectual property or the validity or effectiveness of any Group Member’s intellectual property or alleging that the conduct of any Group Member’s business infringes or violates the rights of any Person, nor does any Group Member know of any valid basis for any such claim except for such claims that could not reasonably be expected to impair or interfere in any material respect with the operations of the business conducted by the Group Members, taken as a whole, or result in a Material Adverse Effect.

3.9 Taxes . Except as set forth on Schedule 3.9 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Group Member has filed or caused to be filed all tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property by any Governmental Authority (other than any amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); and (ii) no tax Lien has been filed, and, to the knowledge of any of the Group Members, no claim is being asserted, with respect to any such tax, fee or other charge.

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3.10 Federal Regulations . No Group Member is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for the purpose of buying or carrying Margin Stock or for any purpose that violates the provisions of the regulations of the Board of Governors.

3.11 ERISA; Canadian Pension Plans .

(a) Neither a Reportable Event nor a failure to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Plan has been operated and maintained in compliance in all respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA. No such Multiemployer Plan is in Reorganization or Insolvent.

(b) The Canadian Borrowers and the Canadian Guarantors are in compliance with the requirements of the Pension Benefits Act (Ontario) and other federal or provincial laws with respect to each Canadian Pension Plan, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Canadian Pension Plan. No Termination Event has occurred. As of the Closing Date, no Canadian Borrower nor any of the Canadian Guarantors has a Canadian Defined Benefit Plan. The Financial Services Commission of Ontario (“ FSCO ”) has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plan. No Lien has arisen, choate or inchoate, in respect of any Canadian Borrower, Canadian Guarantor or their Subsidiaries or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due).

3.12 Investment Company Act; Other Regulations . None of the Group Members is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. None of the Group Members is subject to regulation under any Requirement of Law (other than Regulation X of the Board of Governors) that limits its ability to incur Indebtedness.

3.13 Environmental Matters . Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) the facilities and real properties owned, leased or operated by any Group Member (the “ Properties ”) do not contain, and (to the knowledge of the Group Members) have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of any Environmental Law;

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(b) no Group Member has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member (the “ Business ”), nor does any Loan Party have knowledge that any such notice is being threatened;

(c) Materials of Environmental Concern have not been released, transported, generated, treated, stored or disposed of from the Properties in violation of, or in a manner or to a location that is reasonably expected to give rise to liability under, any Environmental Law;

(d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;

(e) the Properties and all operations at the Properties are in compliance, and (to the knowledge of the Group Members) have in the past been in compliance, with all applicable Environmental Laws; and

(f) to the knowledge of the Group Members, there are no past or present conditions, events, circumstances, facts, or activities that would reasonably be expected to give rise to any liability or other obligation for any Group Member under any Environmental Laws; and

(g) no Group Member has assumed any liability of any other Person under Environmental Laws.

3.14 Accuracy of Information, etc . No statement or information concerning any Group Member or the Business contained in this Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained, as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information, taken as a whole, contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrowers to be reasonable at the time made and as of the Closing Date (with respect to such projections and pro forma financial information delivered prior to the Closing Date), it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact, forecasts and projections are subject to uncertainties and contingencies, actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount and no assurance can be given that any forecast or projections will be realized.

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3.15 Labor Matters . Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) there are no collective bargaining agreements covering the employees of the Loan Parties and their Domestic Subsidiaries or Multiemployer Plans covering the employees of any Loan Party or any of their Subsidiaries and (b) neither the Company nor any Restricted Subsidiary has suffered any material strikes, walkouts, work stoppages or other material labor difficulty within the five years prior to the Closing Date.

3.16 Security Documents .

(a) Each of the Security Documents is effective to create in favor of the Administrative Agent, for the benefit of the relevant Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Capital Stock described in a Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction, including the PPSA (the “ Certificated Securities ”), when certificates representing such Capital Stock are delivered to the Administrative Agent ( provided that, in the case of a jurisdiction outside the United States, applicable law provides for perfection of a lien on Certificated Securities by delivery of such Certificated Securities to a Secured Party), and (ii) in the case of the other Collateral not described in clause (i) constituting personal property described in the Security Agreements, when financing statements and other filings, agreements and actions specified on Schedule 3.16(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 3.16(a) , as the case may be, the Administrative Agent, for the benefit of the relevant Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the relevant Finance Obligations, in each case prior and superior in right to any other Person (except, in the case of Permitted Priority Liens). Other than as set forth on Schedule 3.16(a) , as of the Closing Date, none of the Capital Stock of any Borrower or Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (as defined in the U.S. Security Agreement).

(b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Administrative Agent, for the benefit of the relevant Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Finance Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Permitted Priority Liens. Schedule 1.1B lists, as of the Closing Date, each parcel of Material Property located in the United States and held by any Loan Party.

3.17 Solvency . As of the Closing Date, the Group Members, on a consolidated basis, after giving effect to the Transactions and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith and the other transactions contemplated hereby and thereby, will be and will continue to be, Solvent.

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3.18 Patriot Act; FCPA; OFAC .

(a) To the extent applicable, each Loan Party and each Group Member is in compliance, in all material respects, with (i) the Patriot Act, (ii) Canadian AML Legislation, and (iii) each of the foreign assets control regulations administered by the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended).

(b) Each Loan Party and each Group Member is in compliance, in all material respects, with the U.S. Foreign Corrupt Practices Act, as amended from time to time and any other applicable anti-bribery or anti-corruption law. No part of the proceeds of the Loans will knowingly be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(c) No Loan Party or Group Member, nor to the knowledge of the Borrower Representative, any director, officer, agent, employee or Affiliate thereof, is any of the following:

(i) a Person that is listed in the annex to, or it otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the “ Executive Order ”);

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any laws with respect to terrorism or money laundering;

(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) at its official website or any replacement website or other replacement official publication of such list or is currently subject to any U.S. economic sanctions administered by OFAC;

(vi) Person that is a Canadian Blocked Person or an affiliate of a Canadian Blocked Person; or

(vii) a Person who is on the “Financial Sanctions Consolidated List of Targets” administered and enforced by the governmental institutions and agencies of the United Kingdom and any other list or public designation made by any the United Nations Security Council, the European Union or other applicable Governmental Authority.

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(d) The Borrowers will not knowingly directly or indirectly use the proceeds of the Loans or otherwise knowingly make available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any U.S. economic sanctions administered by OFAC or in any other manner that would result in any Group Member or any Lender being in breach of any applicable economic, financial or other sanctions laws, regulations or embargoes.

3.19 Status as Senior Indebtedness . The Finance Obligations under the Facility constitute “senior debt”, “senior indebtedness”, “guarantor senior debt”, “senior secured financing” and “designated senior indebtedness” (or any comparable term) for all Indebtedness (if any) that is subordinated in right of payment to the Finance Obligations.

3.20 Insurance . As of the Closing Date, all premiums in respect of insurance required to be maintained pursuant to Section 5.5 have been paid. The Borrowers believe that the insurance maintained by or on behalf of the Loan Parties is customary for companies of a similar size engaged in similar businesses in similar locations

Notwithstanding anything herein or in any other Loan Document to the contrary, no officer of Holdings or any of its Subsidiaries shall have any personal liability in connection with the representations and warranties and other certifications in this Agreement or any other Loan Document.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Closing Date . The agreement of each Lender and each Issuing Bank to make the initial extension of credit requested to be made by it under this Agreement on or after the Closing Date is subject to the satisfaction of the following conditions precedent:

(a) Loan Documents . The Administrative Agent shall have received:

(i) this Agreement, executed and delivered by Holdings, each Borrower, each other Guarantor and each Person listed on Schedule 1.1A ;

(ii) the Security Agreements, executed and delivered by Holdings, each Borrower and each other Guarantor, as applicable;

(iii) each other Security Document, executed and delivered by each applicable Loan Party;

(iv) each Note, executed and delivered by the relevant Borrower in favor of each Lender requesting the same;

(v) a perfection certificate with respect to each Loan Party duly executed by Responsible Officer of the Borrower Representative;

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(vi) certificates of insurance policies and endorsements naming the Administrative Agent as additional insured or lender’s loss payee, as the case may be (including, without limitation, standard life of loan flood hazard determination forms and acknowledgments and if any property is located in a special flood hazard area (x) notices to (and confirmations of receipt by) such Loan Party as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994) all in form and substance reasonably satisfactory to the Administrative Agent; and

(vii) the ABL-Term Intercreditor Agreement, executed and delivered by the Loan Parties, the Collateral Agent and the Term Collateral Agent.

(b) Term Loans . The Term Loan Documents shall be in full force and effect and the Term Borrowers thereunder shall have received proceeds of Term Loans under the Term Credit Agreement in an aggregate principal amount of $775,000,000;

(c) Existing Debt Release/Repayment . The Existing Debt Release/Repayment shall have been or, substantially concurrently with the initial borrowings of the Term Loans, consummated, and after giving effect to the Transactions, the Group Members shall have outstanding no Indebtedness (other than (i) the Loans and supporting Letters of Credit, (ii) the Term Loans and (iii) Indebtedness permitted to be outstanding under Section 6.2(b) of this Agreement), and the Existing Debt Release/Repayment shall be evidenced by customary “payoff” letters.

(d) Financial Statements . The Lenders shall have received (a) audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011 and (b) unaudited balance sheets and related statements of income and comprehensive income and statement of cash flows related to the Company for the fiscal quarter ended June 28, 2014.

(e) Fees . The Lenders and the Administrative Agent shall have received all fees required to be paid on or prior to the Closing Date, and all expenses required to be paid on the Closing Date for which reasonably detailed invoices have been presented (including the reasonable, fees and expenses of legal counsel to the Administrative Agent) to the Borrower Representative at least three Business Days prior to the Closing Date.

(f) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates . The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, including certified organizational authorizations, resolutions, incumbency certifications, the certificate of incorporation or other similar Organizational Document of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and bylaws or other similar Organizational Document of each

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Loan Party certified by a Responsible Officer as being in full force and effect on the Closing Date and (ii) a good standing certificate (long form, to the extent available) for each Loan Party from its jurisdiction of organization.

(g) Legal Opinions . The Administrative Agent shall have received the executed legal opinion of Fried, Frank, Harris, Shriver & Jacobson, LLP and Goodmans LLP, special counsel to the Loan Parties and executed legal opinions of each local counsel to the Loan Parties set forth on Schedule 4.1(f) , each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.

(h) Pledged Stock; Stock Powers; Pledged Notes . The Administrative Agent shall have received in accordance with the ABL-Term Intercreditor Agreement (i) the certificates representing the shares of Capital Stock constituting Collateral (to the extent certificated) required to be pledged to the Administrative Agent pursuant to the Security Agreements, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (ii) each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreements endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(i) Filings, Registrations and Recordings . Each document (including any Uniform Commercial Code and PPSA financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Priority Liens), shall have been executed and delivered to the Administrative Agent in proper form for filing, registration or recordation.

(j) Solvency Certificate . The Administrative Agent shall have received a Solvency Certificate, which demonstrates that the Company and the Restricted Subsidiaries, on a consolidated basis, are and, after giving effect to the Transactions and the other transactions contemplated hereby, will be and will continue to be, Solvent.

(k) Field Examinations . The Administrative Agent shall have completed pre-closing field examinations performed by the Administrative Agent (or a firm acceptable to Administrative Agent), the results of which are satisfactory to the Administrative Agent.

(l) Appraisals . The Administrative Agent shall have received appraisals from third-party appraisers satisfactory to the Administrative Agent covering Borrowing Base Equipment and Borrowing Base Real Property Collateral to be included in the U.S. Borrowing Base, in each case in form, and with results, satisfactory to the Administrative Agent.

(m) Patriot Act . The Administrative Agent and the Lenders (to the extent reasonably requested in writing at least 10 days prior to the Closing Date) shall have received, at least three Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent reasonably determines to be required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and the Proceeds of Crime Act.

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(n) Reserved .

(o) No Material Adverse Effect . Since December 31, 2013, there shall not have been any event, occurrence or development that has had, or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(p) Consolidated EBITDA . The Consolidated EBITDA of the Company for the most recently ended twelve-month period for which financial statements are available shall have not been less than $140,000,000.

(q) Global Excess Availability . Global Excess Availability after giving effect to the initial use of proceeds (including the payment of all fees and expenses) and all other amounts in connection with the Transactions shall not be less than $75,000,000 (without giving effect to clauses (e) and (f) of the definition of U.S. Borrowing Base and any Reserves specifically related thereto).

4.2 Conditions to Each Borrowing Date . The agreement of each Lender to make any extension of credit requested to be made by it on any date (including its initial extension of credit on the Closing Date) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties . Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) on and as of such date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) as of such earlier date.

(b) No Default . No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

(c) Notice . The Administrative Agent and, if applicable, the relevant Issuing Bank or the Swingline Lender, shall have received notice from the Borrower Representative, which, if in writing, may be in the form of a Borrowing Request.

(d) Availability . After giving effect to the extensions of credit to be made on such date, the aggregate amount of Revolving Loans, Letters of Credit and Swingline Loans then outstanding in respect of any Facility shall not exceed the Loan Cap for such Facility.

Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, a Borrower hereunder shall constitute a representation and warranty by the Borrower Representative as of the date of such extension of credit that the conditions contained in this Section 4.2 have been satisfied.

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SECTION 5. AFFIRMATIVE COVENANTS

Each of the Loan Parties hereby jointly and severally agree that, until all Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized, each Loan Party shall, and shall cause each Restricted Subsidiary to:

5.1 Financial Statements . Furnish to the Administrative Agent (who shall promptly furnish to each Lender):

(a) as soon as available, but in any event within 90 days after the last day of each fiscal year of the Company ending thereafter, a copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year and accompanied by each of (x) customary management discussion and analysis and (y) an opinion of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing, which opinion shall not be subject to qualification or exception as to scope or contain any “going concern” qualification or exception other than (i) a qualification solely with respect to, or resulting from, the maturity of any Loans under this Agreement or loans under the Term Loan Agreement occurring within one year from the time such opinion is delivered or (ii) an explanatory paragraph solely with respect to, or resulting from, any potential inability to satisfy a financial covenant under Section 6.1 of this Agreement on a future date or for a future period ( provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.1(a) );

(b) as soon as available, but in any event within 45 days after the last day of the first three fiscal quarters of each fiscal year of the Company, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous fiscal quarter of the previous year, certified by a Responsible Officer as fairly stating in all material respects the financial position of the Company and its consolidated Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year-end audit adjustments and the absence of footnotes) and including management discussion and analysis ( provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.1(a) );

(c) so long as an Enhanced Financial Monitoring Period continues to exist, as soon as available, but in any event within 30 days after the end of fiscal month of each fiscal quarter of the Company thereafter, an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries at the end of such fiscal month, and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in comparative form the figures for the previous fiscal month of the previous fiscal year.

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Notwithstanding the foregoing, the delivery by the Company of all such financial statements and related deliverables required pursuant to clauses (a) and (b) (but not clause (c)) above of Holdings (or any direct or indirect parent company thereof) and its consolidated Subsidiaries (and not the Company and its consolidated Subsidiaries), whether or not such filings are filed with the SEC, shall be deemed to satisfy the requirements of Sections 5.1(a) and (b). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and (except as otherwise provided below) in accordance with GAAP applied consistently (except to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

5.2 Certificates; Other Information . Furnish to the Administrative Agent (who shall promptly furnish to each Lender) or, in the case of clause (i), to the relevant Lender:

(a) promptly upon the request of the Administrative Agent, in connection with the delivery of any financial statements or other information pursuant to Section 5.1 or this Section 5.2 , confirmation of whether such statements or information contains any Private Lender Information. The Borrowers and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, Holdings, their respective Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to Section 5.1 or this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “ Platform ”), any document or notice that the Borrowers or the Borrower Representative has indicated contains Private Lender Information shall not be posted on that portion of the Platform designated for such public-side Lenders; provided that if the Borrowers or the Borrower Representative have not indicated whether a document or notice delivered pursuant to Section 5.1 or this Section 5.2 contains Private Lender Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrowers, Holdings, their respective Subsidiaries or their securities;

(b) concurrently with the delivery of the financial statements referred to in Section 5.1(a) , a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of the Company and its consolidated Restricted Subsidiaries (or of Holdings (or any direct or indirect parent company thereof) and its consolidated Restricted Subsidiaries, as the case may be) , which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

(c) concurrently with the delivery of any financial statements pursuant to Section 5.1 , (i) a certificate of a Responsible Officer (A) stating that such Responsible Officer has

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obtained no knowledge of any Default or Event of Default except as specified in such certificate, (B) to the extent not previously disclosed to the Administrative Agent, providing a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered intellectual property acquired or developed by any Loan Party since the date of the most recent report delivered pursuant to this clause (B) (or, in the case of the first such report so delivered, since the Closing Date), (C) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (ii) of the definition of the term “Immaterial Subsidiary”, and (D) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by the Borrowers with the provisions of Section 6.1 of this Agreement as of the last day of the fiscal quarter or fiscal year of the Company, as the case may be (regardless of whether a Financial Covenant Trigger Period was in effect as of the last day of the period covered by the financial statements);

(d) as soon as available, but in any event within 90 days after the last day of each fiscal year of the Company (commencing with the fiscal year ending on or about December 31, 2015), a detailed consolidated budget of the Company (or Holdings or any direct or indirect parent company thereof, as the case may be) and the Restricted Subsidaries for the following fiscal year (collectively, the “ Projections ”), which Projections shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of the circumstances then existing, it being understood that projections are subject to uncertainties and there is no assurance that any projections will be realized;

(e) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 5.1(a) above, a narrative discussion and analysis of the financial condition and results of operations of the Company (or Holdings or any direct or indirect parent company thereof, as the case may be) and the Restricted Subsidiaries for such fiscal year, as compared to the comparable period of the previous year, as compared to the comparable period of the previous year ( provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company (or any direct or indirect parent of the Company) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.2(e)) ;

(f) within 10 Business Days after the end of each fiscal month, such information as is necessary to complete the Borrowing Base as reflected in Schedule 5.2 as of the close of business as of the last day of such fiscal month, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Borrower Representative; provided that (x) if requested by the Administrative Agent during an Enhanced Collateral Reporting Period or (y) if requested by the Borrower Representative, in each case, such Borrowing Base Certificate shall be delivered not later than four Business Days after the close of business on the immediately preceding Saturday of each week, showing the Borrowing Base as of the close of business on such immediately preceding Saturday;

(g) the collateral reports described on Schedule 5.2 , at the times set forth therein;

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(h) promptly, copies of all financial statements and reports that Holdings or the Company sends generally to the holders of any class of its debt securities or public equity securities, acting in such capacity, and, within five days after the same are filed, copies of all reports that Holdings or the Company may make to, or file with, the SEC or any other securities commission (including the OSC) (other than the items referred to in Sections 5.1(a) , 5.1(b) and 5.2(e) );

(i) promptly following any Lender’s request therefor, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering or terrorist financing rules and regulations, including the Patriot Act and the Proceeds of Crime Act;

(j) promptly after entering in thereto (or upon delivery or receipt thereof), (x) copies of all material amendments to the Management Agreement (it being understood and agreed that any amendment resulting in an increase in the amounts paid by the Loan Parties under the Management Agreement shall constitute a material amendment thereunder), and (y) all amendments to, and material notices delivered under, the Term Loan Documents; and

(k) as promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other information regarding the operations, business affairs and financial condition of any Group Member or the Collateral, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

5.3 Payment of Taxes . Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its Tax obligations of whatever nature, except (i) where the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (ii) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member.

5.4 Maintenance of Existence; Compliance with Law . (a) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other all rights, privileges and franchises, in each case necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 6.8 or by the Security Agreements and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) comply with all Governmental Approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.5 Maintenance of Property; Insurance . (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (b) maintain all the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material

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Adverse Effect and (c) maintain with insurance companies that the Borrower Representative believes (in the good faith judgment of the management of the Borrower Representative) are financially sound and responsible at the time the relevant coverage is placed or renewed, customary insurance (but not, for the avoidance of doubt, flood insurance except to the extent required by applicable law) in at least such amounts (after giving effect to any self-insurance which the Borrower Representative believes (in the good faith judgment of management of the Borrower Representative) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower Representative believes (in the good faith judgment of management of the Borrower Representative) is reasonable and prudent in light of the size and nature of its business. All such insurance shall name the Collateral Agent as mortgagee or loss payee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance).

5.6 Inspection of Property; Books and Records; Discussions . (a) Keep proper books of records and account in which entries full, true and correct in all material respects in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities and (b) permit, at the Borrowers’ expense, representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior written notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Loan Parties with officers and employees of the Loan Parties and with their independent certified public accountants; provided that subject to Section 5.15 and Section 5.16 , (i) in no event shall there be more than one such visit for the Administrative Agent and its representatives as a group per calendar year except during the continuance of an Event of Default and (ii) the Company shall have the right to be present during any discussions with accountants.

5.7 Notices . Promptly give written notice to the Administrative Agent (for delivery to each Lender) of:

(a) the occurrence of any Default or Event of Default;

(b) the following events, promptly and in any event within 30 days after a Responsible Officer knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan in a material amount, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan that would result in the imposition of a material withdrawal liability, or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower Representative or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination (in other than a “standard termination” as defined in ERISA), Reorganization or Insolvency of, any Plan;

(c) any loss, damage or destruction to, or condemnation of, Collateral in the amount of $15,000,000 (or $10,000,000 in the case of ABL Priority Collateral) or more, whether or not covered by insurance;

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(d) any and all default notices received under, or with respect to any actual knowledge of a Responsible Officer of any default under, any leased location or public warehouse where Collateral with a cost in excess of $15,000,000 (or $10,000,000 in the case of ABL Priority Collateral) is located (which shall be delivered within two Business Days after receipt thereof; and

(e) any development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.7 shall be accompanied by a statement of a Responsible Officer of the Borrower Representative setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

5.8 Environmental Laws .

(a) Comply with, and take commercially reasonably action to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and take commercially reasonably action to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

5.9 Additional Collateral, etc .

(a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b) , (c) or (d) below and (y) any property subject to a Lien expressly permitted by clauses (6)(A) and (B) , (8) , (9) , (12) , (16) , (26) , (29) , (35) and (38) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreements or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted under Section 6.7 ) in such property, including the filing of Uniform Commercial Code or PPSA financing statements or other filings in such jurisdictions as may be required by the Security Agreements or by law or as may reasonably be requested by the Administrative Agent.

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(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property or any property constituting Borrowing Base Real Property Collateral (to the extent included in the definition of Collateral) either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8) , (9) and (38) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) in the case of Material Property or real property constituting Borrowing Base Real Property Collateral located in the United States, if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy), together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) the materials described in Section 4.1(a)(vi) . Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Non-Material Property (other than real property constituting Borrowing Base Real Property Collateral) or any leasehold property pursuant to this Section 5.9(b) .

(c) With respect to any new Subsidiary that is required to become a Subsidiary Guarantor hereunder (which, for the purposes of this Section 5.9(c) , shall include (x) any Subsidiary created or acquired after the Closing Date by any Group Member that is not a Non-Guarantor Subsidiary and is not designated by the Borrower Representative pursuant to Section 5.12 , (y) any existing Group Member that ceases to be an Non-Guarantor Subsidiary and is not designated an Unrestricted Subsidiary by the Borrower Representative pursuant to Section 5.12 (including as contemplated by the definition of “Immaterial Subsidiary”), and (z) any Unrestricted Subsidiary that is designated or re-designated a Restricted Subsidiary and is not a Non-Guarantor Subsidiary), within ninety (90) days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the relevant Security Agreements as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the relevant Secured Parties, a perfected first priority security interest in the Capital Stock of such Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such Subsidiary (A) to execute and deliver to the Administrative Agent (I) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor and (II) a joinder agreement to the relevant Security Agreement, substantially in the form annexed thereto, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the

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benefit of the relevant Secured Parties a perfected security interest in the Collateral described in the relevant Security Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements or other filings in such jurisdictions as may be required by the relevant Security Agreement or by law or as may be requested by the Administrative Agent, and (C) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) With respect to any new Restricted Subsidiary that is directly owned by a Loan Party and is an Excluded Domestic Subsidiary or Foreign Subsidiary and is a Non-Guarantor Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Closing Date, within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the U.S. Security Agreement or Canadian Security Agreement, as applicable, and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Excluded Domestic Subsidiary’s or Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the relevant Secured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such Excluded Domestic Subsidiary or Foreign Subsidiary that is owned by any such Loan Party ( provided that in no event shall more than 65% of the total outstanding Capital Stock of any such Excluded Domestic Subsidiary or Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided , that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Excluded Domestic Subsidiary or Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and the compliance with the provisions of this Section 5.9(d) would result in the imposition of such stamp, excise or similar taxes on the Company and the Restricted Subsidiaries, the Administrative Agent may elect not to require the Loan Parties to pledge such Capital Stock of any such Excluded Domestic Subsidiary or Foreign Subsidiary or not to require such pledge to be recorded or registered in any applicable jurisdiction, or may defer such requirement to such date or time as the Administrative Agent may determine.

(e) With respect to any new Non-Guarantor Subsidiary created or acquired after the Closing Date by any Loan Party (but excluding any such Subsidiary that is an Excluded Domestic Subsidiary or Foreign Subsidiary and any Non-Guarantor Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or

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requires the consent of any Person party thereto (other than a Group Member)), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the relevant Security Agreements as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the relevant Secured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party (to the extent included in the definition of Collateral), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and (iii) cause such new Subsidiary Guarantor to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments.

(f) Notwithstanding anything to the contrary in this Agreement (i) no actions in any jurisdiction outside the United States and Canada shall be required in order to create any security interests in assets located or titled outside of the United States or Canada, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States and Canada (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States and Canada) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral, other than in respect of (x) certificated equity interests in the Company and the Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document, (y) intercompany notes and other promissory notes held by any Loan Party endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof and (z) DDAs and securities accounts that are not Excluded DDAs.

5.10 [Reserved] .

5.11 Further Assurances . At any time or from time to time upon the reasonable request of the Administrative Agent, at the expense of the Borrowers, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of the Loan Documents. In furtherance and not in limitation of the foregoing, the Loan Parties shall take such actions as the Administrative Agent may reasonably request from time to time (including the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, landlord’s consents and estoppels, stock powers, financing statements and other documents, the filing or recording of any of the foregoing, obtaining of title insurance with respect to any of the foregoing that relates to an interest in real property, and the delivery of stock certificates and other collateral with respect to which perfection is obtained by possession, in each case to the extent required by the applicable Security Documents) to ensure that the Finance Obligations are guaranteed by the Guarantors, on a first priority basis (subject to Permitted Priority Liens) and are secured by substantially all of the assets (other than those assets specifically excluded by the terms of this Agreement and the other Loan Documents) of the Loan Parties.

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5.12 Designation of Unrestricted Subsidiaries . The Borrower Representative may at any time after the Closing Date (upon direction from the board of directors of Holdings) designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, so long as (i) neither any Borrower nor JW Canada shall be designated as an Unrestricted Subsidiary, (ii) no Restricted Subsidiary shall be designated as an Unrestricted Subsidiary if at the time of such designation it holds ABL Priority Collateral, (iii) no Restricted Subsidiary shall be designated as an Unrestricted Subsidiary if at the time of such designation such Restricted Subsidiary holds Indebtedness of, Equity Interests in, or any Lien on the property of, a Loan Party, (iv) the Fixed Charge Coverage Ratio for the most recently completed Test Period is not less than 2.00 to 1.00 calculated on a pro forma basis giving effect to such designation or re-designation (as evidenced by a Transaction Certificate delivered to the Administrative Agent promptly before such designation or re-designation) and (v) no Default or Event of Default has occurred and is continuing both before and after giving effect to such designation or re-designation or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or such Restricted Subsidiary’s Investment in such Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under any Indebtedness permitted under Section 6.2 that is pari passu in right of payment with the Finance Obligations, and, in any event, any Indebtedness described in Section 6.2(b)(ii) or (b)(vi).

5.13 ERISA; Canadian Defined Benefit Plans .

(a) Cause each Common Controlled Entity to maintain all Plans that are presently in existence or may, from time to time, come into existence, in compliance with the terms of any such Plan, ERISA, the Code and all other applicable laws, except to the extent the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) None of the Canadian Borrowers or Restricted Subsidiaries that are Canadian Subsidiaries shall, without the consent of the Administrative Agent, (i) maintain, administer, contribute or have any liability in respect of any Canadian Defined Benefit Plan, or (ii) acquire an interest in any Person if such Person sponsors, maintains, administers or contributes to, or has any liability in respect of any Canadian Defined Benefit Plan.

5.14 Use of Proceeds . The proceeds of any Loans made on the Closing Date shall be used, together with the proceeds of the Term Loan Agreement, to pay the consideration for the Transactions, to pay costs and expenses related to the Transactions and for general corporate purposes (including acquisitions) of Holdings and its Subsidiaries. Thereafter, the proceeds from

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Advances (including Swingline Loans) and Letters of Credit shall be used for working capital, Capital Expenditures and general corporate purposes of Holdings and its Subsidiaries (including acquisitions) not in violation of the terms and conditions contained herein and in the other Loan Documents.

5.15 Appraisals . At any time that the Administrative Agent requests, the Borrowers shall allow the Administrative Agent, at the expense of the Borrowers, to appraise their Inventory and, in the case of the U.S. Borrowers, their Borrowing Base Equipment and Borrowing Base Real Property Collateral (including updates thereof); provided , that each appraisal of Inventory and Borrowing Base Equipment shall be conducted by an appraiser reasonably satisfactory to the Administrative Agent and, other than during an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to the Borrower Representative (it being understood that the persons engaged to conduct such appraisals prior to the Closing Date are satisfactory to the Borrower Representative). It is understood and agreed that, so long as no Event of Default has occurred or is continuing, the Administrative Agent and the Lenders shall only be permitted to conduct: (x) 2 such appraisals (or updates) with respect to Inventory per calendar year (or 1 such appraisal per calendar ~~upon~~ (i) following the expiration of the Systems Update Period or (ii) if at all times during such calendar year, (I) Global Excess Availability is greater than the greater of (a) 40% of the Global Loan Cap in effect at such time and (b) $100,000,000 and (II) the aggregate amount of the U.S. Usage plus the Canadian Usage does not exceed the aggregate amount of the U.S. Borrowing Base plus the Canadian Borrowing Base, in each case calculated without giving effect to clauses (b), (c) and (d) thereof ), (y) one such appraisal (or update) with respect to Borrowing Base Equipment per calendar year and (z) one such appraisal (or update) with respect to each parcel of Borrowing Base Real Property Collateral per a calendar year; provided , that in any calendar year during which an Enhanced Collateral Monitoring Period has occurred or is continuing, the Administrative Agent shall be entitled to conduct (x) 3 such appraisals (or updates) with respect to Inventory per calendar year (or 2 such appraisals per calendar year following the expiration of the Systems Update Period), (y) 2 such appraisals (or updates) with respect to Borrowing Base Equipment per calendar year, and (z) two such appraisals (or updates) with respect to each parcel of Borrowing Base Real Property Collateral per calendar year. For purposes of this Section 5.15 , it is understood and agreed that a single appraisal may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more Borrowers and their assets. The appraisals shall be prepared on a basis reasonably satisfactory to the Administrative Agent, and such appraisals and updates shall include, among other things, information required by applicable law and regulations.

5.16 Field Examinations; Physical Inventories .

(a) At any time that the Administrative Agent requests, at the expense of the Borrowers, the Borrowers shall allow the Administrative Agent to conduct field examinations or updates thereof during normal business hours of the Loan Parties; provided , that such field examinations shall be conducted by an examiner satisfactory to the Administrative Agent and, other than during an Enhanced Collateral Monitoring Period or if a Default or Event of Default has occurred and is continuing, reasonably satisfactory to the Borrower Representative (it being understood that the persons engaged to conduct such examinations prior to the Closing Date are satisfactory to the Borrower Representative). It is understood and agreed that, so long as no Event

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of Default has occurred and is continuing, the Administrative Agent and the Lenders may only conduct 2 such field examination (or updates) per calendar year (or 1 such field examination (or update) per calendar year (i) following the expiration of the Systems Update Period or (ii) if at all times during such calendar year, (I) Global Excess Availability is greater than the greater of (a) 40% of the Global Loan Cap in effect at such time and (b) $100,000,000 and (II) the aggregate amount of the U.S. Usage plus the Canadian Usage does not exceed the aggregate amount of the U.S. Borrowing Base plus the Canadian Borrowing Base, in each case calculated without giving effect to clauses (b), (c) and (d) thereof ) and one such field examination or update per calendar year upon the expiration of the Systems Update Period (each of which shall be at the sole expense of the Borrowers); provided , that if the Administrative Agent notifies the Borrower Representative that an Enhanced Collateral Monitoring Period exists, the Administrative Agent shall be entitled to request three such field examinations or updates per calendar year until the expiration of the Systems Update Period and two such field examinations or updates per calendar year upon the expiration of the Systems Update Period (each of which shall be at the sole expense of the Borrowers). For purposes of this Section 5.16 , it is understood and agreed that a single field examination may consist of examinations conducted at multiple relevant sites, both domestic and international, and involve one or more relevant Borrowers and their assets.

(b) The Borrowers shall cause (i) not less than one physical inventory of all of its locations to be undertaken each fiscal quarter taken substantially consistent with the practices in place on the Closing Date or as otherwise are reasonably satisfactory to the Administrative Agent of the Loan Parties and (ii) periodic cycle counts of Inventory to be undertaken at each location, in each case, at least once in each 12 month period, and at the expense of the Loan Parties, in accordance with the Loan Parties’ usual business practices, conducted using methodology routinely used by the Loan Parties in their ordinary course of business with respect to such Inventory counts or as otherwise consistent with standard and customary business practices, and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. During the Systems Update Period, the Administrative Agent will be permitted to oversee such physical inventory counts as it deems appropriate in its Permitted Discretion and the Borrowers shall be responsible for all reasonable expenses incurred in connection therewith.

5.17 Cash Management .

(a) Collection and Deposit Accounts.

(A) U.S. Facility . On or prior to the Closing Date, the U.S. Borrowers shall and shall cause each of the other U.S. Loan Parties to (A) establish and maintain one or more U.S. Collection DDAs with Wells Fargo (which U.S. Collection DDAs shall, in each case, be subject to a Depositary Bank Agreement among the applicable Borrower, the Administrative Agent and Wells Fargo) and take such reasonable steps to ensure that all of its and the other U.S. Loan Parties’ Account Debtors forward payment of the amounts owed by them directly to the U.S. Collection DDAs, and (B) deposit or cause to be deposited promptly, and in any event no later than the second Business Day after the date of receipt thereof, all of their collections into the U.S. Collection DDAs.

(B) Canadian Facility . On or prior to the Closing Date, the Canadian Borrowers shall and shall cause each of the other Canadian Loan Parties to (A) establish

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and/or maintain one or more Canadian Collection DDAs with a depository bank reasonably satisfactory to the Administrative Agent (which Canadian Collection DDAs shall, in each case, be subject to a Depositary Bank Agreement among the applicable Borrower, the Administrative Agent and the applicable depository bank) and take such reasonable steps to ensure that all of its and the other Canadian Loan Parties’ Account Debtors forward payment of the amounts owed by them directly to the Canadian Collection DDA, and (B) deposit or cause to be deposited promptly, and in any event no later than the second Business Day after the date of receipt thereof, all of their collections into the Canadian Collection DDA.

(C) Other DDAs . The Loan Parties shall cause each of their DDAs and securities accounts not constituting Collection DDAs (other than Excluded DDAs) to be subject to a Depositary Bank Agreement among the applicable Loan Party, the Administrative Agent and the applicable depository bank.

(b) Cash Dominion.

(i) U.S. Facility . At all times during a Cash Dominion Period (including the first and last day thereof), all amounts in the U.S. Collection DDAs shall be remitted daily to the U.S. Agent’s Account and shall be applied by the Administrative Agent on a daily basis to the U.S. Finance Obligations outstanding and thereafter to the U.S. Borrowers (to be wired to the U.S. Designated Account) or such other Person entitled thereto under applicable law.

(ii) Canadian Facility . At all times during a Cash Dominion Period (including the first and last day thereof), all amounts in the Canadian Collection DDAs shall be remitted daily to the Canadian Agent’s Account and shall be applied by the Administrative Agent on a daily basis to the Canadian Finance Obligations outstanding and thereafter to the Canadian Borrowers (to be wired to the Canadian Designated Account) or such other Person entitled thereto under applicable law.

(c) Cash Management at Wells Fargo . The U.S. Borrowers establish and/or maintain their primary depository and treasury management relationships with Wells Fargo or its Affiliates. In furtherance of the foregoing, each U.S. Collection DDA shall be maintained at Wells Fargo at all times during the term of this Agreement.

5.18 Post-Closing Obligations . Notwithstanding the conditions precedent set forth in Section 4.1 above, the Borrowers have informed the Administrative Agent and the Lenders that certain items required to be delivered to Administrative Agent or otherwise satisfied as conditions precedent to the effectiveness of this Agreement will not be delivered to Administrative Agent as of the date hereof. As an accommodation to the Borrowers, the Administrative Agent and the Lenders have agreed to make the Loans available under this Agreement notwithstanding that such conditions to closing have not been satisfied (but subject to the other conditions set forth herein). In consideration of such accommodation, the Borrowers hereby agree to take, and cause each other Loan Party to take, each of the actions described on Schedule 5.18 attached hereto, in each case in the manner and by the dates set forth thereon, or such later dates as may be agreed to by Administrative Agent in its sole discretion.

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SECTION 6. NEGATIVE COVENANTS.

Holdings and the other Loan Parties hereby jointly and severally agree that, until all Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized, each of Holdings and the Company shall, and shall cause the Restricted Subsidiaries to comply with this Section 6 .

6.1 Fixed Charge Coverage Ratio . Upon the occurrence an during the continuance of any Financial Covenant Trigger Period, the Company and the Restricted Subsidiaries, on a consolidated basis, will not, without the consent of the Required Lenders, permit the Fixed Charge Coverage Ratio, calculated on the last day of the most recently completed period for which financial statements were delivered (or required to be delivered) pursuant to Section 5.1(a) , (b) or (c) , to be less than 1.0 to 1.0.

6.2 Limitation on Incurrence of Indebtedness

(a) Subject to Section 6.2(b) below, the Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness).

(b) The limitations set forth in Section 6.2(a) shall not apply to (collectively, “ Permitted Debt ”):

(i) Indebtedness Incurred pursuant to this Agreement and any other Loan Document;

(ii) Indebtedness Incurred pursuant to the Term Loan Agreement in an aggregate principal amount not to exceed $ 77 1,611,637, 5 ~~,000,0~~ 00 plus the principal amount of incremental facilities (the “ Term Loan Incremental Facilities ”) incurred from time to time under the Term Loan Agreement; provided that (A) such Term Loan Incremental Facilities are permitted to be incurred under the Term Loan Agreement as in effect on the Amendment No. 2 Effective Date, (B) Indebtedness Incurred under such Term Loan Incremental Facilities is subject to the ABL-Term Intercreditor Agreement and (C) the Indebtedness Incurred under such Term Loan Incremental Facilities does not require any amortization of more than 5.0% of the original principal amount thereof prior to the date that is ninety-one (91) days after the Revolving Termination Date;

(iii) Indebtedness existing on the Closing Date (other than Indebtedness described in clauses (i) and (ii) of this Section 6.2(b) ), provided that in Indebtedness in excess of $7,500,000 shall be listed on Schedule 6.2 hereto;

(iv) Reserved;

(v) Reserved;

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(vi) Indebtedness of the Company or any of the Restricted Subsidiaries in any amount so long as each of the following conditions are met: (i) such Indebtedness does not require amortization of more than 5.0% of the original principal amount thereof prior to the date that is ninety-one (91) days after the Revolving Termination Date, (ii) no Event of Default has occurred and is continuing at the time such Indebtedness is incurred and (iii) the Fixed Charge Coverage Ratio for the most recently ended Test Period would be (x) to the extent the aggregate principal amount of all such Indebtedness Incurred after the Closing Date calculated on a pro forma basis after giving effect to all such Indebtedness pursuant to this clause (vi) equals or exceeds $100,000,000, at least 1.2 to 1.0 or (y) to the extent the aggregate principal amount of all such Indebtedness Incurred after the Closing Date calculated on a pro forma basis after giving effect to all such Indebtedness pursuant to this clause (vi) does not exceed $100,000,000, the Fixed Charge Coverage Ratio for the applicable Test Period would be at least 1.0 to 1.0 calculated on a pro forma basis after giving effect to such Incurrence); provided , that for any single or series of related Incurrences under this clause (vi) in excess of $ 1 2 0,000,000, the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before any such Incurrences evidencing compliance with the foregoing;

(vii) Indebtedness (including Capitalized Lease Obligations, mortgage financings or purchase money obligations) Incurred by the Company or any of its Restricted Subsidiaries to finance or Refinance, all or any part of the acquisition, purchase, lease, construction, design, installation, repair, replacement or improvement of property (real or personal), plant or equipment or other fixed or capital assets used or useful in the business of the Company or its Restricted Subsidiaries in an aggregate principal amount, including all Indebtedness Incurred to renew, refund, Refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (vii) , not to exceed the greater of $50,000,000 and 2.25% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding;

(viii) Indebtedness (x) in respect of any bankers’ acceptance, bank guarantees, discounted bill of exchange or the discounting or factoring of receivables for credit management purposes, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business and (y) constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided that upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing;

(ix) Indebtedness arising from agreements of the Company or any of the Restricted Subsidiaries providing for indemnification in connection with a Permitted Acquisition or disposition of any business, assets or a Subsidiary of the Company in accordance with the terms of this Agreement;

(x) Reserved.

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(xi) Indebtedness of (a) a Restricted Subsidiary to the Company or (b) the Company or any Restricted Subsidiary to any other Restricted Subsidiary; provided , however that if a Loan Party Incurs such Indebtedness to a Restricted Subsidiary that is not a Loan Party, such Indebtedness is expressly subordinated in right of payment to the Loans or the Guarantee of such Loan Party, as the case may be, and is permitted pursuant to Section 6.3 ; provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness;

(xii) Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Agreement to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases;

(xiii) obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of the Restricted Subsidiaries in the ordinary course of business;

(xiv) so as no Event of Default has occurred or is continuing both before and after giving effect to such Incurrence or would result therefrom, Indebtedness in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xiv) , does not exceed the greater of $75,000,000 and 3.25% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding;

(xv) any guarantee by the Company or any of the Restricted Subsidiaries of Indebtedness or other obligations of the Company or any of the Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by the Company or such Restricted Subsidiary is permitted under the terms of this Agreement and, in the event of a guarantee of an obligation of a Person in another country of origin, such Investment is otherwise permitted hereunder; provided that guarantees by a Loan Party of Indebtedness or other obligations of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.3 ; provided , further , that if such Indebtedness is by its express terms subordinated in right of payment to the Loans or the Guarantee of any such Loan Party, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Guarantee of such Loan Party substantially to the same extent as such Indebtedness is subordinated to the Loans or the Guarantee of such Loan Party, as applicable;

(xvi) any Indebtedness Incurred pursuant to Sale Leaseback Transactions permitted pursuant to Section 6.9 ;

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(xvii) the Incurrence by the Company or any of the Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary of the Company that serves to refund, Refinance, replace or defease any Indebtedness Incurred as permitted under clauses (b)(ii) ( provided any such Refinancing is in compliance with the terms of the ABL-Term Intercreditor Agreement), (b)(iii) and (b)(xiv) of this Section 6.2(b) or any Indebtedness Incurred to so refund or Refinance such Indebtedness including any additional Indebtedness Incurred to pay accrued and unpaid interest, fees and expenses, including any premium and defeasance costs in connection therewith (subject to the following proviso, “ Refinancing Indebtedness ”) prior to its respective maturity; provided , however that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, being refunded or Refinanced;

(B) has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being refunded or refinanced;

(C) to the extent such Refinancing Indebtedness Refinances Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness;

(D) is Incurred in an aggregate principal amount (or if issued with original issue discount an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced plus (y) the amount necessary to pay accrued and unpaid interest, fees and expenses, including any premium and defeasance costs Incurred in connection with such Refinancing; and

(E) shall not include (x) Indebtedness of a Subsidiary that is not a Guarantor that Refinances Indebtedness of the Borrowers; (y) Indebtedness of a Subsidiary that is not a Guarantor that Refinances Indebtedness of a Guarantor; or (z) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

(xviii) Indebtedness arising from (x) Cash Management Services and (y) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that, in the case of this clause (y) , such Indebtedness is extinguished within ten Business Days of its Incurrence;

(xix) Indebtedness of the Company or any of the Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant to this Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(xx) Contribution Indebtedness;

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(xxi) Indebtedness of the Company or any of the Restricted Subsidiaries consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements;

(xxii) Indebtedness Incurred under any Tower LLC Loan so long as (x) the Indebtedness as to which such Tower LLC Loan relates is otherwise permitted hereunder, and (y) the principal amount any Tower LLC Loan does not exceed the principal amount of such related Indebtedness; [reserved];

(xxiii) Indebtedness (A) of any Person that becomes or is merged with or into the Company or any of its Restricted Subsidiaries in connection with a Permitted Acquisition; provided that (I) such Indebtedness exists at the time such Person becomes or is merged with or into the Company or any of its Restricted Subsidiaries and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (II) unless Global Excess Availability on such date and for each day during the 30-day period immediately preceding such date is equal to or greater than the Level 1 Availability Trigger Amount (calculated on a pro forma basis after giving effect to such Incurrence), such Indebtedness shall not exceed the greater of $20,000,000 and 1.0% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding and (B) incurred by the Company or any of its Restricted Subsidiaries to finance all or a portion of the purchase price in connection with an acquisition permitted by Section 6.3 ; provided that in the case of this clause (xxiii)(B) , the Fixed Charge Coverage Ratio for the most recently ended Test Period (x) is at least 2.0 to 1.0 calculated on a pro forma basis or (y) would not be less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such acquisition or merger; provided , further , that in the case of both clauses (A) and (B) , for any single or series of related Incurrences under such clauses, the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before any such Incurrences evidencing compliance with the foregoing;

(xxiv) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Finance Obligations;

(xxv) Guarantees (A) Incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) subject to Section 6.2(b)(xxix) , otherwise constituting Investments permitted under this Agreement;

(xxvi) Indebtedness issued by the Company or any of the Restricted Subsidiaries to current or former employees, directors, managers and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent described in Section 6.3(b)(iv) ;

(xxvii) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of business of the Company or the Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and the Restricted Subsidiaries;

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(xxviii) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(xxix) Indebtedness Incurred by Restricted Subsidiaries that are not Loan Parties not to exceed the greater of $200,000,000 and 8.50% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding; provided that no portion of such Indebtedness shall be guaranteed by, be recourse to, or otherwise obligate a Loan Party (such liability being, a “ Loan Party Guarantee ”), or subject, directly or indirectly, contingently or otherwise any property or asset of a Loan Party to a Lien, in each case unless permitted under Section 6.3 ; and

(xxx) Indebtedness of joint ventures not to exceed the greater of $20,000,000 and 1.0% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding.

(c) For purposes of determining compliance with this Section 6.2 , in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt, the Borrower Representative shall, in its sole discretion, at the time of Incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.2 . For purposes of determining compliance with this Section 6.2 , with respect to Indebtedness Incurred, reborrowings of amounts previously repaid pursuant to “cash sweep” provisions or any similar provisions that provide that Indebtedness is deemed to be repaid daily (or otherwise periodically) shall only be deemed for purposes of this Section 6.2 to have been Incurred on the date such Indebtedness was first Incurred and not on the date of any subsequent reborrowing thereof. Accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 6.2 (it being understood that any Indebtedness Incurred with an original issue discount will be valued at 100% of the face amount thereof). For the avoidance of doubt, the outstanding principal amount of any particular Indebtedness shall be counted only once. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness, provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 6.2 .

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U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced.

6.3 Limitation on Restricted Payments; Investments .

(a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly:

(i) pay any dividend or make any distribution on account of Holdings’, the Company’s or any of the Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger or consolidation involving the Company (other than dividends, payments or distributions (A) payable solely in Equity Interests (other than Disqualified Stock) of the Company or to the Company and the Restricted Subsidiaries; or (B) by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or another Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(ii) purchase or otherwise acquire or retire for value any Equity Interests of Holdings, any Borrower or any other direct or indirect parent of any Borrower;

(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under Section 6.2(b)(xi) );

(iv) make any voluntary principal payment on or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any portion of the Term Loans ~~or the Tower LLC Loan related thereto~~ ;

(v) make any Restricted Investment; or

(vi) make any payments under the Management Agreement.

(all such payments and other actions set forth in clauses (i) through (iv) above, other than any of the exceptions thereto, being collectively referred to as “ Restricted Payments ”).

(b) The provisions of Section 6.3(a) will not prohibit:

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(i) the payment of any dividend or distribution or consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of this Agreement;

(ii) the Amendment No. 1 Distribution and any Additional Amendment No. 1 Distributions;

(iii) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Company or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company or a Restricted Subsidiary that is Incurred in accordance with Section 6.2 so long as:

(1) the principal amount of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value ( plus accrued and unpaid interest, fees and expenses, including any premium and defeasance costs, required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired plus any fees and expenses Incurred in connection therewith, including reasonable tender premiums);

(2) such Indebtedness is subordinated to the Facilities or the related Guarantee, as the case may be, at least to the same extent as the Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

(3) such Indebtedness has a final scheduled maturity no earlier than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired; and

(4) such Indebtedness has a Weighted Average Life to Maturity that is not less than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired;

(iv) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the purchase, retirement, redemption or other acquisition (or the payment of dividends to the Company or any other direct or indirect parent of the Company for value) of Equity Interests of the Company or any other direct or indirect parent of the Company held by any future, present or former employee or director of the Company or any direct or indirect parent of the Company or any Subsidiary of the Company or their estates or the beneficiaries of such estates pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other similar agreement or arrangement; provided that the aggregate amounts paid under this clause (iv) do not exceed $10,000,000 in any calendar year, which shall increase to

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$15,000,000 subsequent to the consummation of an Initial Public Offering by the Company or any direct or indirect parent of the Company (with unused amounts in any calendar year being carried over to the immediately succeeding calendar year subject to a maximum (without giving effect to the following proviso) of $15,000,000 in any calendar year, which shall increase to $25,000,000 subsequent to the consummation of an Initial Public Offering by the Company or any direct or indirect parent of the Company); provided, further , that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Company or any other direct or indirect parent of the Company (to the extent contributed to the Company) to members of management, directors or consultants of the Company or its Restricted Subsidiaries or any other direct or indirect parent of the Company that occurs after the Closing Date; plus

(B) the cash proceeds of key man life insurance policies received by the Company or any direct or indirect parent of the Company (to the extent contributed to the Company) after the Closing Date;

provided that the Borrower Representative may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year; in addition, cancellation of Indebtedness owing to the Company from any current or former officer, director or employee (or any permitted transferees thereof) of the Company or any of the Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Company from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section 6.3 or any other provisions of this Agreement;

(v) Reserved.

(vi) Reserved.

(vii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the payment of dividends or distributions or the purchase or other acquisition or retirement for value of any Equity Interests of Holdings or any other direct or indirect parent of any Borrower so long as either (A) Global Excess Availability on the date of such Restricted Payment and for each day during the 30-day period immediately preceding such date is equal to or greater than the Level 3 Availability Trigger Amount on a pro forma basis giving effect to such Restricted Payment or (B) both (x) Global Excess Availability on the date of such Restricted Payment and for each day during the 30-day period immediately preceding such date is equal to or greater than the Level 2 Availability Trigger Amount and (y) the Fixed Charge Coverage Ratio for the applicable Test Period is not less than 1.1 to 1.0, in each case calculated on a pro forma basis giving effect to such Restricted Payment; provided that for any single or series of related payments in excess of $ 1 2 0,000,000 made pursuant to this clause (vii) , the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before the making of any such Restricted Payment evidencing compliance with the foregoing;

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(viii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the redemption, repurchase, defeasance, retirement or other acquisition of any Subordinated Indebtedness of the Company or any direct or indirect parent of the Company so long as Global Excess Availability on the date of such prepayment and for each day during the 30-day period immediately preceding such date is equal to or greater than the Level 2 Availability Trigger Amount and the Fixed Charge Coverage Ratio for the applicable Test Period is not less than 1.1 to 1.0, in each case calculated on a pro forma basis giving effect to such prepayment; provided that for any single or series of related payments in excess of $ 1 2 0,000,000 made pursuant to this clause (viii) , the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before the making of any such payment evidencing compliance with the foregoing;

(ix) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, acquisitions by the Company or any Restricted Subsidiary of the majority of the Capital Stock of Persons or of assets constituting a division or business unit of, or all or substantially all of the assets of a Person (including in connection with an Approved European Acquisition) (each a “ Permitted Acquisition ”); provided , that (i) no Default or Event of Default has occurred or is continuing both before and after giving effect to such Permitted Acquisition or would result therefrom, (ii) the line of business of the acquired entity shall be similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses conducted by the Company and the Restricted Subsidiaries, (iii) any Person acquired shall become, and any Person acquiring assets shall be, a Restricted Subsidiary (unless designated as an Unrestricted Subsidiary), (iv) the board of directors (or organizational equivalent) and, if required by applicable law, the equityholders of the acquired entity, shall have consented to such acquisition, (v) the Permitted Acquisition must constitute a Permitted Investment permitted to be incurred pursuant to clause (6) , (9) and/or (22) of such definition and (vi) Holdings, the Borrowers and such Restricted Subsidiary shall take, and shall cause such Person to take, all actions required under Section 5.9 in connection therewith; provided , that the inclusion of any assets of a Borrower acquired pursuant to a Permitted Acquisition in any Borrowing Base shall be subject to the completion of all field examinations, appraisals and other necessary diligence related thereto and to all eligibility criteria;

(x) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) prior to any Initial Public Offering by the Company or any direct or indirect parent of the Company, Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (x) , not to exceed $30,000,000 and (B) on or after any Initial Public Offering by the Company or any direct or indirect parent of the Company, the greater of (I) the amount of Restricted Payments available to be made pursuant to subclause (A) of this clause (x) and (II) the net proceeds received by the Company or any direct or indirect parent of the Company from such Initial Public Offering not to exceed, on a per annum basis, 6% of the market capitalization of the common stock issued in such Initial Public Offering;

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(xi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the distribution, as a dividend or otherwise, of shares of Capital Stock or other securities of, or Indebtedness owed to, the Company or any of the Restricted Subsidiaries, Unrestricted Subsidiaries;

(xii) so long as the Company or any of the Restricted Subsidiaries is a member of a group filing a consolidated, unitary combined or similar income tax return, the payment of any dividends or other distributions to any direct or indirect parent of the Company or a Restricted Subsidiary in amounts required for such parent to pay U.S. federal, state, foreign and/or local income taxes (as the case may be) imposed on a consolidated, combined, unitary or similar basis to the extent such income taxes are attributable to the income of a Group Member (and, to the extent of the amounts actually received by a Group Member from an Unrestricted Subsidiary, amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiary paid to a Group Member), as the case may be; provided that in each case the amount of such payments in respect of any tax year does not exceed the amount that the Company or such Restricted Subsidiary, as the case may be, would have been required to pay in respect of U.S., federal, state, foreign and local taxes (as the case may be) for such year had the Company or such Restricted Subsidiary paid such taxes as a stand-alone taxpayer (or stand-alone group) (reduced by any such taxes paid directly by the Company or such Restricted Subsidiary);

(xiii) the payment of dividends, other distributions or other amounts to, or the making of loans to any direct or indirect parent, in the amount required for such entity to, if applicable:

(A) pay reasonable amounts equal to the amounts required for any direct or indirect parent of the Company to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of the Company or any direct or indirect parent of the Company, if applicable, and general corporate operating, overhead, legal, accounting and other professional fees and expenses of any direct or indirect parent of the Company, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Company, if applicable, and its Subsidiaries and in order to permit such parent to make such payments;

(B) pay, if applicable, amounts equal to amounts required for any direct or indirect parent of the Company, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Company or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, the Company or any of its Restricted Subsidiaries Incurred in accordance with Section 6.2 ;

(C) pay reasonable fees and expenses Incurred by any direct or indirect parent, other than to Affiliates of the Company, related to any equity or debt offering of such parent regardless of whether such offering is successful; and

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(D) payments to the Sponsor (a) pursuant to the Management Agreement or any amendment thereto (so long as such amendment is not less advantageous to the Lenders in any material respect than the Management Agreement) or (b) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, in each case to the extent permitted under Section 6.6(b)(xii) and (xiii) ;

(xiv) repurchases of Equity Interests deemed to occur without any cash payment therefor upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

(xv) Restricted Payments to any direct or indirect parent of the Company in connection with the funding of ESOP distributions that are required by the terms of the ESOP then in effect (whether pursuant to the terms thereof or otherwise as required by applicable Law);

(xvi) the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Company and its Restricted Subsidiaries in connection with a change of control or an Asset Sale that is permitted under Section 6.5 and the other terms of this Agreement;

(xvii) any joint venture that is not a Restricted Subsidiary may make Restricted Payments required or permitted to be made pursuant to the terms of the joint venture arrangements to holders of its Equity Interests;

(xviii) any Restricted Payments made with the proceeds of any Specified Disposition;

(xix) the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Company;

(xx) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the voluntary prepayment, retirement or other acquisition of any portion of the Term Loans ~~or the Tower LLC Loan related thereto~~ so long as Global Excess Availability on the date of such prepayment and for each day during the 30-day period immediately preceding such date is equal to or greater than the Level 2 Availability Trigger Amount calculated on a pro forma basis giving effect to such prepayment; provided that for any single or series of related payments in excess of $ 1 2 0,000,000 made pursuant to this clause (xx) , the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before the making of any such payment evidencing compliance with the foregoing; ~~and~~

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(xxi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the redemption, repurchase, defeasance, retirement or other acquisition of any Subordinated Indebtedness of the Company or any direct or indirect parent of the Company, taken together with all other redemptions, repurchases, defeasances, retirements or other acquisitions of any Subordinated Indebtedness pursuant to this clause (xxi) , in an amount not to exceed $10,000,000 in the aggregate ; and

(xxii) Restricted Payments made to fund obligations of Holdings from time to time under the Tax Receivable Agreement then due and payable in respect of tax savings already realized by Holdings and its Subsidiaries; provided, however, that to the extent (i) the Tax Receivable Agreement is amended in a manner that increases the payment obligations of Holdings or adds new payment obligations of Holdings or (ii) any obligations under the Tax Receivable Agreement are accelerated, such increased or additional amount or accelerated amount will not be permitted to be distributed under this Section 6.3(b)(xxii), but may, for the avoidance of doubt, be made to the extent otherwise permitted pursuant to another clause of this Section 6.3(b) .

(c) For purposes of this Section 6.3 , if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Borrower Representative may divide and classify such Investment or Restricted Payment in any manner that complies with this Section 6.3 and may later divide and reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

6.4 Dividend and Other Payment Restrictions Affecting Subsidiaries . The Company shall not, and shall not permit any of the Restricted Subsidiaries that is not a Guarantor, to, directly or indirectly create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:

(a) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any of the Restricted Subsidiaries;

(b) make loans or advances to the Company or any of the Restricted Subsidiaries; or

except in each case for such encumbrances or restrictions existing under or by reason of:

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(i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;

(ii) this Agreement, the Loan Documents, the Term Loan Documents and, in each case, any guarantees thereof;

(iii) applicable law or any applicable rule, regulation or order;

(iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary that was in existence at the time of such acquisition or at the time it merges with or into the Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;

(v) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or Disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary to the extent such sale or Disposition is permitted hereunder;

(vi) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 6.2 and 6.7 that limit the right of such Person to dispose of the assets securing such Indebtedness;

(vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(viii) customary and usual provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;

(ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 6.4 on the property so acquired;

(x) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 6.4 on the property subject to such lease, license, contract or agreement;

(xi) Reserved;

(xii) other Indebtedness of any Restricted Subsidiary of the Company that is Incurred subsequent to the Closing Date pursuant to Section 6.2 ; provided that either

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(A) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower Representative in good faith) or (B) such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those, in the case of encumbrances, outstanding on the Closing Date, and in the case of restrictions, contained in this Agreement;

(xiii) any Restricted Investment not prohibited by Section 6.3 and any Permitted Investment;

(xiv) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;

(xv) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced;

(xvi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;

(xvii) any encumbrances or restrictions of the type referred to in clauses (a) , (b) and (c) of this Section 6.4 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Representative, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this Section 6.4 , (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

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6.5 Asset Sales . The Company shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless:

(a) the Company or any of the Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Borrower Representative) of the Equity Interests issued or assets sold or otherwise disposed of;

(b) immediately before and after giving effect to such Asset Sale, no Event of Default has occurred or is continuing or would result therefrom;

(c) at least 75.0% of the consideration therefore received by such Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto or, if incurred, increased or decreased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence, increase or decrease had taken place on the date of such balance sheet, as reasonably determined in good faith by the Borrower Representative) of the Company or any Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to the Finance Obligations) that are assumed by the transferee (or a third party on behalf of the transferee) of any such assets or Equity Interests pursuant to an agreement that releases or indemnifies the Company or such Restricted Subsidiary (or a third party on behalf of the transferee), as the case may be, from further liability;

(ii) any notes or other obligations or other securities or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received);

(iii) any Designated Non-cash Consideration received by the Company or any of the Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (being measured at the time received and without giving effect to subsequent changes in value), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $20,000,000 and 1.0% of Total Assets (at the time of the receipt of such Designated Non-cash Consideration);

(iv) Indebtedness of any Restricted Subsidiary of the Company that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such Asset Sale; and

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(v) consideration consisting of Indebtedness of a Borrower or any Guarantor received from Persons who are not the Company or a Restricted Subsidiary,

shall each be deemed to be Cash Equivalents for the purposes of this Section 6.5 ; and

(d) in the case of an Asset Sale of ABL Priority Collateral made outside of the ordinary course of business of the Borrowers or any other applicable Loan Party, the following additional conditions are met: (x) Global Excess Availability exceeds the Level 1 Availability Trigger Amount calculated on a pro forma basis both before and after giving effect to such Asset Sale and (y) such Asset Sale does not exceed $10,000,000 in any single or series of related sales and, when taken together with all other Asset Sales of ABL Priority Collateral made during any fiscal year, does not exceed $20,000,000 in the aggregate in such fiscal year; provided that for any single or series of related Asset Sales made as provided in clause (d) , the Borrower Representative shall have delivered a Transaction Certificate to the Administrative Agent promptly before any such Asset Sale is consummated evidencing compliance with the foregoing; provided , further , that Administrative Agent may, in its Permitted Discretion and without prior notice to the Borrower Representative, impose a Reserve equivalent to the anticipated diminution of any Borrowing Base resulting from such Asset Sale until the delivery by the Borrower Representative of a Borrowing Base Certificate giving effect to such Asset Sale.

6.6 Transactions with Affiliates .

(a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company or such Restricted Subsidiary, unless such transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Company or the relevant Restricted Subsidiary with an unrelated Person.

(b) The foregoing provisions will not apply to the following:

(i) transactions between or among the Company and/or any of the Restricted Subsidiaries of the Company (or an entity that becomes a Restricted Subsidiary as a result of such transaction);

(ii) Restricted Payments permitted by Section 6.3 (including any payments that are exceptions to the definition of Restricted Payments set forth in Section 6.3(a)(i) through (iv) ) and (B) Permitted Investments;

(iii) transactions pursuant to compensatory, benefit and incentive plans and agreements with officers, directors, managers or employees of the Company or any of the Restricted Subsidiaries approved by a majority of the Board of Directors of the Company in good faith;

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(iv) the payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, former, current or future officers, directors, managers, employees or consultants of the Company or any Restricted Subsidiary or any direct or indirect parent of the Company;

(v) transactions in which the Company or any of the Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 6.6 ;

(vi) payments, loans or advances to employees or consultants or guarantees in respect thereof (or cancellation of loans, advances or guarantees) for bona fide business purposes in the ordinary course of business;

(vii) any agreement, instrument or arrangement as in effect as of the Closing Date and set forth on Schedule 6.6 or any transaction contemplated thereby, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Closing Date as reasonably determined by the Borrower Representative in good faith (it being understood that any amendments or modifications to the Wendt Trust Loan shall not be materially disadvantageous));

(viii) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date, and any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Closing Date shall only be permitted by this clause (viii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the Lenders in any material respect than the original transaction, agreement or arrangement as in effect on the Closing Date;

(ix) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to the Company and the Restricted Subsidiaries in the reasonable determination of the Borrower Representative, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and are in compliance with Section 6.6(a) ;

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(x) ~~the Tower Transaction, the Tower Borrower Release,~~ the Transactions and ~~, in each case,~~ transactions reasonably related thereto;

(xi) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Company;

(xii) the payment of annual management, consulting, monitoring and advisory fees to the Sponsor pursuant to the Management Agreement to the Sponsor in an aggregate amount in any fiscal year not to exceed $2,000,000, plus all reasonable indemnities and out-of-pocket and reasonable expenses Incurred by the Sponsor or any of its Affiliates in connection with the performance of management, consulting, monitoring, advisory or other services with respect to the Company and the Restricted Subsidiaries, plus any applicable termination fee paid pursuant to such Management Agreement;

(xiii) payments by the Company or any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are (x) made pursuant to agreements with the Sponsor as in effect on the Closing Date or (y) approved by a majority of the Board of Directors of the Company or any direct or indirect parent of the Company in good faith;

(xiv) any contribution to the capital of the Company or any Restricted Subsidiary otherwise permitted hereunder;

(xv) transactions permitted by, and complying with, the provisions of Section 6.8 ;

(xvi) transactions between the Company or any of the Restricted Subsidiaries and any Person, a director of which is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person;

(xvii) pledges of Equity Interests of Unrestricted Subsidiaries;

(xviii) any employment agreements, option plans and other similar arrangements entered into by the Company or any of the Restricted Subsidiaries with employees or consultants in the ordinary course of business;

(xix) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of a the Company or of a Restricted Subsidiary of the Company or any direct or indirect parent of the Company or of a Restricted Subsidiary, as appropriate, in good faith;

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(xx) the entering into of any tax sharing agreement or arrangement or the Tax Receivable Agreement and any payments permitted by Section 6.3(b)(xii ) or Section 6.3(b)(xxii ) ;

(xxi) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions;

(xxii) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Company or any of the Restricted Subsidiaries with current, former or future officers and employees of the Company or any of its respective Restricted Subsidiaries and the payment of compensation to officers and employees of the Company or any of its respective Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

(xxiii) Reserved.

(xxiv) non-cash loans and advances to officers and directors to purchase the Equity Interests of the Company (or any direct or indirect parent thereof) or any of the Restricted Subsidiaries;

(xxv) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of the Restricted Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

(xxvi) any agreement that provides customary registration rights to the equity holders of the Company or any direct or indirect parent of the Company and the performance of such agreements;

(xxvii) payments to and from and transactions with any joint venture in the ordinary course of business; provided that such joint venture is not controlled by an Affiliate (other than a Restricted Subsidiary) of the Company;

(xxviii) transactions between any Group Member and any Person that is an Affiliate thereof solely due to the fact that a director of such Person is also a director of Holdings or any direct or indirect parent of Holdings; provided that such director abstains from voting as a director of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person; and

(xxix) transactions with a value not to exceed $10,000,000 in the aggregate during any fiscal year.

6.7 Liens . The Company shall not, and shall not permit any of the Restricted Subsidiaries to, grant, create, Incur or suffer to exist any Lien (other than Permitted Liens) on any asset or property of the Company or any Restricted Subsidiary.

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6.8 Merger, Consolidation or Sale of All or Substantially All Assets .

(a) The Company shall not consolidate or merge or amalgamate with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person.

(b) No Borrower (other than the Company) will, and the Borrower Representative will not permit any such Borrower to, consolidate or merge or amalgamate with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or substantially all of its properties or assets in one or more related transactions to, any Person unless such Borrower is the surviving company.

(c) No Guarantor will, and the Borrower Representative will not permit any such Guarantor to, consolidate or merge or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or substantially all of its properties or assets in one or more related transactions to, any Person (herein called the “ Successor Guarantor ”) (other than the Transactions) unless (i) the surviving company (or company to which such assets are transferred) in such liquidation, merger, amalgamation, sale, transfer or other disposition is a Borrower (other than the Company) or a Guarantor residing in the same country of origin; or (ii):

(A) such sale or disposition or consolidation, merger or amalgamation is not in violation of Section 6.5 ;

(B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing;

(C) the Successor Guarantor (if other than a Borrower (other than the Company) or a Guarantor) shall have delivered or caused to be delivered to the Administrative Agent an Officer’s Certificate stating and an opinion of counsel (which may be subject to customary assumptions and exclusions) that such consolidation, merger, amalgamation or transfer complies with this Agreement; and

(D) the Successor Guarantor expressly assumes all the obligations of such Borrower under this Agreement and the other Loan Documents, pursuant to a Guarantor Joinder Agreement.

The Successor Guarantor will succeed to, and be substituted for, such Guarantor under this Agreement and such Guarantor’s obligations and Guarantee. Notwithstanding the foregoing, (x) a Guarantor (other than a Canadian Loan Party) may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Borrower or Guarantor in another state of the United States, the District of Columbia or any territory of the

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United States, so long as the amount of Indebtedness of such Guarantor is not increased thereby, (y) a Guarantor may merge or amalgamate or consolidate with or transfer all or part of its properties or assets to a Borrower or another Guarantor with the same country of origin and (z) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Borrower or Guarantor or any of the jurisdictions set forth in clause (x) of this sentence.

6.9 Sale Leaseback Transactions . The Company shall not, and shall not permit any of the Restricted Subsidiaries to, enter into any Sale Leaseback Transaction unless such Sale Leaseback Transaction does not consist of ABL Priority Collateral.

6.10 Changes in Fiscal Year . The Company shall not change the fiscal year of the Company to end on a day other than December 31.

6.11 Negative Pledge Clauses . The Company shall not, and shall not permit any of the Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements evidencing or governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business, (d) any agreement in effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder, (f) restrictions and conditions existing on the Closing Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries and (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements.

6.12 Lines of Business; Holding Company Covenant . (a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, enter into any business, either directly or through any Restricted Subsidiary, except for those businesses in which the Company and the Restricted Subsidiaries are engaged on the Closing Date or that are reasonably related, complementary or ancillary thereto and reasonable extensions thereof; (b) Holdings shall not Incur any material Indebtedness or material liabilities, own any material assets or engage in any business or activity other than (i) the ownership of all outstanding Capital Stock in the Company, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative

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activities as the parent of the consolidated group of companies including the other Group Members or other Subsidiaries of Holdings, (iv) the performance of obligations under the Loan Documents to which it is a party, (v) making and receiving Restricted Payments and Investments to the extent permitted by Section 6.3 , (vi) Indebtedness Incurred (by way of the guarantee) pursuant to
Section 6.2(b)(i) , (b)(ii) , (b)(iii) , (b)(vi) , (b)(viii) , (b)(ix) , (b)(xii) , (b)(xiii) , (b)(xv) , (b)(xvii) , (b)(xviii) , (b)(xix) , (b)(xx) , (b)(xxi) , (b)(xxv) , (b)(xxvi) and (b)(xxvii) ; (vii) transactions among Group Members and other Subsidiaries of Holdings permitted by this Agreement ~~and (viii~~ , (viii) entering into and performing its obligations under the Tax Receivable Agreement and (ix ) activities incidental to the businesses or activities described in clauses (i) through ( ~~vii~~ viii ).

6.13 Amendments to Organizational Documents ; and Amendments to Term Loan Documents ~~and Tower LLC Loan Documents.~~ .

(a) Amendments to Organizational Documents . Holdings and the Company shall not, and shall not permit any Group Member to, terminate or agree to any amendment, supplement, or other modification of (pursuant to a waiver or otherwise), or waive any of its rights under, any Organizational Documents of any of the Group Members, if, in light of the then-existing circumstances, a Material Adverse Effect would be reasonably likely to exist or result after giving effect to such termination, amendment, supplement or other modification or waiver, except, in each case, as otherwise permitted by the Loan Documents.

(b) Amendments to Term Loan Documents ~~or Documents Related to the Tower LLC Loan.~~ . Holdings and the Company shall not, and shall not permit any Group Member to, terminate or agree to any amendment, supplement, or other modification of (pursuant to a waiver or otherwise) :

~~(i)~~ any Term Loan Document if the effect of such amendment, modification or other change is to: (1) increase the outstanding principal amount of the Term Loans in an amount in excess of what is permitted hereunder; (2) cause an absolute value increase in the applicable margin (including any applicable rate floor) and fees, including any original issue discount, of greater than three percent (3.00%); (3) accelerate the dates for payments of principal and interest on account of the Term Loans; (4) change any provisions related to mandatory repayments required under the Term Loan Documents; (5) change the definition of “Excess Cash Flow” (or any component definitions thereof) in a manner that would require greater payments on account of the Term Loans, and (6) to the extent applicable, expand the voting rights or permitted hold position of any Affiliate of any Loan Party that is a Term Lender ~~; or~~ .

(ii) any documentation entered into in connection with any Tower LLC Loan if the effect of such amendment, modification or other change is to: (1) increase the outstanding principal amount of any Tower LLC Loan in an amount (x) in excess of what is permitted hereunder, or (y) in excess of the then outstanding principal amount under any Term Loan Agreement or other documentation entered into in connection with any other Tower LLC Loan, as applicable; (2) cause an absolute value increase in the applicable margin (including any applicable rate floor) and fees, including any original issue discount, of greater than three percent (3.00%); (3) accelerate the dates for payments of principal and interest on account of any Tower LLC Loan; (4) change any provisions related to mandatory repayments required under any Tower LLC Loan; or (5) change ~~Section 6.12~~ of that certain Term Loan Credit Agreement, dated as of the date hereof, as amended, between Tower LLC, as lender, and the Company, as Borrower (or the equivalent provision in any other documentation entered into in connection with any other Tower LLC Loan).

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6.14 Amendments to Tax Receivable Agreement . The Company shall not, and shall not permit any Group Member to, amend (by way of joinder, amendment or otherwise) the Tax Receivable Agreement to add the Company or any other Restricted Subsidiary of Holdings as a party thereto.

SECTION 7. GUARANTEE

7.1 The Guarantee .

(a) Each U.S. Guarantor hereby jointly and severally guarantees (the “ U.S. Guarantee ”), as a primary obligor and not as a surety, to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of each of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions or Debtor Relief Laws after any bankruptcy or insolvency petition or proposal under Debtor Relief Laws or any similar law of any other jurisdiction) on all Loans and (2) all other Finance Obligations, including, without limitation, all Canadian Finance Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein collectively called the “ U.S. Guarantor Obligations ”). For the avoidance of doubt, U.S. Guarantor Obligations does not include any Excluded Swap Obligations. Each U.S. Guarantor hereby jointly and severally agrees that, if the Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the U.S. Guarantor Obligations, such U.S. Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the U.S. Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal this intended to be a guaranty of payment and not a guaranty of collection.

(b) Each Canadian Guarantor hereby jointly and severally guarantees (the “ Canadian Guarantee ”), as a primary obligor and not as a surety, to each Canadian Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Debtor Relief Laws after any bankruptcy or insolvency petition or proposal under Debtor Relief Laws or any similar law of any other jurisdiction) on all Canadian Advances and (2) all other Canadian Finance Obligations from time to time owing to the Canadian Secured Parties by the Canadian Loan Parties (such obligations being herein collectively called the “ Canadian Guarantor Obligations ”). For the avoidance of doubt, Canadian Guarantor Obligations does not include any Excluded Swap Obligations. Each Canadian Guarantor hereby jointly and severally agrees that, if the Canadian Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guarantor Obligations, such Canadian Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal this intended to be a guaranty of payment and not a guaranty of collection.

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7.2 Obligations Unconditional .

The obligations of the Guarantors under Section 7.1 shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Guarantor Obligations under this Agreement, the Notes, if any, any Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guarantor Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety by any Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above;

(a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guarantor Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(c) the maturity of any of the Guarantor Obligations shall be accelerated, or any of the Guarantor Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guarantor Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d) any Lien or security interest granted to, or in favor of, any Issuing Bank or any Lender or the Administrative Agent as security for any of the Guarantor Obligations shall fail to be valid or perfected or entitled to the expected priority;

(e) the release of any other Guarantor pursuant to Section 7.9 , 9.10 or otherwise; or

(f) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guarantor Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers or any other Guarantor for the Guarantor Obligations, or of such Guarantor under the Guarantee or of any security interest granted by any Guarantor, whether in a proceeding under any Debtor Relief Law or in any other instance.

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Each of the Guarantors hereby expressly waives diligence, presentment, demand of payment, marshaling, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrowers under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guarantor Obligations. Each of the Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guarantor Obligations and notice of or proof of reliance by any Secured Party upon the Guarantee or acceptance of the Guarantee, and the Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee. The Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guarantor Obligations at any time or from time to time held by the Secured Parties and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Guarantor Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the applicable Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guarantor Obligations outstanding.

7.3 Reinstatement . The obligations of the Guarantors under this Section 7 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Borrower or any other Loan Party in respect of the Guarantor Obligations is rescinded or must be otherwise restored by any holder of any of the Guarantor Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

7.4 No Subrogation . Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guarantor Obligations (other than contingent indemnification and reimbursement obligations for which no claim has been made) and the expiration and termination of the Commitments under this Agreement, it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its Guarantee, whether by subrogation, right of contribution or otherwise, against any Borrower or any other Guarantor of any of the Guarantor Obligations or any security for any of the Guarantor Obligations.

7.5 Remedies . Each Guarantor agrees that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8) for purposes of Section 8.1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against any Borrower or any Guarantor and that, in the event of such declaration (or such obligations being deemed to have

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become automatically due and payable, or the circumstances occurring where Section 8 provides that such relevant obligations shall become due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of Section 7.1.

7.6 Instrument for the Payment of Money . Each Guarantor hereby acknowledges that the Guarantee constitutes an instrument for the payment of money, and consents and agrees that any Lender or the Administrative Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

7.7 Continuing Guarantee . Each Guarantee is a continuing guarantee of payment and shall apply to relevant Guarantor Obligations whenever arising.

7.8 General Limitation on Guarantor Obligations . In any action or proceeding involving any federal, state, provincial or territorial, corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.1, then, notwithstanding any other provision to the contrary, the amount of such liability of such Guarantor shall, without any further action by such Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 8.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guarantor Obligations of each Guarantor in respect of the relevant Guarantee at any time shall be limited to the maximum amount as will result in the Guarantor Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guarantee and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the relevant Guarantee will be deemed to be enforceable and payable after such Guarantee. To the fullest extent permitted by applicable law, this Section 8.8 shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

7.9 Release of Subsidiary Guarantors . Any Subsidiary Guarantor shall be automatically released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Party in a transaction permitted by this Agreement; provided that the Borrower Representative shall have delivered to the Administrative Agent, at least five (5) days, or such shorter period as the Administrative Agent may agree, prior to the date of the release, a written notice of such for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, together with a certification by the Borrower Representative stating that such transaction is in compliance with this Agreement and the other Loan Documents.

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In connection with any such release of any Subsidiary Guarantor, the Administrative Agent shall execute and deliver to the Borrower Representative, at the Borrower Representative’s expense, all UCC termination statements and other documents that the Borrower Representative shall reasonably request to evidence such release.

7.10 Right of Contribution . Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other relevant Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 7.4. The provisions of this Section 7.10 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other relevant Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other relevant Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder. Notwithstanding the foregoing, no Excluded ECP Guarantor shall have any obligations or liabilities to any Guarantor, the Administrative Agent or any other Secured Party with respect to Excluded Swap Obligations.

7.11 Keepwell . Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under its relevant Guarantee in respect of Swap Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.11, or otherwise under its Guarantee, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until the termination and release of all Finance Obligations in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.11 constitute, and this Section 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

SECTION 8. EVENTS OF DEFAULT

8.1 Events of Default . An Event of Default shall occur if any of the following events shall occur; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied (any such event, a “ Event of Default ”):

(a) any Borrower shall fail to make any payment of principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof or (ii) any Borrower shall fail to make any payment of interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document within three Business Days after any such amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect (except

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where such representations and warranties are already qualified by materiality, in which case, in any respect) on or as of the date made or deemed made (or if any representation or warranty is expressly stated to have been made as of a specific date, inaccurate in any material respect as of such specific date); or

(c) any Loan Party shall default in the observance or performance of any agreement contained in (i) Section 5.4(a)(i) (in respect of the Borrowers), Section 5.7(a) , Section 5.17 or Section 6 of this Agreement (other than Section 6.1 ); (ii) Section 5.2(f) ; provided that so long as a Cash Dominion Period is not in effect, such default shall continue unremedied for a period of three days after notice to the Borrower Representative from the Administrative Agent or the Required Lenders; (iii) Section 5.5(c) ; provided that such default shall continue unremedied for a period of 15 days after notice to the Borrower Representative from the Administrative Agent or the Required Lenders; and (iv) Section 5.15 and Section 5.16 , provided , that in each case such default shall continue unremedied for a period of three days after notice to the Borrower Representative from the Administrative Agent or the Required Lenders; or

(d) subject to Section 8.3 , any Borrower shall default in the observance or performance of its agreement contained in Section 6.1 ; or

(e) 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 paragraphs (a) through (d) of this Section 8.1 ), and such default shall continue unremedied for a period of 30 days after notice to the Borrower Representative from the Administrative Agent or the Required Lenders; or

(f) any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation in respect of Indebtedness, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to (x) cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable or (y) to cause, with the giving of notice if required, any Group Member to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; provided that a default, event or condition described in clause (i) , (ii) or (iii) of this Section 8.1(f) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i) , (ii) and (iii) of this Section 8.1(f) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $35,000,000; provided , further , that clause (iii) of this Section 8.1(f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary Disposition of the property or assets securing such Indebtedness, if such Disposition is permitted hereunder and such Indebtedness that becomes due is paid upon such Disposition; or

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(g) Holdings, the Borrowers or any Significant Subsidiary shall commence any case, proceeding, proposal or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, interim receiver, monitor, administrator, or Holdings, the Borrowers or any Significant Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the Borrowers or any Significant Subsidiary any case, proceeding, proposal or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Holdings, the Borrowers or any Significant Subsidiary any case, proceeding, proposal or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings, the Borrowers or any Significant Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) , (ii) , or (iii) above; or (v) Holdings, the Borrowers or any Significant Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(h) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any Plan shall fail to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Group Member or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Group Member or any Commonly Controlled Entity shall, or is reasonably likely to, incur any liability in connection with a complete or partial withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan, (vi) any other event or condition shall occur or exist with respect to a Plan that could give rise to liability under Title IV of ERISA; or (vii) any Lien arises (save for contribution amounts not yet due) in connection with any Canadian Pension Plan) and in each case in clauses (i) through (vii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

(i) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not (x) paid or covered by insurance as to which the relevant insurance company has been notified of the claim and has not denied coverage or (y) covered by valid third party indemnification obligation from a third party which is Solvent) of $35,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

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(j) any of the Security Documents shall cease, for any reason, to be in full force and effect, other than pursuant to the terms hereof or thereof, or any Loan Party or any Affiliate or Subsidiary of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except (A) to the extent that (x) any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Agreement or from the failure of the Administrative Agent to file UCC continuation statements (or similar statements or filings in other jurisdictions) and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has been notified and has not denied coverage and (y) the Loan Parties take such action as the Administrative Agent may reasonably request to remedy such loss of perfection or priority or (B) the Fair Market Value of assets affected thereby does not exceed $1,500,000; or

(k) the Guarantee of Holdings or any Guarantor that is a Significant Subsidiary shall cease, for any reason, to be in full force and effect, other than as provided for in Sections 7.9 or 9.10 , or any Loan Party or any Affiliate or any Subsidiary of any Loan Party shall so assert; or

(l) a Change of Control shall occur; and

(m) the failure of either Holdings or the Term Loan Borrower to remain a passive holding company in accordance with Section 6.18.A of the Term Loan Credit Agreement as in effect on the Closing Date ~~; and~~ .

~~(n)~~ the failure of (x) Tower LLC to promptly (and, in any event, within 1 Business Day) distribute all payments made by the Company under any Tower LLC Loan to the Tower Borrower, or (y) the failure of the Tower Borrower to apply all such amounts (other than the Tower LLC Spread (as defined in the Term Loan Agreement) or any equivalent amount related to any other Tower LLC Loan to the payment of the Term Loans (or such other Indebtedness as to which such Tower LLC Loan relates), in each case as provided in the definition of “ ~~Tower LLC Loan.~~ ”

8.2 Action in Event of Default .

(a) Upon any Event of Default specified in (x) Section 8.1(g)(i) or (ii) , the Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) and all other Finance Obligations owing under this Agreement and the other Loan Documents (including all amounts of Letters of Credit, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall automatically immediately become due and payable, and (y) if any other Event of Default under Section 8.1 (other than Section 8.1(g)(i) or (ii) ) occurs and is continuing, subject to paragraphs (b) and (c) of this Section 8.2 , 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 Revolving Commitments to be terminated forthwith, whereupon such Commitments shall

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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 (with accrued interest thereon) and all other Finance Obligations owing under this Agreement and the other Loan Documents (including all amounts of Letters of Credit, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. In furtherance of the foregoing, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, exercise any and all other remedies available under the Loan Documents at law or in equity, including commencing and prosecuting any suits, actions or proceedings at law or in equity in any court of competent jurisdiction and collecting the Collateral or any portion thereof and enforcing any other right in respect of any Collateral.

(b) With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the relevant Borrower shall at such time Collateralize such Letters of Credit. Amounts held in such account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Finance Obligations of the Borrowers hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon and all amounts drawn thereunder have been reimbursed in full and all other Finance Obligations of the Borrowers hereunder and under the other Loan Documents shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made), the balance, if any, in such account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 8.2 , presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowers.

8.3 Right to Cure .

(a) Notwithstanding anything to the contrary contained in Section 8 , in the event that the Company fails (or, but for the operation of this Section 8.3 , would fail) to comply with the requirements of Section 6.1 , the Company and Holdings shall have the right from (x) the date of commencement of a Financial Covenant Trigger Period at any time the Company is not in compliance with Section 6.1 as reflected in the most recently delivered Compliance Certificate or (y) the date of delivery of a Compliance Certificate during a Financial Covenant Trigger Period demonstrating that the Company is not in compliance with Section 6.1 , in each case until ten (10) days thereafter, to issue Permitted Cure Securities for cash or otherwise receive cash equity contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of the Company (collectively, the “ Cure Right ”), and upon the receipt by the Company of such cash (the “ Cure Amount ”) pursuant to the exercise by the Company or Holdings of such Cure Right, the Fixed Charge Coverage Ratio shall be recalculated by increasing Consolidated EBITDA solely for the purpose of measuring the Fixed Charge Coverage Ratio to determine compliance with Section 6.1 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount (any Cure Amount so included in the calculation of Consolidated EBITDA, a “ Specified Equity Contribution ”).

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(b) If, after giving effect to the foregoing recalculation, the Company shall then be in compliance with the requirements of Section 6.1 , then the Company shall be deemed to have satisfied the requirements of Section 6.1 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.1 that had occurred shall be deemed cured for the purposes of compliance with Section 6.1 and for no other purpose.

(c) To the extent a Test Period ended for which the Fixed Charge Coverage Ratio was initially recalculated as a result of a Cure Right, the Cure Amount shall be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Fixed Charge Coverage Ratio at the end of such Test Period and each quarterly Test Period ending within 11 months (or three fiscal quarters, as applicable) following the end of such Test Period.

(d) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) for purposes of this Section 8.3 , the Cure Amount shall be no greater than the amount required to cause the Company to comply with Section 6.1 , determined at the time the Cure Right is exercised with respect to the period for which the Fixed Charge Coverage Ratio was initially recalculated as a result of a Cure Right, (iii) the Cure Amount shall be disregarded for all other purposes of this Agreement, including, determining any baskets with respect to the covenants contained in Section 6 , and shall not result in any adjustment to any amounts other than the amount of Consolidated EBITDA as described in clause (a) above, and (iv) the Company or Holdings shall not exercise the Cure Right in excess of five instances over the term of this Agreement.

SECTION 9. ADMINISTRATIVE AGENT

9.1 Appointment and Authority .

(a) Administrative Agent . Each of the Lenders and the Issuing Banks hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 9 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except to the extent that any Group Member has any express rights under this Section 9 , no Group Member shall have rights as a third party beneficiary of any of such provisions.

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pursuant to Section 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 9 and Section 10 , as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Administrative Agent or any of its co-agents, sub-agents or attorneys-in-fact shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against the Borrowers or any other Loan Party or any other obligor under any of the Loan Documents, any Bank Product Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of the Borrowers or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code or any other Debtor Relief Laws, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Finance Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

(c) Without limiting the generality of paragraph (b) above, for the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code, between each Secured Party, taken individually, on the one hand, and the Administrative Agent, on the other hand, each Loan Party, each such Secured Party and the Administrative Agent acknowledge and agree with the Administrative Agent that each such Secured Party and the Administrative Agent are hereby conferred the legal status of solidary creditors of each Loan Party in respect of all Finance Obligations, present and future, owed by each such Loan Party to the Administrative Agent and each such Secured Party hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Each Loan Party which is not a signatory of this Agreement but is or may become a signatory to any other Loan Documents shall be deemed to have accepted the provisions contained in this paragraph by its execution of such other Loan Documents. Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, each such Loan Party is irrevocably bound towards the Administrative Agent and each Secured Party in respect of the entire Solidary Claim of the Administrative Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Administrative Agent and each Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Administrative Agent and such Secured Party and the right to give full acquittance for same. The

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parties further agree and acknowledge that the Administrative Agent’s Liens on the Collateral under the Security Documents shall be granted to the Administrative Agent, for its own benefit and for the benefit of the Secured Parties, as solidary creditor as hereinabove set forth.

(d) In addition, and without limiting any of the foregoing, for the purposes of holding any security granted by any Loan Party pursuant to the laws of the Province of Quebec to secure payment of any title of Indebtedness (within the meaning of Article 2692 of the Civil Code of Quebec) issued by any Loan Party, each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent and, to the extent necessary, ratifies the appointment and authorization of the Administrative Agent, to act as the person holding the power of attorney (i.e. “fondé de pouvoir”) (in such capacity, the “Attorney”) of the Secured Parties as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on its behalf, and for its benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent for and on behalf of the Secured Parties to hold and be the sole registered holder of any title of Indebtedness (within the meaning of Article 2692 of the Civil Code of Quebec) which may be issued under any hypothec, the whole notwithstanding Section 32 of An Act respecting the special powers of legal persons (Quebec) or any other applicable law, and to execute all related documents. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney and the Custodian (as applicable) pursuant to any hypothec, bond, pledge, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time. Any person who becomes a Secured Party shall, by its execution of an Assignment and Acceptance, be deemed to have consented to and confirmed the Attorney as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Attorney in such capacity. The substitution of the Collateral Agent pursuant to the provisions of this Section 9 shall also constitute the substitution of the Attorney.

9.2 Rights as a Lender .

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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9.3 Exculpatory Provisions .

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law;

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity;

(d) shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.1 and Section 8.2 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower Representative, a Lender or an Issuing Bank.

(e) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.4 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have

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been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Loans.

9.5 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

9.6 Resignation and Removal of Administrative Agent .

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower Representative. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Borrower Representative, not to be unreasonably withheld, for so long as no Event of Default set forth under Section 8.1(a) or (g) has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the Issuing Banks, in consultation with the Borrower Representative, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

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(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Representative and such Person remove such Person as Administrative Agent and, subject to the approval of the Borrower Representative, not to be unreasonably withheld, for so long as no Event of Default set forth under Section 8.1(a) or (g) has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed), all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Banks directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Representative and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d) Any resignation by Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as a U.S. Issuing Bank and Swingline Lender. If Wells Fargo resigns as a U.S. Issuing Bank, it shall retain all the rights, powers, privileges and duties of a U.S. Issuing Bank hereunder with respect to all U.S. Letters of Credit issued by it which are outstanding as of the effective date of its resignation as a U.S. Issuing Bank and all U.S. Letters of Credit with respect thereto, including the right to require the U.S. Lenders to make U.S. Base Rate Loans or fund risk participations in unreimbursed amounts in connection with U.S. Letters of Credit. If Wells Fargo resigns as the Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of

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the effective date of such resignation, including the right to require the Lenders to make U.S. Base Rate Loans, Canadian Prime Rate Loans or Canadian Base Rate Loans, as applicable, or fund risk participations in outstanding Swingline Loans. Upon the appointment by the Borrower Representative of any successor Issuing Bank or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as applicable, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, issued by the retiring Issuing Bank which are outstanding at the time of such succession or make other arrangements satisfactory to such Issuing Bank to effectively assume the obligations of such Issuing Bank with respect to such Letters of Credit.

9.7 Non-Reliance on Administrative Agent and Other Lenders . Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.8 No Other Duties, Etc . Anything herein to the contrary notwithstanding, none of the Administrative Agent, Joint Bookrunners, Joint Lead Arrangers, Syndication Agent or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.

9.9 Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Letters of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letters of Credit and all other Finance Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Sections 2.5(c) , 2.7 and 10.5 ) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the applicable Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.5(c) , 2.7 and 10.5 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Finance Obligations or the rights of any Lender or any Issuing Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank or in any such proceeding.

9.10 Collateral and Guarantee Matters .

(a) Each of the Lenders (including in its capacities as a potential Bank Product Provider) and the Issuing Banks irrevocably authorize the Administrative Agent (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1 ): (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (1) at the time the property subject to such Lien is Disposed of or to be Disposed of as part of or in connection with any Disposition permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (2) subject to Section 10.1 , if the release of such Lien is approved, authorized or ratified in writing by the Majority Facility Lenders with respect to Liens securing the Finance Obligations under a particular Facility, (3) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Guarantee or (4) that constitutes Excluded Assets; (ii) to release or subordinate, as expressly permitted hereunder, any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; (iii) to release any Guarantor from its obligations under the Guarantee if such Person (x) ceases to be a Restricted Subsidiary or becomes an Excluded Domestic Subsidiary or Non-Guarantor Subsidiary as a result of a transaction or designation permitted hereunder, (y) with respect to the U.S. Guarantee, becomes a Foreign Subsidiary, or (z) with respect to the Canadian Guarantee, ceases to be organized under the laws of Canada, or any province or territory thereof ] ; and (iv) to release any Collateral or Guarantor Obligations to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 .

(b) Upon request by the Administrative Agent at any time, the Majority Facility Lenders under any Facility will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) a Guarantor from its obligations under its Guarantee.

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(c) At such time as the Loans, the Reimbursement Obligations and the other Finance Obligations (other than contingent obligations for which no claim has been made) under any Facility shall have been satisfied by payment in full in immediately available funds, the Commitments thereunder have been terminated and no Letters of Credit thereunder shall be outstanding or all outstanding Letters of Credit thereunder have been Collateralized, the Collateral securing the Finance Obligations under such Facility shall be automatically released from the Liens created by the relevant Security Documents, and such Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Group Member under such Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.

(d) If (i) a Guarantor was released from its obligations under a Guarantee or (ii) the Collateral was released from the assignment and security interest granted under any Security Document (or the interest in such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to) execute and deliver to the relevant Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under its Guarantee, the release of such item of Collateral from the assignment and security interest granted under the relevant Security Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10 .

(e) If as a result of any transaction not prohibited by this Agreement (i) any U.S. Guarantor becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary, then (x) such U.S. Guarantor’s Guarantee shall be automatically released, and (y) the Capital Stock of such Guarantor (other than 65% of the total outstanding Capital Stock of a CFC Holdco or Foreign Subsidiary that, in each case, is directly owned by a U.S. Borrower or a U.S. Guarantor) shall be automatically released from the security interests created by the Loan Documents, (ii) any CFC Holdco or any Foreign Subsidiary ceases to be directly owned by a U.S. Borrower or U.S. Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents, or (iii) any Canadian Loan Party becomes disregarded as separate from any U.S. Loan Party or Domestic Subsidiary for U.S. federal income tax purposes, (x) any Canadian Guarantee provided by a CFC Holdco or a Foreign Subsidiary that is a CFC shall be automatically released with respect to the obligations of such Canadian Loan Party, and (y) the Capital Stock of any CFC Holdco or Foreign Subsidiary that is a CFC (other than 65% of the total outstanding Capital Stock of a CFC Holdco or Foreign Subsidiary that, in each case, is directly owned by a U.S. Borrower or a U.S. Guarantor) shall be automatically released from any security interests created by the Loan Documents with respect to the obligations of such Canadian Loan Party. In connection with any termination or release pursuant to this Section 9.10(e), the Administrative Agent and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.10(e) shall be without recourse to or warranty by the Administrative Agent or any Lender.

9.11 Intercreditor Agreements . The Lenders hereby authorize the Administrative Agent to enter into any Intercreditor Agreement or other intercreditor agreement or arrangement

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permitted under this Agreement and any such intercreditor agreement is binding upon the Lenders. Except as otherwise expressly set forth herein or in any Security Document, no Bank Product Provider that obtains the benefits of Section 8.4, any Guarantee or any Collateral by virtue of the provisions hereof or of any Guarantee or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 9 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Bank Product Obligations unless the Administrative Agent has received written notice of such Bank Product Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Bank Product Provider.

9.12 Withholding Tax Indemnity . To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrowers or any other Loan Party pursuant to Sections 2.15 and 2.18 and without limiting or expanding the obligation of the Borrowers or any other Loan Party to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.12 . The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Finance Obligations. For the avoidance of doubt, a “Lender” shall, for purposes of this Section 9.12 , include any Issuing Bank and the Swingline Lender.

9.13 Indemnification . Each of the Lenders agrees to indemnify the Administrative Agent and the Joint Lead Arrangers (and their Related Parties) in their respective capacities as such (to the extent not reimbursed by any Loan Party and without limiting or expanding the obligation of the Loan Parties to do so), according to its Pro Rata Share in effect on the date on which indemnification is sought under this Section 9.13 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Pro Rata Share immediately prior to such date), from and against any

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and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent, the Joint Lead Arrangers or their Related Parties (the foregoing, the “Lender Indemnitees”) in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or any other Person under or in connection with any of the foregoing; provided that no Lender shall be liable to any Lender Indemnitee for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that they are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Lender Indemnitee, (B) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of the Loan Documents by such Lender Indemnitee, or (C) are disputes that do not involve an act or omission by Holdings or any of its Affiliates and that are brought by any Lender Indemnitee against any other Lender Indemnitee (other than in its capacity as Administrative Agent, Joint Lead Arranger, Joint Bookrunner, Swingline Lender or Issuing Bank or similar role hereunder) or (ii) settlements entered into by such person without such Lender’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). The agreements in this Section 9.13 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

SECTION 10. MISCELLANEOUS

10.1 Amendments and Waivers .

(a) Except as otherwise provided in clause (b) below, neither this Agreement nor any other Loan Document (or any terms hereof or thereof) may be amended, supplemented or modified other than in accordance with the provisions of this Section 10.1 . The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided , however, that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders) and (y) that any amendment or modification of defined terms used in the financial covenant in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) ) or extend the scheduled date of any payment of any interest, premium, required principal payment or fee payment, or increase the amount or extend the expiration date of any Lender’s

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Commitment or increase such Lender’s Commitment, in each case without the written consent of each Lender directly adversely affected thereby; (B) amend, modify, eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of all Lenders; (C) reduce any percentage specified in the definition of Required Lenders or Supermajority Lenders without the written consent of all Lenders; (D) consent to the assignment or transfer by a Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the ABL Priority Collateral or release all or substantially all of the Guarantors from their obligations under Section 7 of this Agreement or under the Security Agreements, in each case without the written consent of all Lenders (except as otherwise permitted by the Loan Documents); (E) amend, modify or waive any provision of Section 2.3(b)(ii) in a manner which results in a change to the pro rata application of Loans under any Facility or that adversely affects any Facility without the written consent of each Lender directly affected thereby in respect of each Facility adversely affected thereby, unless the amendment is made in connection with an amendment pursuant to paragraph (b) below, in which case the written consent of the Required Lenders shall be required; (F) reduce the percentage specified in the definition of any of Majority Facility Lenders without the written consent of all Lenders under such Facility; (G) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (H) amend, modify or waive any provision of Section 2.2 or 2.3 without the written consent of each affected Swingline Lender; (I) (x) amend, modify or waive any provision of Section 2.10 without the written consent of each affected U.S. Issuing Bank, or (y) amend, modify or waive any provision of Section 2.10 without the written consent of each affected Canadian Issuing Bank; (J) amend or modify the application of prepayments set forth in Section 2.3(f) in a manner that adversely affects any Facility without the written consent of the Majority Facility Lenders of each adversely affected Facility; (K) forgive the principal amount or extend the payment date of any Reimbursement Obligation without the written consent of each Lender directly affected thereby; (L) increase the advance rates set forth in the definition of U.S. Borrowing Base or Canadian Borrowing Base without the written consent of the Supermajority Lenders; or (M) amend, modify or waive any provision of the definition of U.S. Borrowing Base or Canadian Borrowing Base or any component definition therein that results in an increase to Global Excess Availability (in each case other than the advance rate contained therein) without the written consent of the Supermajority Lenders. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

(b) Notwithstanding anything in this Agreement (including clause (a) above) or any other Loan Document to the contrary:

(i) To the extent contemplated by Section 2.23 , this Agreement may be amended (or amended and restated) with the written consent of the Administrative Agent, the Issuing Banks (to the extent affected), each Lender participating in the additional or extended credit facilities contemplated under this paragraph (b)(i) and the

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Borrower Representative (w) to add one or more additional credit facilities to this Agreement or to increase the amount of the existing facilities under this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with Revolving Extensions of Credit and the accrued interest and fees in respect thereof, (x) to permit any such additional credit facility or any increase in any Facility to share ratably in prepayments with respect to such Facility and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, the Majority Facility Lenders and the Supermajority Lenders;

(ii) [Reserved];

(iii) [Reserved];

(iv) this Agreement and the other Loan Documents may be amended or amended and restated as contemplated by Section 2.23 in connection with any Incremental Amendment and any related increase in Commitments, with the consent of the Borrower Representative, the Administrative Agent and the Lenders participating in such Commitment Increase;

(v) [Reserved];

(vi) this Agreement and the other Loan Documents may be amended in connection with any Extension Amendment pursuant to an Extension Offer in accordance with Section 2.24(b) (and the Administrative Agent and the Borrower Representative may effect such amendments to this Agreement, any Intercreditor Agreement (or enter into a replacement thereof) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the terms of such Extension Amendment);

(vii) the Administrative Agent may amend an Intercreditor Agreement (or enter into a replacement thereof), additional Security Documents and/or replacement Security Documents (including a collateral trust agreement) in connection with the incurrence of any Indebtedness incurred pursuant to Section 6.2(b) to provide that an agent, trustee or other representative acting on behalf of the holders of such Indebtedness shall become a party thereto and shall have rights to share in the Collateral on a pari passu or junior lien, subordinated basis to the Finance Obligations, as applicable;

(viii) only the consent of the Majority Facility Lenders under a Facility shall be necessary to amend, modify or waive Sections 4.2 (with respect to the making of Advances (including Swingline Loans) or the issuance of Letters of Credit under such Facility);

(ix) amendments and waivers of this Agreement and the other Loan Documents that affect solely the Lenders under a Facility (including waiver or modification of conditions to extensions of credit under any Facility or any Commitment Increases, the availability and conditions to funding of any Commitment Increase, pricing

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and other modifications) will require only the consent of the Majority Facility Lenders under such Facility and, in each case, (x) no other consents or approvals shall be required and (y) any fees or other consideration payable to obtain such amendments or waivers need only be offered on a pro rata basis to the Lenders under the affected Facility; and

(x) this Agreement and the other Loan Documents may be amended with the consent of the Administrative Agent and the Borrower Representative to correct any mistakes or ambiguities of a technical nature.

10.2 Notices . All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of Holdings, the Borrower Representative and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:


To the Borrower Representative:		JELD-WEN, ~~inc~~ Inc . 440 S. Church Street ~~Charlotte, North Carolina 28277~~ Attn: ~~scottcottrill@jeld-wen.com~~ L. Brooks Mallard Email: bmallard@jeldwen.com

To any Guarantor:		c/o the Borrower Representative at the address set forth above

To the Administrative Agent:		One Boston Place, 18th Floor Boston, MA 02108 Attention: Portfolio Manager Fax No.: (855) 477-5033 With a copy to: Choate, Hall & Stewart LLP Two International Place Boston, MA 02110 Attention: Kevin Simard t 617.248.4086 f 617.502.4086

; provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender (“ Approved Electronic Communications ”). The Administrative Agent or the Borrower Representative may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (a) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (b) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor.

Each Loan Party agrees to assume all risk, and hold the Administrative Agent, the Joint Lead Arrangers and each Lender harmless from any losses, associated with, the electronic transmission of information (including the protection of confidential information), except to the extent caused by the gross negligence or willful misconduct of such Person.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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Each Loan Party, the Lenders, the Issuing Banks, the Joint Lead Arrangers and the Administrative Agent agree that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

10.3 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5 Payment of Expenses . The Borrowers agree upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers, the Issuing Banks, the Swingline Lender and the Administrative Agent (without duplication) for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one primary counsel to the Administrative Agent, the Issuing Banks, the Swingline Lender, the Joint Lead Arrangers and the Syndication Agent, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower Representative on or prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender, each Issuing Bank, the Swingline Lender, and the Administrative Agent for all of their reasonable out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders, the Issuing Banks, the Swingline Lender, the Administrative Agent, the Joint Lead Arrangers and the Syndication Agent, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the case of an actual or perceived conflict of interest by any of the foregoing Persons, additional counsel to such affected Person), (c) to pay, indemnify, and hold each Lender, each Issuing Bank, the Swingline Lender and the Administrative Agent harmless from, any and all recording and filing fees, if any, that may be payable or determined to be payable in connection with the execution and delivery of,

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or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, each Issuing Bank, the Swingline Lender, the Administrative Agent, each Joint Lead Arranger and the Syndication Agent, each of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), officer, director, trustee, employee, agent and controlling person of the foregoing (each, an “Indemnitee”) harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, any Borrower, any other Loan Party or any other Person), including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or perceived conflict of interest by an Indemnitee, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.12 , 2.13 , 2.18 and 2.19 (which shall be the sole remedy in respect of the matters set forth therein)), provided that the Borrowers shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (B) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, (C) any dispute that does not involve an act or omission by Holdings or any of its Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, Joint Lead Arranger, Joint Bookrunner, Swingline Lender or Issuing Bank or similar role hereunder), (D) caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the Properties, by the act or omissions by Persons other than Holdings or any Subsidiary of Holdings or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure or (E) with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (ii) settlements entered into by such person without the Borrower Representative’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 10.5 shall be payable not later than ten days after written demand therefor. Statements payable by the Borrowers pursuant to this Section 10.5 shall be submitted to the Borrower Representative at the address of the Borrower Representative set forth in Section 10.2 , or to such other Person or address as may be hereafter designated by the Borrower Representative in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

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10.6 Successors and Assigns; Participations and Assignments .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of an Issuing Bank that issues any Letter of Credit), except that the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and the Administrative Agent (and any attempted assignment or transfer by such Borrower without such consent shall be null and void).

(b) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees (each, an “ Assignee ”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it and the Note or Notes (if any) held by it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(i) the Borrower Representative; provided that such consent shall be deemed to have been given if the Borrower Representative, as the case may be, has not responded within ten Business Days after notice by the Administrative Agent; provided , further , that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or, if an Event of Default under Section 8.1(a) (or, in respect of any of the Borrowers, Section 8.1(f) or (g) ) has occurred and is continuing;

(A) except with respect to an assignment of Loans to an existing Lender, an Affiliate of a Lender or an Approved Fund, the Administrative Agent; and

(B) the Swingline Lender and each Issuing Bank for the Facility under which the Loans or Commitments are being assigned.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 ( provided that, in each case, that simultaneous assignments to or by two or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower Representative otherwise consent;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement

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system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent);

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and applicable Forms; and

(D) each Assignee shall have an equal proportionate share, either directly or through an Affiliate or branch, of US Revolving Commitments and Canadian Revolving Commitments.

For the purposes of this Section 10.6 , “ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to Section 10.6(b)(v) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12 , 2.13 , 2.18 , 2.19 and 10.5 ). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations if such transaction complies with the requirements of Section 10.6(c) .

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of (and any stated interest on) the Loans and each Lender’s Letter of Credit Exposure pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Banks and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed

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administrative questionnaire and applicable Forms (unless the Assignee shall already be a Lender hereunder), together with (x) any processing and recordation fee and (y) any written consent to such assignment required by Section 10.6(b) , the Administrative Agent shall promptly accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (other than a natural person, a Defaulting Lender, Holdings or any Subsidiary of Holdings) (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires, subject to Section 10.1(b) , the consent of each Lender directly affected thereby pursuant to clauses (A) and (C) of Section 10.1(a) and (2) directly affects such Participant. Subject to Section 10.6(c)(ii) , each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12 , 2.13 , 2.18 and 2.19 (subject to the requirements of those sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7(b) as though it were a Lender; provided such Participant shall be subject to Section 10.7(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for U.S. federal income tax purposes as the agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the commitment of, and the principal amounts (and stated interest) of, each Participant’s interest in the Loans, Letters of Credit or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan, Letters of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the Internal Revenue Service (“ IRS ”), any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

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(i) A Participant shall not be entitled to receive any greater payment under Section 2.12 , 2.13 or 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. No Participant shall be entitled to the benefits of Section 2.18 unless such Participant complies with Sections 2.18(d) , 2.18(e) and 2.18(g) .

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(e) The Borrowers, upon receipt of written notice to the Borrower Representative from the relevant Lender, agree to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in Section 10.6(d) above.

(f) Each Lender, upon succeeding to an interest in Commitments or Loans, as the case may be, represents and warrants as of the effective date of the applicable Assignment and Assumption that it is an Eligible Assignee.

Notwithstanding anything to the contrary set forth herein, no Lender is permitted to assign any portion of its Commitment (and outstanding Loans and other exposure (if applicable)) under any Facility unless such Lender (together with any office, branch, subsidiary or Affiliate thereof holding a Commitment hereunder) also assigns a ratable amount of its or their Commitment (and outstanding Loans and other exposure (if applicable)) in each other Facility then in existence.

10.7 Adjustments; Set -off .

(a) Except to the extent that this Agreement expressly provides for or permits payments to be allocated or made to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefited Lender ”) shall receive any payment of all or part of the Finance Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(g) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Finance Obligations owing to such other Lender, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Finance Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, with the prior consent of the Administrative Agent, without prior

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notice to the Borrower Representative, any such notice being expressly waived by the Borrower Representative to the extent permitted by applicable law, upon the occurrence and during the continuance of any Event of Default, to set off and appropriate and apply against the Finance Obligations any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Holdings or the Borrowers or any such other Loan Party, as the case may be. Each Lender agrees promptly to notify the Borrower Representative and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.8 Counterparts; Electronic Execution .

(a) This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement or any document or instrument delivered in connection herewith by facsimile transmission or electronic PDF shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower Representative and the Administrative Agent.

(b) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature 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 similar state laws based on the Uniform Electronic Transactions Act.

10.9 Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.10 Integration . This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Joint Lead Arranger and the Administrative Agent represent the entire agreement of Holdings, the Borrowers, the Administrative Agent, the Joint Lead Arrangers and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

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10.11 Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; PROVIDED, HOWEVER, THAT IF THE LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT.

10.12 Submission To Jurisdiction; Waivers . Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof, to the extent such courts would have subject matter jurisdiction with respect thereto, and agrees that notwithstanding the foregoing (x) a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (y) legal actions or proceedings brought by the Secured Parties in connection with the exercise of rights and remedies with respect to Collateral may be brought in other jurisdictions where such Collateral is located or such rights or remedies may be exercised;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court and waives any right to claim that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof, any special, exemplary, punitive or consequential damages against any Indemnitee;

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10.13 Acknowledgements . Each of the Borrowers and Guarantors hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to Holdings, the Borrowers or any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and Holdings, the Borrowers and each Guarantor, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrowers or the Guarantors and the Lenders.

10.14 [Reserved] .

10.15 Confidentiality . Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is not designated by the provider thereof as public information or non-confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, the Joint Lead Arrangers, any other Lender or any Affiliate thereof, (b) subject to an agreement to comply with provisions no less restrictive than this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, trustees, agents, attorneys, accountants and other professional advisors that have been advised of the provisions of this Section and have been instructed to keep such information confidential, (d) upon the request or demand of any Governmental Authority or any self-regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding; provided that unless specifically prohibited by applicable law, reasonable efforts shall be made to notify the Borrower Representative of any such request prior to disclosure, (g) that has been publicly disclosed other than as a result of a breach of this Section, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; provided, such Person has been advised of the provisions of this Section and instructed to keep such information confidential or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the extensions of credit hereunder. Notwithstanding anything herein to the contrary, any party to this Agreement (and any

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employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws. ^*

10.16 Waivers Of Jury Trial . EACH OF HOLDINGS, THE BORROWERS, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.17 USA Patriot Act Notification . Each Lender that is subject to the requirements of the Patriot Act hereby notifies Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act. In addition, if the Administrative Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior management and key principals, and each Loan Party agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute expenses payable pursuant to Section 10.5 and be for the account of Loan Parties.

10.18 Maximum Amount .

(a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws (including the criminal rate provisions of the Criminal Code (Canada)) relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Finance Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “ Maximum Amount ”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the

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Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by applicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 10.18(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Notes and the Lenders.

(b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.3 and shall be so applied in accordance therewith or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrower.

10.19 Lender Action . Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, unless expressly provided for herein or in any other Loan Document, without the prior written consent of the Administrative Agent. The provisions of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

10.20 No Fiduciary Duty . Each of the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, the Syndication Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other, except as otherwise explicitly provided herein. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions

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and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

10.21 The Borrower Representative .

(a) Appointment; Nature of Relationships . The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “ Borrower Representative ”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Section 10.21 . Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such amounts to the appropriate Borrower. None of the Lenders or their respective officers, directors, agents or employees shall be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 10.21(a) .

(b) Powers . The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

(c) Employment of Agents . The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other Loan Document by or through its authorized officers.

(d) Successor Borrower Representative . Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lender.

(e) Execution of Loan Documents; Borrowing Base Certificates . The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Lender the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

- 243 -

10.22 Currency Indemnity . If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any of the other Loan Documents, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any of the other Loan Documents in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the exchange rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency at the spot selling rate on the Business Day before the day on which judgment is given. In the event that there is a change in the rate of exchange rate prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Administrative Agent of the amount due, the applicable Borrowers will, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, as may be necessary to ensure that the amount received by Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Administrative Agent is the amount then due under this Agreement or such other of the Loan Documents in the Currency Due. If the amount of the Currency Due that the Administrative Agent is able to purchase is less than the amount of the Currency Due originally due to it, the applicable Loan Parties shall indemnify and save the Administrative Agent harmless from and against loss arising as a result of such deficiency. The indemnity contained herein shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any of the other Loan Documents or under any judgment or order.

10.23 Canadian Anti-Money Laundering Legislation .

(a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “ Canadian AML Legislation ”), the Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or any prospective assignee or participant of a Lender, any Issuing Bank or the Administrative Agent, in order to comply with any applicable Canadian AML Legislation, whether now or hereafter in existence.

(b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable Canadian AML Legislation, then Agent:

(i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender

- 244 -

and the Administrative Agent within the meaning of the applicable Canadian AML Legislation; and

(ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

(iii) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other the Administrative Agent has any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

10.24 Acknowledgement and Consent to Bail-In of EEA Financial Insitutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

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

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

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA 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 liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.


BORROWERS:		JELD-WEN, ~~inc~~ . INC .

		By:
		Name:
		Title:

		JELD-WEN OF CANADA, LTD.

		By:
		Name:
		Title:

HOLDINGS:		JELD-WEN HOLDING, ~~inc~~ INC .

		By:
		Name:
		Title:

[Signature Page to Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, U.S. Swingline Lender, a U.S. Issuing Bank and a Lender

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION (LONDON BRANCH), as a U.S. Issuing Bank and a Lender

By:

Name:

Title:

WELLS FARGO CAPITAL FINANCE CORPORATION CANADA

as Canadian Swingline Lender, a Canadian Issuing Bank and a Lender

By:

Name:

Title:

[Signature Page to Credit Agreement]

[Signature Blocks for Additional Arrangers/Agents to be provided]

[Signature Page to Credit Agreement]

ANNEX B

[See Attached]

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate (“ Compliance Certificate ”) is delivered pursuant to Section 5.2(c) of the Revolving Credit Agreement, dated as of October 15, 2014, among JELD-WEN Holding, ~~inc~~ Inc ., ~~an Oregon~~ a Delaware corporation (“ Holdings ”), JELD-WEN, ~~inc~~ Inc ., ~~an Oregon~~ a Delaware corporation (the “ Company ”), each other U.S. Borrower party hereto from time to time, JELD-WEN of Canada, Ltd., a federal Canadian corporation (“ JW Canada ”), each other Canadian Borrower party hereto from time to time, the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time party thereto as lenders (the “ Lenders ”) and Wells Fargo Bank, National Association, as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

I am the duly elected, qualified and acting [Insert Title of Responsible Officer] of the Borrower and as such, I am authorized to execute and deliver this Compliance Certificate in the name and on the behalf of the Borrower.

I have reviewed and am familiar with the contents of this Compliance Certificate.

I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower and its consolidated Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “ Financial Statements ”). As of the date hereof, I have obtained no knowledge of the existence of any condition or event which constitutes a Default or Event of Default [except as specified on Attachment 4 , which includes a description of the nature and period of existence of such Default or Event of Default and what action the Borrower has taken, is taking and/or proposes to take with respect thereto].

Attached hereto as Attachment 2 are the computations showing calculation of the Fixed Charge Coverage Ratio [, together with a reconciliation of the financial position and results of operations of Holdings (or any direct or indirect parent company thereof) and its subsidiaries as reflected in Financial Statements delivered pursuant to Section 5.1(a) of the Credit Agreement to the financial position and results of operations of the Company and it Restricted Subsidiaries to the extent effecting the calculation of the Fixed Charge Coverage Ratio] ¹ .

Attached hereto as Attachment 3 is (i) [a description of any change in jurisdiction of Holdings, the Company and the Restricted Subsidiaries not previously disclosed, (ii)] a complete and accurate list of each Immaterial Subsidiary, with each such Immaterial Subsidiary (and all Subsidiaries in the aggregate) not exceeding the limitation set forth in clause (ii) of the definition of “Immaterial Subsidiary” set forth in the Credit Agreement and (ii) a list of names of all Unrestricted Subsidiaries, each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary.

[Signature page follows.]

¹	Include bracketed language only in the Compliance Certificate for annual Financial Statements delivered pursuant to Section 5.1(a) of the Credit Agreement.

B-1

IN WITNESS WHEREOF, I have executed this Compliance Certificate this day of [●], 201[●].


JELD-WEN, INC.

By:
Name:
Title:

B-2

Attachment 1

to Compliance Certificate

[Attach Financial Statements]

B-3

Attachment 2

to Compliance Certificate

($ in 000’s)

B-4

Attachment 3

to Compliance Certificate

B-5

Attachment 4

to Compliance Certificate

B-6

ANNEX C

[See Attached]

Schedule 1.1C

B ORROWING B ASE R EAL P ROPERTY C OLLATERAL

JW
Reference
No.

Property Name

Address

City

County

State

Loan Party

005

Mt. Vernon

1201 & 1301 Newark Rd.

Mt. Vernon

Knox

JELD-WEN, Inc.

670

Pottsville

1162 Keystone Blvd.

Pottsville

Schuylkill

JELD-WEN, Inc.

007

Sulphur Springs

902 Hillcrest Dr N

Sulphur Springs

Hopkins

JELD-WEN, Inc.

Schedule 1.1I

M ORTGAGED P ROPERTIES

JW
Reference
No.

Property
Name

Address

City

County

State

Grantor

Use

Fair Market
Value

009

Rocklin

3901 Cincinnati Ave.

Rocklin

Placer

JELD-WEN,Inc.

Interior Door Manufacturing

5,798,495

464

Coral Springs

12421 NW 39th Street

Coral
Springs

Broward

JELD-WEN, Inc.

Prehanging / Millwork Distribution

7,800,870

082

Kissimmee

1700 Ave. A

Kissimmee

Osceola

JELD-WEN, Inc.

Door Systems Manufacturing

8,906,400

075

Lexington
No.1,2

647 and 1224 Hargrave Rd

Lexington

Davidson

JELD-WEN, Inc.

Interior, Exterior, & Fiberglass Door Manufacturing

6,194,670

175

Bend Millwork
Complex

62845 Boyd Acres Rd.

Bend

Deschutes

JELD-WEN, Inc.

Window Group IS, Millwork Manufacturing, and Window Manufacturing

10,357,350

018

Klamath Falls

3402 & 3636 Lakeport Blvd and 401 & 407 Harbor Isles Blvd.

Klamath
Falls

Klamath

JELD-WEN, Inc.

Bare land, Pelican Bay and Engineering Offices, & Engineering shop

25,402,980

106

Klamath Falls

3737 Lakeport Blvd

Klamath
Falls

Klamath

JW International Holdings, Inc.

Tech Center offices

Included in
Ref 018

019

Klamath Falls

3444, 3307, & 3309 Lakeport Blvd.

Klamath
Falls

Klamath

JELD-WEN,Inc.

Bare land, Millwork Manufacturing and Fiber Plants

11,638,010

081

Stayton

2044 Deschutes Dr

Stayton

Marion

JELD-WEN, Inc.

Window Manufacturing

6,124,080

670

Pottsville

1162 Keystone Blvd.

Pottsville

Schuylkill

JELD-WEN, Inc.

Door Systems Manufacturing

18,235,000

810

Towanda

825 Shiner Rd.

Towanda

Wysox

JELD-WEN, Inc.

Wood Fiber Manufacturing

6,755,900

668

Yakima

1311 N 6th Ave

Yakima

JELD-WEN,Inc.

Vinyl Window Manufacturing

9,751,400

005

Mt. Vernon

1201 & 1301 Newark Rd.

Mt.
Vernon

Knox

JELD-WEN, Inc.

Vinyl Window Manufacturing

5,208,000

007

Sulphur Springs

902 Hillcrest Dr N

Sulphur
Springs

Hopkins

JELD-WEN, Inc.

Exterior Door Manufacturing

2,387,910

Exhibit 10.2.2

EXECUTION VERSION

AMENDMENT NO. 2 , dated as of November 1, 2016 (this “ Amendment ”), among JELD-WEN Holding, Inc., a Delaware corporation (“ Holdings ”), JELD-WEN, Inc., a Delaware corporation (the “ Company Borrower ”), Onex BP Finance LP, a Delaware limited partnership (the “ Tower Borrower ” and, together with the Company Borrower, each a “ Borrower ” and, collectively, the “ Borrowers ”), the Company Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1 of the Credit Agreement described below), Bank of America, N.A., as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, the “ Administrative Agent ”), each person set forth on Schedule 2.01(a) hereto (each, a “ Replacement Term B-2 Lender ”), each person set forth on Schedule 2.01(b) hereto (each, an “ Incremental Term B-2 Lender ”) and each of the Existing Consenting Lenders (as defined below) party hereto.

WHEREAS, reference is hereby made to the Term Loan Credit Agreement dated as of October 15, 2014 (as amended by that certain Amendment No. 1 dated as of July 1, 2015, and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”) among the Borrowers, Holdings, the other guarantors party thereto, the Administrative Agent and the Lenders party thereto (the “ Existing Lenders ”);

WHEREAS, pursuant to Section 2.19 of the Credit Agreement, the Company Borrower may request one or more additional tranches of Incremental Loans upon the terms and subject to the conditions set forth therein;

WHEREAS, the Company Borrower has requested incremental term loans in an aggregate amount sufficient to replace all of its outstanding Initial Loans and Term B-1 Loans (the “ Replacement Tranche ”), the proceeds of which will be used to refinance all of the Borrowers’ outstanding Initial Loans and Term B-1 Loans;

WHEREAS, the Replacement Term B-2 Lenders have agreed, upon the terms and subject to the conditions set forth herein, that each Replacement Term B-2 Lender will make its Replacement Term B-2 Loans (as defined below) in an aggregate principal amount not to exceed the amount set forth opposite such Replacement Term B-2 Lender’s name under the heading “Replacement Term B-2 Loan Commitment” on Schedule 2.01(a) hereto (as to each such Replacement Term B-2 Lender, its “ Replacement Term B-2 Commitment ”, and the term loans made by each Replacement Term B-2 Lender in respect thereof, its “ Replacement Term B-2 Loans ”);

WHEREAS, upon the Amendment No. 2 Effective Date (as defined below), each Existing Lender of Initial Loans and/or Term B-1 Loans that shall have executed and delivered a consent attached as Exhibit A hereto (a “ Consent ”) under the “Cashless Settlement Option” (each, a “ Cashless Option Lender ”) shall be deemed to have consented to the Amendments (as defined below) and the other Amendment Transactions (as defined below) and, on the Amendment No. 2 Funding Date, shall be deemed to have exchanged all (or such lesser amount as the Lead Arrangers (as defined below) shall allocate) of its Initial Loans and/or Term B-1 Loans (which Initial Loans and/or Term B-1 Loans, as applicable, shall thereafter no longer be

deemed to be outstanding) for Replacement Term B-2 Loans in the same aggregate principal amount as such Lender’s Initial Loans and/or Term B-1 Loans (or such lesser amount as the Lead Arrangers may allocate), and such Lender shall thereafter be a Replacement Term B-2 Lender under the Credit Agreement (after giving effect to the amendment and restatement of the Credit Agreement pursuant to Section 3 below);

WHEREAS, upon the Amendment No. 2 Funding Date, (i) each Existing Lender of Initial Loans and/or Term B-1 Loans that is not a Cashless Option Lender shall have its respective Initial Loans and/or Term B-1 Loans, as applicable, prepaid in full in accordance with the terms of the Credit Agreement with the proceeds of Replacement Term B-2 Loans, (ii) each Cashless Option Lender that is allocated an aggregate principal amount of Replacement Term B-2 Loans that is less than the aggregate principal amount of its Initial Loans and/or Term B-1 Loans shall have its remaining Initial Loans and/or Term B-1 Loans (after giving effect to its acquisition of Replacement Term B-2 Loans in exchange for Initial Loans and/or Term B-1 Loans) prepaid in full in accordance with the terms of the Credit Agreement with the proceeds of Replacement Term B-2 Loans, and (iii) all Initial Loans and Term B-1 Loans so prepaid shall thereafter be deemed to be no longer outstanding;

WHEREAS, the Company Borrower has requested up to $375,000,000 of incremental term loans (the “ Incremental Increase ”) having the same terms as the Replacement Term B-2 Loans;

WHEREAS, the proceeds of the Incremental Increase will be used, together with cash on hand and borrowings under the Company Borrower’s ABL Credit Agreement, to (i) fund Restricted Payments, directly or indirectly, to the Sponsor and the other equityholders of Holdings, including holders of equity awards or equity-based awards, and/or payments in lieu thereof (the incurrence of the Incremental Term B-2 Loans (as defined below), together with the incurrence of the Replacement Term B-2 Loans, the effectiveness of the Additional Amendments (as defined below), the Tower Release (as defined below) and the amendment to the Company Borrower’s ABL Credit Agreement, the “ Amendment Transactions ”) and (ii) pay fees and expenses in connection with the Amendment Transactions and the related transactions;

WHEREAS, the Incremental Term B-2 Lenders have agreed, upon the terms and subject to the conditions set forth herein, that each Incremental Term B-2 Lender will make its Incremental Term B-2 Loans (as defined below) in an aggregate principal amount not to exceed the amount set forth opposite such Incremental Term B-2 Lender’s name under the heading “Incremental Term B-2 Loan Commitment” on Schedule 2.01(b) hereto (as to each such Incremental Term B-2 Lender, its “ Incremental Term B-2 Commitment ”, and the term loans made by each Incremental Term B-2 Lender in respect thereof, its “ Incremental Term B-2 Loans ”);

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, Holdings, the Borrowers and the Required Lenders may, and hereby express their desire to, amend the Credit Agreement and the other Loan Documents for certain additional purposes (the “ Additional Amendments ”);

WHEREAS, subject to the terms and conditions set forth herein, each of the Existing Lenders who executes and delivers a counterpart to this Amendment in accordance with Section 5(a) hereto (the “ Existing Consenting Lenders ” and collectively with the Cashless Option Lenders, the “ Consenting Lenders ”) shall be deemed to have consented to the Amendments set forth in Sections 1, 2 and 3 hereto and to the other Amendment Transactions contemplated hereby;

Section 1. Replacement Term B-2 Loans .

(a) Subject to the terms and conditions set forth herein, each of the Replacement Term B-2 Lenders hereby (i) commits to provide Replacement Term B-2 Loans to the Company Borrower in the amount of its Replacement Term B-2 Commitment and (ii) agrees, on the Amendment No. 2 Funding Date, to fund Replacement Term B-2 Loans to the Company Borrower in the amount of its Replacement Term B-2 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Replacement Term B-2 Commitments on the Amendment No. 2 Effective Date is $78,871,998.45.

(b) The amendments set forth in this Section 1 (the “ Replacement Amendment ”) constitute an “Incremental Amendment” with respect to the establishment of the Replacement Term B-2 Commitments and the Replacement Term B-2 Loans as “Incremental Loans.” Each Replacement Term B-2 Loan constitutes an “Incremental Loan” incurred in accordance with Section 2.19(a) of the Credit Agreement (as amended by this Amendment). The Replacement Term B-2 Loans shall have terms identical to the Incremental Term B-2 Loans (including as to maturity) and will constitute Term B-2 Loans (as defined in Credit Agreement (as amended by this Amendment)) for all purposes under the Credit Agreement, and the Replacement Term B-2 Loans and the Incremental Term B-2 Loans will collectively comprise a single Class of Term B-2 Loans.

(c) The Replacement Term B-2 Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Credit Agreement and the other Loan Documents.

(d) The Company Borrower shall use the proceeds of the Replacement Term B-2 Loans as set forth in the recitals to this Amendment.

(e) Each of the parties hereto shall treat the Replacement Term B-2 Loans as being fungible with the Incremental Term B-2 Loans for U.S. federal income tax purposes, unless otherwise required by law.

Section 2. Incremental Term B-2 Loans .

(a) Subject to the terms and conditions set forth herein, each of the Incremental Term B-2 Lenders hereby (i) commits to provide Incremental Term B-2 Loans to the Company Borrower in the amount of its Incremental Term B-2 Commitment and (ii) agrees, on the Amendment No. 2 Funding Date, to fund Incremental Term B-2 Loans to the Company Borrower in the amount of its Incremental Term B-2 Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Incremental Term B-2 Commitments on the Amendment No. 2 Effective Date is $375,000,000.

(b) The amendments set forth in this Section 2 (the “ Incremental Increase Amendment ” and together with the Replacement Amendment and the Additional Amendments, the “ Amendments ”) constitute an “Incremental Amendment” with respect to the establishment of the Incremental Term B-2 Commitments and the Incremental Term B-2 Loans as “Incremental Loans.” Each Incremental Term B-2 Loan constitutes an “Incremental Loan” incurred in accordance with Section 2.19(a) of the Credit Agreement (as amended by this Amendment). The Incremental Term B-2 Loans shall have terms identical to the Replacement Term B-2 Loans (including as to maturity) and will constitute Term B-2 Loans for all purposes under the Credit Agreement, and the Incremental Term B-2 Loans and the Replacement Term B-2 Loans will collectively comprise a single Class of Term B-2 Loans.

(c) The Incremental Term B-2 Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Credit Agreement and the other Loan Documents.

(d) The Company Borrower shall use the proceeds of the Incremental Term B-2 Loans as set forth in the recitals to this Amendment.

(e) Each of the parties hereto shall treat the Incremental Term B-2 Loans as being fungible with the Replacement Term B-2 Loans for U.S. federal income tax purposes, unless otherwise required by law.

Section 3. Additional Amendments . On the Amendment No. 2 Funding Date, the Borrowers, Holdings, the Administrative Agent and the Consenting Lenders agree that the Credit Agreement is, effective as of the Amendment No. 2 Funding Date, hereby amended pursuant to Section 10.01 of the Credit Agreement, to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~ ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the Credit Agreement attached as Annex A hereto.

Section 4. Representations and Warranties . Each of the Loan Parties (in the case of each of Holdings, the Tower Borrower and the Tower Guarantor, only in respect of itself to the extent applicable and as set forth in this Section 4) represent and warrant to the Administrative Agent and the Lenders as of the Amendment No. 2 Effective Date (immediately before and after giving effect to the consummation of the Amendment Transactions taking place on or prior to the Amendment No. 2 Funding Date) that:

(b) The execution, delivery and performance by such Loan Party of the Amendment, and the consummation of the Amendment Transactions taking place on or prior to the Amendment No. 2 Funding Date, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organizational Documents, or (b) violate any Law; except with respect to any violation referred to in this clause (b) to the extent that such violation could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) All representations and warranties of the Borrowers and each other Loan Party contained in Section 3 of the Credit Agreement or any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that, the representations and warranties contained in Sections 3.1(a) and 3.1(b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.1(a) and (b), respectively, prior to the Amendment No. 2 Effective Date;

(d) No Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 2 Effective Date or, after giving effect hereto, would result from the application of the proceeds from the Replacement Term B-2 Loans or the Incremental Term B-2 Loans;

(e) As of the Amendment No. 2 Effective Date, the Company Group Members, on a consolidated basis, are Solvent (after giving effect to the Amendment Transactions taking place on or prior to the Amendment No. 2 Funding Date);

(f) The execution, delivery, performance or effectiveness of this Amendment will not (a) impair the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred, or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Section 5. Conditions .

(a) Conditions to the Amendment No. 2 Effective Date . The effectiveness of this Amendment and the agreements of each Replacement Term B-2 Lender and each Incremental Term B-2 Lender hereunder shall be subject to the satisfaction of the following conditions precedent (the date upon which this Amendment becomes effective, the “ Amendment No. 2 Effective Date ”):

(i) Certain Documents . The Administrative Agent shall have received each of the following, each dated the Amendment No. 2 Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent:

(1) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrowers, (C) each Guarantor, (D) the Consenting Lenders together comprising the Required Lenders, (E) each Replacement Term B-2 Lender and (F) each Incremental Term B-2 Lender;

(2) such customary certificates of resolutions or other action, incumbency certificates of Responsible Officers of Holdings, the Company Borrower and each Company Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment;

(3) such other documents as the Lenders or the Administrative Agent may reasonably request to evidence that Holdings, the Company Borrower and each Company Guarantor is duly organized or formed, and that each of them is validly existing, in good standing in its jurisdiction of organization (to the extent such concept is applicable in the relevant jurisdiction), except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(4) an opinion of (x) Fried, Frank, Harris, Shriver & Jacobson LLP, (y) Davis Wright Tremaine LLP and (z) Snell & Wilmer LLP, in each case, customary in form and substance and reasonably satisfactory to the Administrative Agent; and

(5) the Administrative Agent shall have received the results of lien searches reasonably requested by the Administrative Agent.

(b) Conditions to the Amendment No. 2 Funding Date . The effectiveness of the Additional Amendments and the commitments of each Replacement Term B-2 Lender to fund its Replacement Term B-2 Loan and each Incremental Term B-2 Lender to fund its Incremental Term B-2 Loan hereunder shall be subject to the satisfaction of the following conditions precedent (it being understood and agreed that the Additional Amendments will be deemed effective prior to the incurrence of the Replacement Term B-2 Loans and the Incremental Term B-2 Loans) (the date upon which such loans are funded, the “ Amendment No. 2 Funding Date ”):

(i) The Administrative Agent shall have received each of the following, each dated the Amendment No. 2 Funding Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent:

(1) a Borrowing Request relating to (x) the Replacement Term B-2 Loans and (y) the Incremental Term B-2 Loans, in each case delivered to the Administrative Agent (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time, one Business Day prior to the Amendment No. 2 Funding Date);

(2) a Note executed by the Borrowers in favor of (x) a Replacement Term B-2 Lender if such Replacement Term B-2 Lender requests a Note and (y) an Incremental Term B-2 Lender if such Incremental Term B-2 Lender requests a Note, in each case reasonably in advance of the Amendment No. 2 Funding Date

(3) a certificate of a Responsible Officer of the Company Borrower to the effect that each of the conditions set forth in Sections 2.19 and 4.2 of the Credit Agreement and this Section 5 have been satisfied;

(4) a Solvency Certificate from a Responsible Officer (after giving effect to the Amendment Transactions taking place on or prior to the date of delivery of such solvency certificate); and

(5) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together, with respect to each such Mortgaged Property that is determined to be located within a special flood hazard area, with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto and as applicable, evidence of insurance).

(ii) Fees and Expenses Paid . The Lead Arrangers and Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment No. 2 Funding Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP , counsel to the Administrative Agent) required to be reimbursed or paid by the Borrowers on or prior to the Amendment No. 2 Funding Date hereunder or under any other Loan Document.

(iii) Compliance with Credit Agreement . The conditions precedent set forth in Sections 2.19 and 4.2 of the Credit Agreement shall have been satisfied both before and after giving effect to the incurrence of the Replacement Term B-2 Loans and the Incremental Term B-2 Loans.

(iv) Upfront Fees . Each Incremental Term B-2 Lender and Replacement Term B-2 Lender (other than any Cashless Option Lender in respect of Replacement Term B-2 Loans acquired in exchange for Initial Loans and/or Term B-1 Loans) shall have received an upfront fee equal to 0.25% of the

aggregate principal amount of Incremental Term B-2 Loans or Replacement Term B-2 Loans, as applicable, funded by such Incremental Term B-2 Lender or Replacement Term B-2 Lender on the Amendment No. 2 Funding Date. The Administrative Agent may net such upfront fees against the proceeds of the Incremental Term B-2 Loan to the Company Borrower.

(v) Consent Fees . The Company Borrower shall have paid to the Administrative Agent for the account of each Cashless Option Lender that delivers to the Administrative Agent (or its counsel) a Consent in the form of Exhibit A hereto on or prior to 5:00 P.M., New York City time on October 13, 2016, a fee in an amount equal to 0.25% of the sum of the aggregate principal amount of Replacement Term B-2 Loans of such Cashless Option Lender acquired on the Amendment No. 2 Funding Date in exchange for its Initial Loans and Term B-1 Loans outstanding immediately prior to the Amendment No. 2 Effective Date.

Section 6. Tower Borrower Release . Immediately prior to the incurrence of the Replacement Term B-2 Loans and the Incremental Term B-2 Loans on the Amendment No. 2 Funding Date, and following the distribution by Tower LLC of all of its rights and obligations under the Tower LLC Loan to the Tower Borrower, and the assumption of such rights and obligations by Tower Borrower under the Tower LLC Loan: (i) the Tower Borrower hereby assigns all of its rights and obligations under the Loan Documents to the Company Borrower, and the Company Borrower hereby assumes by novation all rights and obligations of the Tower Borrower under the Loan Documents, (ii) in consideration for (i), the Tower Borrower hereby irrevocably releases the Company Borrower from all of its obligations with respect to the Tower LLC Loan, (iii) the Tower Borrower is hereby deemed to have paid and satisfied its obligations under the Loan Documents, and each of the Tower Group Members is hereby irrevocably released from all of its obligations and liabilities under the Loan Documents and (iv) all assets and other property of the Tower Group Members and their direct and indirect parent companies, including the Capital Stock of the Tower Group Members and any Tower LLC Spread and proceeds thereon, are hereby irrevocably released from the Liens and security interests under the Loan Documents (collectively, the “ Tower Release ”).

Section 7. Expenses . As and to the extent provided in Section 10.5 of the Credit Agreement, the Company Borrower agrees to reimburse the Administrative Agent for its and the Lead Arrangers’ reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP , counsel for the Administrative Agent.

Section 8. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section 9. Applicable Law . The validity, interpretation and enforcement of this Amendment and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

Section 10. Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 11. Effect of Amendment . Except as expressly set forth herein, this Amendment 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, all of which are ratified and affirmed in all respects and shall continue in full force and effect. As of the Amendment No. 2 Funding Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ,” “ thereof ” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Loan Document. The parties hereto hereby consent to the incurrence of the Replacement Term B-2 Loans and the Incremental Term B-2 Loans upon the terms and subject to the conditions set forth herein. Upon the Amendment No. 2 Effective Date, all conditions and requirements set forth in the Credit Agreement or the other Loan Documents relating to the effectiveness of this Amendment shall be deemed satisfied and, upon the Amendment No. 2 Funding Date, (i) all conditions and requirements set forth in the Credit Agreement or the other Loan Documents relating to the incurrence of the Replacement Term B-2 Loans and the Incremental Term B-2 Loans shall be deemed satisfied and (ii) the incurrence of the Replacement Term B-2 Loans and the Incremental Term B-2 Loans shall be deemed arranged and consummated in accordance with the terms of the Credit Agreement and the other Loan Documents; provided that if the Amendment No. 2 Funding Date does not occur on or prior to the date that is sixty (60) days after the Amendment No. 2 Effective Date, this Amendment, and the agreements of each of the parties hereunder (other than Section 7 hereof), shall be automatically terminated without any further effect.

Section 12. Acknowledgement and Affirmation . Each Company Loan Party party hereto (other than, for the avoidance of doubt, the Tower Group Members) hereby expressly acknowledges, as of the Amendment No. 2 Effective Date, (i) all of its obligations under the Guarantee, the Security Documents and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) its grant of security interests pursuant to the Security Documents are reaffirmed and remain in full force and effect after giving effect to the Amendment Transactions, (iii) the Obligations include, among other things and without limitation, the due and punctual payment of the principal of, interest on, and premium (if any) on, the Replacement Term B-2 Loans and the Incremental Term B-2 Loans and (iv) except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

Section 13. Post-Closing Deliverables . If reasonably requested by the Administrative Agent, within 90 days after the Amendment No. 2 Funding Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received either the items listed in paragraph (i) or the items listed in paragraph (ii) as follows:

(i) (A) a favorable opinion, addressed to the Administrative Agent and each of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property is located substantially to the effect that:

(x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement (as amended by the Amendment) and the other documents executed in connection therewith, for the benefit of the Secured Parties; and

(y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement (as amended by the Amendment) and the other documents executed in connection therewith, for the benefit of the Secured Parties; and

(B) a title search to the applicable real property encumbered by a Mortgage demonstrating that such real property is free and clear of all Liens (except those Liens created or permitted under the Credit Agreement and the Security Documents); or

(ii) with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent:

(A) an amendment to the existing Mortgage (the “ Mortgage Amendment ”) to reflect the matters set forth in this 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;

(B) a favorable opinion, addressed to the Administrative Agent and the Secured Parties covering, among other things, the enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage);

(C) a date down endorsement to the existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage;

(D) evidence of payment of all search charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and

(E) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 13 and evidence of payment of all applicable title insurance premiums required for the issuance of the endorsement to the title policy contemplated in this Section 13; and

(iii) such other documentation with respect to the Mortgaged Property, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties.

Section 14. Roles . It is agreed that each of Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as joint arrangers and joint bookrunners for the Replacement Term B-2 Loans and the Incremental Term B-2 Loans (collectively, the “ Lead Arrangers ”).

[signature pages follow]

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


TOWER BORROWER:	ONEX BP FINANCE LP
	By: 2429701 Ontario Inc., its General Partner

	By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Representative

	By:	/s/ Matthew Ross
	Name:	Matthew Ross
	Title:	Representative

COMPANY BORROWER:	JELD-WEN, INC.

	By:	/s/ L. Brooks Mallard
	Name:	L. Brooks Mallard
	Title:	Executive Vice President and Chief Financial Officer

HOLDINGS:	JELD-WEN HOLDING, INC.

	By:	/s/ L. Brooks Mallard
	Name:	L. Brooks Mallard
	Title:	Executive Vice President and Chief Financial Officer

GUARANTORS:	ONEX BP FINANCE LLC

	By:	/s/ Joshua Hausman
	Name:	Joshua Hausman
	Title:	Director

	By:	/s/ Matthew Ross
	Name:	Matthew Ross
	Title:	Director


				JELD-WEN DOOR REPLACEMENT SYSTEMS, INC.

				By:		/s/ Michael E. Westfall
				Name:		Michael E. Westfall
				Title:		Secretary & Treasurer

				HARBOR ISLES, LLC
				By: JWI, Inc., its Sole Member

				By:		/s/ John Linker
				Name:		John Linker
				Title:		President

				AMERICAN MILLWORK, INC.

				By:		/s/ John Logan
				Name:		John Logan
				Title:		Secretary

				CREATIVE MEDIA DEVELOPMENT, INC.

				By:		/s/ James Parello
				Name:		James Parello
				Title:		Vice President

				JWI, INC.
				JW INTERNATIONAL HOLDINGS, INC.
				J&W RISK SERVICES, INC.

				By:		/s/ John Linker
				Name:		John Linker
				Title:		President

				JW REAL ESTATE, INC.

				By:		/s/ John Linker
				Name:		John Linker
				Title:		Treasurer


				BANK OF AMERICA, N.A.,
				as Administrative Agent

				By:		/s/ Henry Pennell
				Name:		Henry Pennell
				Title:		Vice President

				BARCLAYS BANK PLC,
				as a Replacement Term B-2 Lender

				By:		/s/ Craig J. Malloy
				Name:		Craig J. Malloy
				Title:		Director

				BARCLAYS BANK PLC,
				as an Incremental Term B-2 Lender

				By:		/s/ Craig J. Malloy
				Name:		Craig J. Malloy
				Title:		Director

Schedule 2.01(a)

Replacement Term B-2 Loan Commitments


Lender	Term B-2 Loan Commitment
Barclays Bank PLC	$	78,871,998.45
Total:	$	78,871,998.45

Schedule 2.01(b)

Incremental Term B-2 Loan Commitments


Lender	Term B-2 Loan Commitment
Barclays Bank PLC	$	375,000,000
Total:	$	375,000,000

EXHIBIT A

[See Attached]

CONSENT TO AMENDMENT

CONSENT (this “ Consent ”) to Amendment No. 2 (the “ Amendment ”), to the Term Loan Credit Agreement, dated as of October 15, 2014, as amended by that certain Amendment No. 1 dated as of July 1, 2015, and as further amended, supplemented, waived or otherwise modified prior to the date hereof (the “ Existing Credit Agreement ”; and as amended by the Amendment, the “ Amended Credit Agreement ”), among JELD-WEN Holding, Inc., a Delaware corporation, JELD-WEN, Inc., a Delaware corporation (the “ Company Borrower ”), Onex BP Finance LP, a Delaware limited partnership (the “ Tower Borrower ” and, together with the Company Borrower, the “ Borrowers ”), the guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent. Capitalized terms used but not defined in this Consent are used as defined in the Amendment.

Existing Lenders of Initial Loans

The undersigned Lender of Initial Loans hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

☐

to convert 100% of the outstanding principal amount of the Initial Loans under the Existing Credit Agreement held by such Lender (or such lesser amount allocated to such Lender by the Lead Arrangers) into Replacement Term B-2 Loans under the Amended Credit Agreement in a like principal amount. In the event a lesser amount is allocated, the difference between the current amount and the allocated amount will be prepaid on the Amendment No. 2 Funding Date.

Post-Closing Settlement Option

☐

to have 100% of the outstanding principal amount of the Initial Loans under the Existing Credit Agreement held by such Lender prepaid on the Amendment No. 2 Funding Date and purchase by assignment the principal amount of Replacement Term B-2 Loans under the Amended Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Lead Arrangers)

Existing Lenders of Term B-1 Loans

The undersigned Lender of Term B-1 Loans hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

☐

to convert 100% of the outstanding principal amount of the Term B-1 Loans under the Existing Credit Agreement held by such Lender (or such lesser amount allocated to such Lender by the Lead Arrangers) into Replacement Term B-2 Loans under the Amended Credit Agreement in a like principal amount. In the event a lesser amount is allocated, the difference between the current amount and the allocated amount will be prepaid on the Amendment No. 2 Funding Date.

Post-Closing Settlement Option

☐

to have 100% of the outstanding principal amount of the Term B-1 Loans under the Existing Credit Agreement held by such Lender prepaid on the Amendment No. 2 Funding Date and purchase by assignment the principal amount of Replacement Term B-2 Loans under the Amended Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Lead Arrangers)


,
as a Lender (type name of the legal entity)

By:
Name:
Title:

[If a second signature is necessary:]

By:
Name:
Title:

[Signature Page to Amendment No. 2 to Jen-Weld Term Loan Credit Agreement]

ANNEX A

[See Attached]

ANNEX A

~~Initial Loans Published CUSIP Number: 47579SAP5~~

~~Term B-1 Loans Published CUSIP Number: [ ]~~

~~$1,255,000,000~~

AMENDED TERM LOAN CREDIT AGREEMENT

among

JELD-WEN Holding, ~~inc~~ Inc .,

as Holdings,

JELD-WEN, ~~inc~~ Inc .,

as the Company ~~Borrower,~~ ~~Onex BP Finance LP,~~

~~as the Tower~~ Borrower,

The Several Lenders from Time to Time Parties Hereto,

and

Bank of America, N.A.,

as Administrative Agent

Dated as of October 15, 2014

As amended as of July 1, 2015 and November 1, 2016

Bank of America, N.A.,

Wells Fargo Securities, LLC,

Barclays Bank PLC,

SunTrust Robinson Humphrey, Inc.

and

KeyBank National Association

as Joint Lead Arrangers and Joint Bookrunners

Barclays Bank PLC

and

Merrill Lynch, Pierce, Fenner & Smith Incorporated

as Amendment No. 1 Lead Arrangers and Bookrunners

and Amendment No. 2 Lead Arrangers and Bookrunners

TABLE OF CONTENTS


		Page

SECTION 1	DEFINITIONS	1

1.1	Defined Terms	1
1.2	Other Interpretive Provisions	70
1.3	Accounting	7 5 0
1.4	Limited Condition Transactions	71

SECTION 2	AMOUNT AND TERMS OF COMMITMENTS	72

2.1	Commitments	72
2.2	Procedure for Borrowing of Loans	72
2.3	Repayment of Loans .	7 7 2
2.4	Fees	7 7 3
2.5	Optional Prepayments .	73
2.6	Mandatory Prepayments .	7 8 4
2.7	Conversion and Continuation Options .	70 76
2.8	Limitations on Eurodollar Tranches	7 1 6
2.9	Interest Rates and Payment Dates .	7 1 7
2.10	Computation of Interest .	7 1 7
2.11	Inability to Determine Interest Rate; Illegality .	7 2 8
2.12	Pro Rata Treatment and Payments .	7 3 9
2.13	Requirements of Law .	8 5 0
2.14	Taxes .	8 6 1
2.15	Indemnity	8 8 4
2.16	Change of Lending Office	8 9 4
2.17	Replacement of Lenders	8 9 5
2.18	Notes	80 85
2.19	Incremental Credit Extensions	80 86
2.20	Refinancing Amendments .	8 2 8
2.21	Defaulting Lenders .	8 4 9
2.22	Loan Modification Offers .	9 5 0

SECTION 3	REPRESENTATIONS AND WARRANTIES	9 6 1

3.1	Financial Condition	9 6 1
3.2	No Change	9 6 2
3.3	Existence; Compliance with Law	9 6 2
3.4	Power; Authorization; Enforceable Obligations	9 7 2
3.5	No Legal Bar	9 7 3
3.6	Litigation	9 8 3
3.7	Ownership of Property; Liens	9 8 3
3.8	Intellectual Property	9 8 3
3.9	Taxes	9 8 4
3.10	Federal Regulations	9 8 4
3.11	ERISA	9 9 4
3.12	Investment Company Act; Other Regulations	9 9 4
3.13	Environmental Matters	9 9 4
3.14	Accuracy of Information, etc.	90 95
3.15	Security Documents	95 9 0

-i-


3.16	Solvency	96 1
3.17	Patriot Act; FCPA; OFAC	96 1
3.18	Status as Senior Indebtedness	9 1 6

SECTION 4	CONDITIONS PRECEDENT	9 1 7

4.1	Conditions to Closing Date	9 1 7
4.2	Conditions to Each Borrowing Date	9 4 9

SECTION 5	AFFIRMATIVE COVENANTS	1 4 00

5.1	Financial Statements	1 4 00
5.2	Certificates; Other Information	1 5 01
5.3	Payment of Taxes	1 7 02
5.4	Maintenance of Existence; Compliance with Law	1 7 02
5.5	Maintenance of Property; Insurance	1 7 02
5.6	Inspection of Property; Books and Records; Discussions	1 7 03
5.7	Notices	1 8 03
5.8	Environmental Laws	1 8 04
5.9	Additional Collateral, etc.	1 9 04
5.10	Credit Ratings	10 1 7
5.11	Further Assurances	10 2 7
5.12	Designation of Unrestricted Subsidiaries	10 2 7
5.13	ERISA	10 2 8
5.14	Use of Proceeds	10 2 8
5.15	~~Repayment of Tower LLC Loan~~ [Reserved].	~~102~~ 108
5.16	~~Withholding Tax Guarantee Agreement~~ [Reserved].	~~102~~ 108
5.17	Quarterly Conference Calls	10 3 8
5.18	Post-Closing Actions	10 3 8

~~SECTION 5.A~~	~~AFFIRMATIVE COVENANTS OF THE TOWER BORROWER~~	~~103~~

~~5.1.A~~	~~Information~~	~~103~~
~~5.2.A~~	~~Payment of Obligations~~	~~103~~
~~5.3.A~~	~~Maintenance of Existence; Compliance~~	~~103~~
~~5.4.A~~	~~Inspection of Property; Books and Records; Discussions~~	~~104~~
~~5.5.A~~	~~Notices~~	~~104~~
~~5.6.A~~	~~Additional Collateral, etc.~~	~~105~~
~~5.7.A~~	~~Further Assurances~~	~~105~~

SECTION 6	NEGATIVE COVENANTS	11 5 1

6.1	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.	11 5 1
6.2	Limitation on Restricted Payments	1 12 18
6.3	Dividend and Other Payment Restrictions Affecting Subsidiaries	1 20 25
6.4	Asset Sales	1 22 27
6.5	Transactions with Affiliates	12 3 8
6.6	Liens	13 6 2
6.7	Merger, Consolidation or Sale of All or Substantially All Assets	13 6 2
6.8	[Reserved]	13 8 4
6.9	Changes in Fiscal Year	13 8 4
6.10	Negative Pledge Clauses	13 8 4
6.11	Lines of Business	13 9 4

-ii-


6.12	Amendments to Organizational Documents	13 9 5

~~SECTION 6.A~~	~~NEGATIVE COVENANTS OF THE TOWER BORROWER~~	~~130~~

~~6.1.A~~	~~Indebtedness~~	~~130~~
~~6.2.A~~	~~Liens~~	~~130~~
~~6.3.A~~	~~Fundamental Changes~~	~~131~~
~~6.4.A~~	~~Disposition of Property~~	~~131~~
~~6.5.A~~	~~Restricted Payments~~	~~131~~
~~6.6.A~~	~~Consolidated Capital Expenditures~~	~~131~~
~~6.7.A~~	~~Investments~~	~~131~~
~~6.8.A~~	~~[Reserved]~~	~~131~~
~~6.9.A~~	~~Transactions with Affiliates~~	~~131~~
~~6.10.A~~	~~Swap Agreements~~	~~131~~
~~6.11.A~~	~~Lines of Business~~	~~132~~
~~6.12.A~~	~~Other Agreements~~	~~132~~
~~6.13.A~~	~~Amendments to Certain Agreements~~	~~132~~

SECTION 7	GUARANTEE	1 3 3 7

7.1	The Guarantee	1 3 3 7
7.2	Obligations Unconditional	1 33 38
7.3	Reinstatement	1 34 40
7.4	No Subrogation	1 34 40
7.5	Remedies	1 34 40
7.6	Instrument for the Payment of Money	1 35 40
7.7	Continuing Guarantee	1 35 40
7.8	General Limitation on Guarantor Obligations	1 35 40
7.9	Release of Guarantors	1 35 41
7.10	Right of Contribution	1 36 41
7.11	Keepwell	1 36 41

SECTION 8	EVENTS OF DEFAULT	14 6 2

8.1	~~Company Borrower~~ Events of Default	14 6 2
8.2	~~Tower Borrower Events of Default~~ [Reserved]	~~138~~ 144
8.3	Action in Event of Default	1 41 46
8.4	Application of Proceeds	1 41 46

SECTION 9	ADMINISTRATIVE AGENT	1 42 47

9.1	Appointment and Authority	1 42 47
9.2	Rights as a Lender	1 4 4 8
9.3	Exculpatory Provisions	1 4 4 8
9.4	Reliance by Administrative Agent	1 44 49
9.5	Delegation of Duties	1 44 50
9.6	Resignation and Removal of Administrative Agent	1 45 50
9.7	Non-Reliance on Administrative Agent and Other Lenders	1 46 51
9.8	No Other Duties, Etc.	1 46 51
9.9	Administrative Agent May File Proofs of Claim	1 46 51
9.10	Collateral and Guaranty Matters	1 47 52
9.11	Intercreditor Agreements	1 48 53
9.12	Withholding Tax Indemnity	1 48 53
9.13	Indemnification	15 9 4

-iii-


SECTION 10	MISCELLANEOUS	15 9 4

10.1	Amendments and Waivers	15 9 4
10.2	Notices	1 52 57
10.3	No Waiver; Cumulative Remedies	1 5 59
10.4	Survival of Representations and Warranties	1 5 59
10.5	Payment of Expenses and Taxes	1 5 59
10.6	Successors and Assigns; Participations and Assignments	1 56 6 1
10.7	~~Release of Tower Group Members’ Obligations~~ [Reserved]	~~161~~ 166
10.8	Adjustments; Set-off	1 62 67
~~10.9~~	~~No Recourse Against Limited Partners~~	~~168~~
10.9	~~10.10~~ Counterparts; Electronic Execution	1 6 68
10.10	~~10.11~~ Severability	1 6 68
10.11	~~10.12~~ Integration	1 6 68
10.12	~~10.13~~ Governing Law	1 6 68
10.13	~~10.14~~ Submission To Jurisdiction; Waivers	1 6 68
10.14	~~10.15~~ Acknowledgements	1 6 69
10.15	~~10.16~~ Confidentiality	1 6 69
10.16	~~10.17~~ Waivers Of Jury Trial	1 6 70
10.17	~~10.18~~ USA Patriot Act Notification	1 6 70
10.18	~~10.19~~ Maximum Amount	1 6 70
10.19	~~10.20~~ Lender Action	1 6 71
10.20	~~10.21~~ No Fiduciary Duty	171 6
10.21	Acknowledgement and Consent to Bail-In of EEA Financial Insitutions	172

SCHEDULES :
1.1A	Commitments
1.1B	Excluded Assets
1.1C	Mortgaged Properties
1.1D	Specified Dispositions
3.9	Taxes
3.15(a)	UCC Filing Jurisdictions
4.1(h)	Local Counsel
6.1	Certain Existing Indebtedness
6.2	Certain Existing Investments
~~6.5~~ 6.5	Certain Transactions with Affiliates
~~6.6~~ 6.6	Certain Existing Liens

EXHIBITS :

A-1	Form of Pledge and Security Agreement
A-2	~~Form of Onex Pledge Agreement~~ [Reserved]
A-3	~~Form of Canadian Pledge Agreement~~ [Reserved]
B	Form of Assignment and Assumption
C-1	Form of Exemption Certificate
C-2	Form of Exemption Certificate
C-3	Form of Exemption Certificate
C-4	Form of Exemption Certificate
D-1	Form of ABL-Term Intercreditor Agreement
D-2	Form of Intercreditor Terms

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E		~~Form of Tower LLC Subordination Agreement~~ [Reserved]
F		Form of Note
G		~~Form of Withholding Tax Guarantee Agreement~~ [Reserved]
H		Form of Guarantor Joinder Agreement
I		Form of Borrowing Request
J		Form of Solvency Certificate

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AMENDED TERM LOAN CREDIT AGREEMENT (this “ Agreement ”), dated as of ~~July~~ November 1, 201 5 6 , among JELD-WEN Holding, ~~inc~~ Inc ., ~~an Oregon~~ a Delaware corporation (“ Holdings ”), JELD-WEN, ~~inc~~ Inc ., ~~an Oregon~~ a Delaware corporation (the “ Company Borrower ” ~~), Onex BP Finance LP, a Delaware limited partnership (the “~~ ~~Tower Borrower~~ ~~” and, together with the Company Borrower, each a “~~ ~~Borrower~~ ~~” and, collectively, the “~~ ~~Borrowers~~ or the “ Borrower ”), the Company Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1 ), ~~the Tower LLC,~~ the several banks, financial institutions, institutional investors and other entities from time to time party hereto as lenders (the “ Lenders ”), and Bank of America, N.A., as Administrative Agent.

W I T N E S S E T H :

WHEREAS, on the Closing Date, the Lenders ~~agreed to extend~~ extended Loans to the ~~Borrowers~~ Company Borrower and the Tower Borrower (the “ Initial Loans ” ) in an aggregate principal amount of $775,000,000;

WHEREAS, on the Amendment No. 1 Effective Date, the Term B-1 Lenders ~~have agreed to extend~~ extended the Term B-1 Loans ~~to the Borrowers~~ (the “ Term B-1 Loans ” ) to the Company Borrower and the Tower Borrower in an aggregate principal amount of $480,000,000;

WHEREAS, ~~the Company Borrower has agreed to guarantee the obligations of the Tower Borrower and the Tower Borrower has agreed to guarantee the obligations of the Company Borrower;~~ on the Amendment No. 2 Funding Date, the Term B-2 Lenders agreed to extend the Term B-2 Loans to the Company Borrower in an aggregate principal amount of $1,611,637,500, the proceeds of which were used to prepay the Initial Loans and the Term B-1 Loans in full and to fund the Amendment No. 2 Distribution;

WHEREAS, ~~each~~ the Borrower has agreed to secure all of its ~~respective~~ Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties, a lien on substantially all of its assets (subject to certain limitations set forth in the Loan Documents); and

WHEREAS, each of Holdings , and the Company Subsidiary Guarantors ~~and the Tower LLC~~ has agreed to guarantee the Obligations of ~~each~~ the Borrower and to secure its respective Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties, a lien on substantially all of its assets (subject to certain limitations set forth in the Loan Documents).

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1 DEFINITIONS

1.1 Defined Terms . As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ ABL Agent ”: the Senior Representative (which shall be Wells Fargo Bank, National Association on the Closing Date) under the ABL Credit Agreement.

“ ABL Credit Agreement ”: the Revolving Credit Agreement, dated as of the Closing Date, among the Company Borrower, the other borrowers and guarantors party thereto, the lenders from time to time party thereto and the ABL Agent, as amended, restated, refinanced, supplemented or otherwise modified from time to time in accordance with this Agreement and the ABL-Term Intercreditor Agreement.

“ ABL Documents ”: the ABL Credit Agreement and each other Loan Document (as defined in the ABL Credit Agreement).

“ ABL Obligations ”: as defined in the ABL-Term Intercreditor Agreement.

“ ABL Priority Collateral ”: as defined in the ABL-Term Intercreditor Agreement.

“ ABL-Term Intercreditor Agreement ”: an Intercreditor Agreement substantially in the form of Exhibit D-1 .

“ ABR ”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ ⁄ ₂ of 1%, (c) the Eurodollar Base Rate that would then be in effect for a Eurodollar Loan with an Interest Period of one month plus 1% ( provided that, for the avoidance of doubt, the Eurodollar Base Rate for any day (for purposes of the definition of “ABR”) shall be based on the rate determined two Business Days prior to such date at approximately 11:00 A.M. (London, England time) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) for deposits in dollars with a term of one month) and (d) 2.00% per annum. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ ABR Loans ”: Loans the rate of interest applicable to which is based upon the ABR.

“ Acceptable Price ”: as defined in the definition of “Dutch Auction.”

“ Accepting Lenders ”: as defined in Section 2.22(a) .

“ Acquired Indebtedness ”: with respect to any specified Person:

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person;

provided that any Indebtedness of such Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Restricted Subsidiary of the specified Person will not be Acquired Indebtedness.

“ Additional Lender ”: at any time, any bank or other financial institution that agrees to provide any portion of any (a) Incremental Loans pursuant to an Incremental Amendment in accordance

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with Section 2.19 or (b) Permitted Credit Agreement Refinancing Debt pursuant to a Refinancing Amendment in accordance with Section 2.20 ; provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender if such consent would be required under Section 10.6(b) for an assignment of Loans to such Additional Lender, (ii) the Company Borrower shall have consented to such Additional Lender and (iii) if such Additional Lender is an Affiliated Lender, such Additional Lender must comply with the limitations and restrictions set forth in Section 10.6(b)(iv) .

“ Administrative Agent ”: Bank of America, together with its affiliates, as the administrative agent for the Lenders and as the collateral agent for the Secured Parties under this Agreement and the other Loan Documents, together with any of its successors in such capacities.

“ Affiliated Lender ”: the Sponsor, any Debt Fund Affiliate or any Non-Debt Fund Affiliate.

“ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the aggregate then unpaid principal amount of such Lender’s Loans.

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Agreement ”: as defined in the preamble hereto.

“ ~~Amendment Effective Date~~ ~~” : July 1, 2015.~~

“ ~~Amendment~~ ~~Transactions~~ ” : (i) the incurrence of the Term B-1 Loans, (ii) the other amendments under Amendment No. 1, (iii) the consummation of the Tower Transaction, (iv) the Amendment No. 1 Distribution, (v ) the consummation of certain acquisitions permitted hereunder and/or the payment of the Additional Amendment No. 1 Distributions and ( vi) the payment of fees and expenses in connection therewith and related transactions.

“ Amendment No. 1 ”: Amendment No. 1, dated as of July 1, 2015, by and among Holdings, the ~~Borrowers~~ Company Borrower, the Tower Borrower , the Administrative Agent and the Lenders party thereto.

“Amendment No. 1 Effective Date”: July 1, 2015.

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“ Amendment No. 1 Engagement Letter ”: the engagement letter, dated as of June 10, 2015, among the Administrative Agent, the Amendment No. 1 Lead Arrangers and Bookrunners and the Company Borrower.

“ Amendment No. 1 Lead Arrangers and Bookrunners ”: Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Amendment No. 1 Transactions”: (i) the incurrence of the Term B-1 Loans, (ii) the other amendments under Amendment No. 1, (iii) the Amendment No. 1 Distribution, (iv) the consummation of certain acquisitions permitted hereunder and/or the payment of the Additional Amendment No. 1 Distributions and (v) the payment of fees and expenses in connection therewith and related transactions.

“Amendment No. 2”: Amendment No. 2, dated as of November 1, 2016, by and among Holdings, the Borrower, the Administrative Agent and the Lenders party thereto.

“Amendment No. 2 Distribution”: Restricted Payments, directly or indirectly, to the Sponsor and the other equity holders of Holdings, including holders of equity awards or equity-based awards, and/or payments in lieu thereof or related thereto, in an aggregate amount not to exceed $400,000,000.

“Amendment No. 2 Effective Date”: November 1, 2016.

“Amendment No. 2 Engagement Letter”: the engagement letter, dated as of October 4, 2016, among the Administrative Agent, the Amendment No. 2 Lead Arrangers and Bookrunners and the Company Borrower.

“Amendment No. 2 Funding Date”: the date on which the Term B-2 Loans are funded by the Term B-2 Lenders.

“Amendment No. 2 Lead Arrangers and Bookrunners”: Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Amendment No. 2 Transactions”: (i) the incurrence of the Term B-2 Loans and the repayment of the Initial Loans and the Term B-1 Loans, (ii) the other amendments under Amendment No. 2, (iii) the Amendment No. 2 Distribution, (iv) that certain Amendment No. 2 to the ABL Credit Agreement, dated as of November 1, 2016, among the Company Borrower, the other borrowers and guarantors party thereto, the lenders from time to time party thereto and the ABL Agent, (v) the Tower Release and (vi) the payment of fees and expenses in connection therewith and related transactions

“ Applicable Discount ”: as defined in the definition of “Dutch Auction.”

“ Applicable Margin ”: with respect to:

~~(a) any Loan other than any Incremental Loan or any Other Loan, 4.25% per annum in the case of Eurodollar Loans and 3.25% per annum in the case of ABR Loans;~~

(a) ~~(b)~~ any Term B- 1 2 Loan, (i) until delivery of financial statements in respect of the fiscal ~~quarter~~ period ending ~~September~~ December 31, 201 5 6 pursuant to Section 5.1 , 4 3 . 00 75 % per annum in the case of Eurodollar Loans and 3 2 . 00 75 % per annum in the case of ABR Loans and (ii) thereafter, the following percentages per annum, based upon the Total Net Leverage Ratio as set forth in a certificate of a Responsible Officer (the “ Compliance Certificate ”) delivered concurrently with the delivery of financial statements under Section 5.1 received by the Administrative Agent pursuant to Section 5.1 ,

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Applicable Margin


Pricing Level	Total Net Leverage Ratio	Eurodollar Rate	ABR
1	< 3.50:1.00	3.50 %	2.50 %
1 2	~~£ 4~~ > 3 . 0 5 0:1.00	3.75%	2.75%
2	> ~~4.00:1.00~~	~~4.00%~~	~~3.00%~~

Any increase or decrease in the Applicable Margin resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered concurrently with the delivery of required financial statements pursuant to Section 5.1 ; provided that, upon the request of the Majority Lenders holding Term B- 1 2 Loans, the highest Pricing Level shall apply (x) as of the first Business Day after the date on which financial statements and a concurrent Compliance Certificate was required to have been delivered but were not delivered, and shall continue to so apply up to and including the date on which such financial statements and Compliance Certificate are so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.1(a) or Section 8.2(a) shall have occurred and be continuing, and shall continue to so apply up to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

In the event that any Compliance Certificate is shown by the Administrative Agent to be inaccurate (whether as a result of an inaccuracy in the financial statements on which such Compliance Certificate is based, a mistake in calculating the applicable Total Net Leverage Ratio or otherwise) at any time that this Agreement is in effect and any Term B- 1 2 Loans or Term B- 1 2 Commitments are outstanding such that the Applicable Margin for any period (an “ Applicable Period ”) should have been higher than the Applicable Margin applied for such Applicable Margin, then (i) the ~~Borrowers~~ Borrower shall promptly (and in no event later than five (5) Business Days thereafter) deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the corrected Compliance Certificate (but in no event shall the Term B- 1 2 Lenders owe any amounts to the ~~Borrowers~~ Borrower ), and (iii) the ~~Borrowers~~ Borrower shall pay to the Administrative Agent promptly upon demand (and in no event later than five (5) Business Days after demand) any additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, any additional interest hereunder shall not be due and payable until demand is made for such payment pursuant to clause (iii) above and accordingly, any nonpayment of such interest as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue (and no amounts shall accrue interest at the rate specified in Section 2.9(c) ), at any time prior to the date that is five (5) Business Days following such demand. The ~~Borrowers~~ ’ Borrower’s Obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

~~(c)~~ (b) any Incremental Loan, the Applicable Margin shall be as set forth in the Incremental Amendment relating to the Incremental Commitment in respect of such Incremental Loan;

~~(d)~~ (c) any Other Loan, the Applicable Margin shall be as set forth in the Refinancing Amendment relating to such Loan; and

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~~(e)~~ (d) any Extended Loan, the Applicable Margin shall be as set forth in the Loan Modification Agreement relating to such Loan.

“ Applicable Requirements ”: in respect of any Indebtedness, Indebtedness that satisfies the following requirements:

(a) (i) if such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations, such Indebtedness does not mature prior to then Latest Maturity Date and (ii) for any other Indebtedness, such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is 91 days after the then Latest Maturity Date at the time such Indebtedness is incurred;

(b) if such Indebtedness is secured by the Collateral, a Senior Representative acting on behalf of the holders of such Indebtedness has become party to the applicable Intercreditor Agreements (and/or the applicable Intercreditor Agreements have been amended, supplemented or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral on a pari passu basis or a junior-lien basis, as applicable);

(c) to the extent such Indebtedness is secured, it is not secured by any property or assets of Holdings, the ~~Borrowers~~ Borrower or any Restricted Subsidiary thereof other than the Collateral (it being agreed that such Indebtedness shall not be required to be secured by all of the Collateral); provided that Indebtedness that may be incurred by Non-Guarantor Subsidiaries pursuant to Section 6.1 may be secured by assets of Non-Guarantor Subsidiaries;

(d) if such Indebtedness is permitted under Section 6.1 and such Indebtedness is incurred by (i) any Non-Guarantor Subsidiary, such Indebtedness shall not be guaranteed by any Loan Party and (ii) ~~any~~ the Borrower or any Guarantor, such Indebtedness shall not be guaranteed by any Person other than the ~~Borrowers~~ Borrower or Guarantors and shall not have any obligors other than the ~~Borrowers~~ Borrower or Guarantors; and

(e) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions and financial covenants) are (i) taken as a whole, not materially more favorable to the providers of such Indebtedness than those set forth in the Loan Documents or (ii) on market terms for “high yield” notes of the type being incurred at the time of incurrence (it being agreed that such Indebtedness may be in the form of notes or a credit agreement), except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date;

provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days (or a shorter period acceptable to the Administrative Agent) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company Borrower has determined in good faith that such terms and conditions satisfy the requirements of this definition, shall be conclusive evidence that such terms and conditions satisfy the requirements of this definition, unless the Administrative Agent notifies the Company Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“ Approved Electronic Communications ”: as defined in Section 10.2 .

“ Approved Fund ”: as defined in Section 10.6(b)(ii) .

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“ Asset Sale ”:

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale Leaseback Transaction) of the ~~Borrowers~~ Company Borrower or any Restricted Subsidiary thereof outside of the ordinary course of business of the Company Borrower or such Restricted Subsidiary (each referred to in this definition as a “disposition”) or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary of ~~either~~ the Borrower (other than (x) directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law or (y) Preferred Stock or Disqualified Stock of a Restricted Subsidiary issued in compliance with Section 6.1 ), other than to ~~either~~ the Borrower or another Restricted Subsidiary of ~~either~~ the Borrower (whether in a single transaction or a series of related transactions), in each case other than:

(a) a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out equipment or any sale or disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and facility updates or any disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business;

(b) the sale, conveyance or other disposition of all or substantially all of the assets of the Company Borrower in a manner permitted pursuant to Section 6.7 ;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary of the Company Borrower with an aggregate Fair Market Value of less than $5,000,000;

(e) any transfer or disposition of property or assets by a Restricted Subsidiary of the Company Borrower to the Company Borrower or by the Company Borrower or a Restricted Subsidiary thereof to a Restricted Subsidiary of the Company Borrower that is a Guarantor hereunder;

(f) sales of assets received by the Company Borrower or any of its Restricted Subsidiaries upon the foreclosure on a Lien;

(g) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) the unwinding of any Hedging Obligations;

(i) the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable, notes receivable or other current assets held for sale in the ordinary course of business or the conversion of accounts receivable into a notes receivable;

(j) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(k) any financing transaction with respect to property built or acquired by the Company Borrower or any Restricted Subsidiary thereof after the Closing Date;

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(l) any exchange of assets for assets (including a combination of assets and Cash Equivalents) related to a Similar Business of comparable or greater market value or usefulness to the business of the Company Borrower and its Restricted Subsidiaries, as a whole, as determined in good faith by the Company Borrower, which in the event of an exchange of assets with a Fair Market Value in excess of (i) $5,000,000 shall be evidenced by an Officer’s Certificate and (ii) $10,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Company Borrower;

(m) the grant in the ordinary course of business of any license or sub-license of patents, trademarks, know-how and any other intellectual property;

(n) any sale or other disposition deemed to occur with creating, granting or perfecting a Lien not otherwise prohibited by this Agreement or the Loan Documents;

(o) the surrender or waiver or contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;

(p) foreclosures, condemnations or any similar action on assets;

(q) the sale (without recourse) of receivables (and related assets) pursuant to factoring arrangements entered into in the ordinary course of business;

(r) the sale, transfer, conveyance or other disposition of the assets (such assets, the “ Specified Assets ”) set forth on Schedule 1.1D (each, a “ Specified Disposition ”);

(s) ~~any disposition permitted under~~ ~~Section 6.4.A~~ ; [reserved];

(t) [ ~~Reserved];~~ reserved];

(u) any disposition of non-core assets (as determined by the Company Borrower in good faith) acquired pursuant to any Permitted Acquisition by the Company Borrower or any Restricted Subsidiary, provided that (i) the value of such non-core assets does not exceed 50.0% of the consideration paid in connection with such Permitted Acquisition, (ii) not less than 50.0% of the consideration payable to the Company Borrower and the Restricted Subsidiaries in connection with such Disposition is in the form of cash or Cash Equivalents ( provided , further , that for purposes of this clause (ii), any Designated Non- ~~cash~~ Cash Consideration received by the Company Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non- ~~cash~~ Cash Consideration received pursuant to this proviso that is at that time outstanding, not in excess of the greater of $20,000,000 and 0.90% of Total Assets, with the fair market value of each item of Designated Non- ~~cash~~ Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash), (iii) the consideration payable to the Company Borrower and the Restricted Subsidiaries in connection with such Disposition is not less than aggregate fair market value (as determined in good faith by the Company Borrower) thereof and (iv) no Event of Default has occurred and is continuing or would result therefrom;

(v) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and

(w) the lapse, abandonment or other disposition of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Company Borrower are no longer commercially reasonable to maintain or are not material to the conduct of the business of the Company Borrower and its Restricted Subsidiaries taken as a whole.

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“ Assignee ”: as defined in Section 10.6(b)(i) .

“ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit B .

“ Auction Purchase ”: a purchase of Loans or Commitments pursuant to a Dutch Auction (x) in the case of a Permitted Auction Purchaser, in accordance with the provisions of Section 10.6(b)(iii) or (y) in the case of an Affiliated Lender, in accordance with the provisions of Section 10.6(b)(iv) .

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

“ Bank of America ” means Bank of America, N.A., a national banking association, acting in its individual capacity, and its successors.

“ Bankruptcy Code ”: Title 11 of the United States Code entitled “Bankruptcy”, as now and hereinafter in effect, or any successor statute.

“ Beneficially Own ”: as defined within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act; “ Beneficial Ownership ” shall have a correlative meaning.

“ Benefited Lender ”: as defined in Section 10.8(a) .

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ~~” or “~~ Borrowers ”: as defined in the preamble hereto.

“ Borrowing ”: a borrowing consisting of simultaneous Loans of the same Type.

“ Borrowing Base ”: as defined in Section 6.1(b)(ii) .

“ Borrowing Date ”: any Business Day specified by ~~any~~ the Borrower as a date on which ~~such~~ the Borrower requests the relevant Lenders to make Loans hereunder.

“ Borrowing Request ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit I .

“ Business ”: as defined in Section 3.13(b) .

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“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the office of the Administrative Agent is located as specified in Section 10.2 and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“ ~~Canadian Pledge Agreement~~ ” : ~~the Canadian Pledge Agreement substantially in the form of~~ ~~Exhibit A-3~~ .

“ Cancellation ” or “ Cancelled ”: the cancellation, termination and forgiveness by Permitted Auction Purchaser of all Loans, Commitments and related Obligations acquired in connection with an Auction Purchase or other acquisition of Loans, which cancellation shall be consummated as described in Section 10.6(b)(iii)(C) and the definition of “Eligible Assignee.”

“ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all expenditures by such Person or any Restricted Subsidiary thereof during such period for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that, in conformity with GAAP, are included in “additions to property, plant or equipment” or comparable items reflected in the consolidated statement of cash flows of the Company Borrower and its Restricted Subsidiaries.

“ Cash Contribution Amount ”: the aggregate amount of cash contributions made to the capital of ~~any~~ the Borrower or any Guarantor described in the definition of “Contribution Indebtedness.”

“ Cash Equivalents ”:

(1) U.S. dollars, Canadian dollars, pounds sterling, euros, the national currency of any participating member state of the European Union and local currencies held by ~~any~~ the Borrower and any Restricted Subsidiaries thereof from time to time in the ordinary course of business in connection with any business conducted by such Person in such foreign jurisdiction;

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(5) commercial paper issued by a corporation (other than an Affiliate of ~~any~~ the Borrower) rated at least “P-1/A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

(8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

(9) instruments equivalent to those referred to in clauses (1) through (7) above denominated in Euro or pound sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with (a) any business conducted by any Restricted Subsidiary organized in such jurisdiction or (b) any Investment in the jurisdiction where such Investment is made.

“ Cash Management Agreement ”: any agreement to provide Cash Management Services.

“ Cash Management Obligations ”: all obligations, including guarantees thereof, of any Group Member to a Cash Management Provider that has appointed in writing the Administrative Agent as its collateral agent in a manner reasonably acceptable to the Administrative Agent and has agreed in writing with the Administrative Agent that it is providing Cash Management Services to one or more Group Members arising from transactions in the ordinary course of business of any Group Member, to the extent such obligations are primary obligations of a Loan Party or are guaranteed by a Loan Party.

“ Cash Management Provider ”: any Person that, as of the Closing Date or as of the date it enters into any Cash Management Agreement, is a Lender, a Joint Lead Arranger or the Administrative Agent or an Affiliate of a Lender, a Joint Lead Arranger or the Administrative Agent, in its capacity as a counterparty to such Cash Management Agreement.

“ Cash Management Services ”: any cash management facilities or services, including (i) treasury, depositary and overdraft services, automated clearinghouse transfer of funds (ii) foreign exchange, netting and currency management services and (iii) purchase cards, credit or debit cards, electronic funds transfer, automated clearinghouse arrangements or similar services.

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“ CFC ”: a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CFC Holdco ”: a Subsidiary that has no material assets other than capital stock of one or more direct or indirect Foreign Subsidiaries that are CFCs.

“ Change in Law ”: (a) the adoption or taking effect of any Requirement of Law after the Closing Date, (b) any change in any Requirement of Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the Closing Date or (c) the compliance by any Lender with any request, rule, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; provided , however , that (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) of the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case constitute a “Change in Law” regardless of the date enacted, adopted or issued.

“ Change in Tax Law ”: shall mean the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law, treaty, regulation or rule (or in the official application or interpretation of any law, treaty, regulation or rule, including a holding, judgment or order by a court of competent jurisdiction) relating to taxation.

“ Change of Control ”: at any time, (a) prior to a Qualified Public Offering, the Permitted Investors (i) shall fail to have the right, directly or indirectly, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors of Holdings or (ii) shall fail to Beneficially Own Capital Stock of Holdings representing a majority of the voting power represented by the issued and outstanding Capital Stock of Holdings, (b) after a Qualified Public Offering, any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Investors, shall Beneficially Own Capital Stock of Holdings representing more than 35.0% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Holdings and the percentage of the aggregate ordinary voting power represented by such Capital Stock Beneficially Owned by such person or group exceeds the percentage of the aggregate ordinary voting power represented by Capital Stock of Holdings then Beneficially Owned by the Permitted Investors, unless (i) the Permitted Investors have, at such time, the right or the ability, directly or indirectly, by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of Holdings or (ii) during any period of twelve (12) consecutive months immediately prior to such time, a majority of the seats (other than vacant seats) on the board of directors of Holdings shall be occupied by persons who were (x) members of the board of directors of Holdings on the Closing Date or nominated by one or more Permitted Investors or Persons nominated by one or more Permitted Investors or (y) appointed by directors so nominated, (c) Holdings shall cease to Beneficially Own, directly or indirectly, 100% of the issued and outstanding Capital Stock of the Company Borrower , or (d) a “change of control” or similar event shall occur under the ABL Credit Agreement or other Indebtedness of the ~~Borrowers~~ Borrower and ~~their respective~~ its Restricted Subsidiaries the outstanding principal amount of which exceeds $35,000,000 in the aggregate or (e) prior to the effectiveness of the Tower Borrower Release, (i) Onex shall fail to Beneficially Own Capital Stock of the Tower Borrower representing a majority of the voting power represented by the issued and outstanding Capital Stock of the Tower Borrower or (ii) the Tower Borrower shall fail to Beneficially Own Capital Stock of Tower LLC representing a majority of the voting power represented by the issued and outstanding Capital Stock of Tower LLC .

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“ Class ”: (a) when used with respect to Commitments, refers to whether such Commitments are Commitments, Incremental Commitments, Other Commitments or Extended Commitments and (b) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Loans, Incremental Loans, Other Loans or Extended Loans. Other Commitments, Extended Commitments, Incremental Commitments, Other Loans, Extended Loans and Incremental Loans made pursuant to any Incremental Amendment that have different terms and conditions shall be construed to be in different Classes.

“ Closing Date ”: October 15, 2014 .

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ”: all of the assets and property of the Loan Parties, now owned or hereafter acquired, whether real, personal or mixed upon which a Lien is purported to be created by any Security Document, other than Excluded Assets.

“ Commitment ”: as to any Lender, (i) the obligation of such Lender, if any, to make a Loan to the Tower Borrower and/or Company Borrower in a principal amount not to exceed the amount set forth under the heading “Commitment” opposite such Lender’s name on ~~Schedule 1.1A~~ ~~, (ii) the Term B-1 Incremental~~ the Term B-2 Commitments, ( ~~iii~~ ii ) the Incremental Commitments, if any, issued after the ~~Closing~~ Amendment No. 2 Funding Date pursuant to Section 2.19 or ( iv iii ) Other Commitments, if any, issued after the ~~Closing~~ Amendment No. 2 Funding Date pursuant to a Refinancing Amendment entered into pursuant to Section 2.20 . ~~The aggregate amount of the Commitments is $775,000,000 on the Closing Date. The aggregate amount of the Term B-1 Incremental Commitments is $480,000,000 on the Amendment Effective Date.~~

“ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Company Borrower ”: as defined in the preamble hereto.

“ ~~Company Borrower Default~~ ~~” : any of the events specified in~~ ~~Section 8.1~~ ~~, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.~~

“ ~~Company Borrower Event of Default~~ ~~” : any of the events specified in~~ ~~Section 8.1~~ ; ~~provided~~ ~~that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.~~

“ Company Group Member ”: the collective reference to Holdings, the Company Borrower and its Restricted Subsidiaries.

“ Company ~~Guaranteed Obligations~~ ”: as defined in ~~Section 7.1(b)~~ .“ ~~Company~~ Guarantors ”: the collective reference to ~~the Tower Borrower,~~ Holdings , and the Company Subsidiary Guarantors ~~and the Tower LLC~~ .

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“ Company Loan Party ”: the collective reference to each Loan Party that is a Company Group Member.

“ Company Subsidiary Guarantor ”: each Restricted Subsidiary of the Company Borrower that is a Domestic Subsidiary other than each Excluded Subsidiary.

“ Confidential Information Memorandum ”: the Confidential Information Memorandum dated September 2014 and furnished to certain Lenders.

“ Consolidated Current Assets ”: at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Company Borrower and its Restricted Subsidiaries at such date.

“ Consolidated Current Liabilities ”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Company Borrower and its Restricted Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Company Borrower and its Restricted Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Loans to the extent otherwise included therein.

“ Consolidated EBITDA ”: with respect to the Company Borrower and its Restricted Subsidiaries for any period, the Consolidated Net Income of the Company Borrower and its Restricted Subsidiaries for such period:

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income, including an amount equal to the amount of tax distributions actually made to the holders of Capital Stock of such Person or any direct or indirect parent of such Person in respect of such period in accordance with Section 6.2(b)(xii) which shall be included as though such amounts had been paid as income taxes directly by such Person; plus

(b) consolidated Fixed Charges of such Person for such period (including (x) bank fees and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (1)(t) through (1)(y) thereof, in each case, to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Non-Cash Charges of such Person for such period to the extent such non-cash charges were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses (including legal and professional expenses) or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the Incurrence of Indebtedness permitted to be Incurred by this Agreement, including a refinancing thereof, and any amendment or modification to the terms of any such transaction (in each case, whether or not successful), including such fees, costs, expenses or charges related to the Transactions, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

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(e) the amount of any cash restructuring costs, charges and expenses included in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Closing Date and costs related to the closure and/or consolidation of facilities; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary of the Company Borrower deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related expenses paid or accrued in such period to the Permitted Investors to the extent otherwise permitted under Section 6.5 to the extent deducted (and not added back) in computing Consolidated Net Income; plus

(i) the amount of cost savings, operating expense reductions, restructuring charges and expenses and synergies that are expected to be realized as a result of actions taken or expected to be taken within 24 months after the date of any acquisition, divestiture or disposition, restructuring or the implementation of an initiative, as applicable (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, restructuring charges and expenses and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such actions are to be taken within 24 months after the consummation of the acquisition, divestiture or disposition, restructuring or the implementation of an initiative, as applicable, which is expected to result in cost savings, operating expense reductions, restructuring charges and expenses or synergies, (B) no cost savings, operating expense reductions, restructuring charges and expenses or synergies shall be added pursuant to this defined term to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period and (C) the aggregate amount of cost savings, operating expense reductions, restructuring charges and expenses and synergies added pursuant to this clause (i) in any period of four consecutive fiscal quarters shall not exceed 20.0% of Consolidated EBITDA (after giving effect to this clause (i)) in the aggregate for any period of four consecutive fiscal quarters (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j) any costs or expenses incurred by the Company Borrower or a Restricted Subsidiary thereof or any direct or indirect parent thereof pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company Borrower or net cash proceeds of an issuance of Equity Interest of the Company Borrower (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 6.2(a)(3) , to the extent deducted (and not added back) in computing Consolidated Net Income; plus

(k) the tax effect of any items excluded from the calculation of Consolidated Net Income pursuant to clauses (1), (3), (4) and (8) of the definition thereof; plus

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(l) earn-out obligations incurred in connection with any Permitted Acquisition or other Investment permitted hereunder and paid or accrued during such period; plus

(m) reset costs in connection with operations in new locations; plus

(n) price increases, including in respect of raw materials used by the Company Borrower and its Subsidiaries so long as any such price increase has been effective for at least 90 days prior to the date of determination (calculated on a pro forma basis as though such price increases had been realized on the first day of such period as if such price increases were realized during the entirety of such period); provided that the aggregate amount of price increases added pursuant to this clause (n) in any period of four consecutive fiscal quarters shall not exceed 15.0% of Consolidated EBITDA (after giving effect to this clause (n)) in the aggregate for any period of four consecutive fiscal quarters (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(o) (i) charges or expenses in connection with the Tax Receivable Agreement and (ii) gains or losses resulting from the re-measurements of obligations under the Tax Receivable Agreement;

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period; and

(3) increased (by losses) or decreased (by gains) by (without duplication) the application of FASB Interpretation No. 45 (Guarantees).

“ Consolidated Interest Expense ”: with respect to any Person and its Restricted Subsidiaries for any period, the sum, without duplication, of

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments and receipts (if any) pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (u) penalties and interest relating to taxes, (v) any “additional interest” or “penalty interest” with respect to any securities, (w) any accretion or accrued interest of discounted liabilities, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (y) any expensing of bridge, commitment and other financing fees; plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period;

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For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“ Consolidated Net Income ”: with respect to the Company Borrower and its Restricted Subsidiaries for any period, the aggregate of the Net Income of the Company Borrower and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided , however , that, without duplication:

(1) any after-tax effect of extraordinary, non-recurring, non-operating or unusual gains, losses, income or expenses (including all fees and expenses relating thereto) (including costs and expenses relating to the Transactions), severance, relocation costs, consolidation and closing costs, integration and facilities opening costs, business optimization costs, transition costs, restructuring costs, signing, retention or completion bonuses and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting (other than a Guarantor), shall be excluded; provided that the Consolidated Net Income of the Company Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6) solely for the purpose of the definition of Excess Cash Flow and determining the amount available for Restricted Payments under Section 6.2(a)(3)(A) , the Net Income for such period of any Restricted Subsidiary of the Company Borrower (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval

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(which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to the Company Borrower or any Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to the Company Borrower and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP and related authoritative pronouncements resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any net after-tax income (loss) from the early extinguishment of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded,

(9) any impairment charge or expense or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets or investments in debt and equity securities or as a result of a change in law or regulations, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation charge or expense, including any such charge arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Company Borrower or any of its direct or indirect parent companies, including any expense resulting from the application of Statement of Financial Accounting Standards No. 123R shall be excluded, provided that any subsequent settlement in cash shall reduce Consolidated Net Income for the period in which such payment occurs,

(12) accruals and reserves that are established and not reversed within twelve months after the Closing Date that are so required to be established as a result of the Transactions (or within 12 months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded,

(13) an amount equal to the amount of tax distributions actually made to holders of Capital Stock of such Person or any parent company of such Person in respect of such period in accordance with Section 6.2(b)(xii) shall be excluded as though such amounts had been paid as income taxes directly by such Person for such period,

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or Disposal of Long-Lived Assets,” Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity—Overall—Recognition” or Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” shall be excluded,

(15) non-cash interest expense resulting from the application of Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition” shall be excluded,

(16) the following items shall be excluded:

(a) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic 815 “Derivatives and Hedging”; and

(b) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses related to currency re-measurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

Solely for purposes of calculating Consolidated EBITDA, the Net Income of the Company Borrower and its Restricted Subsidiaries shall be calculated without deducting the income attributable to the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary of the Company Borrower except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties.

In addition, to the extent not already accounted for in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) the amount of proceeds received during such period from business interruption insurance in respect of insured claims for such period, (ii) the amount of proceeds as to which the Company Borrower has determined there is reasonable evidence it will be reimbursed by the insurer in respect of such period from business interruption insurance (with a deduction for any amount so added back to the extent denied by the applicable carrier in writing within 180 days or not so reimbursed within 365 days) and (iii) reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder.

Notwithstanding the foregoing, (x) for the purpose of Section 6.2 only (other than clauses (a)(3)(E) and (a)(3)(F) therein), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company Borrower and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company Borrower and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company Borrower or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clauses (a)(3)(E) and (a)(3)(F) therein and (y) for the purpose of the definition of Excess Cash Flow only, there shall be excluded the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Company Borrower or is merged into or consolidated with the Company Borrower or any Restricted Subsidiary thereof.

“ Consolidated Non-Cash Charges ”: with respect to the Company Borrower and its Restricted Subsidiaries for any period, the aggregate depreciation, amortization (including amortization of intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees, the non-cash portion of interest expense resulting from the

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reduction in the carrying value under purchase accounting of the Company Borrower’s outstanding Indebtedness and commissions, discounts, yield and other fees and charges but excluding amortization of prepaid cash expenses that were paid in a prior period), non-cash impairment, non-cash compensation, non-cash rent and other non-cash losses, charges and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that if any non-cash charges referred to in this definition represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid.

“ Consolidated Total Debt ”: as of any date of determination, the aggregate principal amount of Indebtedness described in clauses (1)(a), (1)(b) and (1)(d) of the definition of “Indebtedness” of the Company Borrower and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis, to the extent required to be recorded on a balance sheet in accordance with GAAP, including, without duplication, the outstanding principal amount of the Loans; provided , that (x) the amount of any revolving credit facility shall be computed based upon the period-ending value of such Indebtedness during the applicable period and (y) for the avoidance of doubt, undrawn letters of credit shall not be included.

“ Consolidated Working Capital ”: at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“ Consolidated Working Capital Adjustment ”: for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than (in which case the Consolidated Working Capital Adjustment will be a negative number)) Consolidated Working Capital as of the end of such period.

“ Contingent Obligations ”: with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefore,

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

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“ Contribution Indebtedness ”: Indebtedness of ~~any~~ the Borrower or any Guarantor in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions or any such cash contributions that have been used to make a Restricted Payment) made to the capital of ~~either~~ the Borrower after the Closing Date, provided that:

(1) such Contribution Indebtedness is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the Incurrence date thereof; and

“ Debt Fund Affiliate ”: an Affiliate of the Sponsor (other than Holdings or a Subsidiary of Holdings) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business and which is not managed on a day to day basis by Persons responsible for the management of the Company Borrower on a day to day basis.

“ Debtor Relief Laws ”: the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Declined Proceeds ”: as defined in Section 2.6(e) .

“ Default ”: any ~~Company Borrower Default or any Tower Borrower Default.~~ of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ”: any Lender that (a) has refused (whether verbally or in writing) to fund (and has not retracted such refusal), or has failed to fund, any portion of the Loans required to be funded by it hereunder (collectively, its “ Funding Obligations ”) within one (1) Business Day of the date required to be funded by such Lender hereunder unless such Lender notifies the Administrative Agent and the Company Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing), (b) has notified the Administrative Agent or a Loan Party in writing that it does not intend to (or will not be able to) satisfy such Funding Obligations or has made a public statement to that effect with respect to its Funding Obligations or under any other agreement in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has otherwise failed to

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pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, (d) has failed, within three (3) Business Days after written request by the Administrative Agent, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its Funding Obligations; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (d) upon the Administrative Agent’s receipt of such confirmation, or (e) has, or has a direct or indirect parent company that has, (i) admitted in writing that it is insolvent or pay its debts as they become due, (ii) become the subject of a proceeding under any Debtor Relief Law, (iii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a substantial part of its assets or a custodian appointed for it, (iv) is or becomes subject to (A) a forced liquidation or (B) a Bail-In Action , (v) makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory authority over such person or its assets to be insolvent or bankrupt or (vi) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“ Designated Non- ~~cash~~ Cash Consideration ”: the Fair Market Value of non-cash consideration received by the Company Borrower or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non- ~~cash~~ Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non- ~~cash~~ Cash Consideration.

“ Designated Preferred Stock ”: Preferred Stock of the Company Borrower or any direct or indirect parent of the Company Borrower, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Company Borrower or any of the Subsidiaries or an employee stock ownership plan or trust established by the Company Borrower or any of the Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 6.2(a)(3) .

“ Disposition ”: with respect to any property (including Capital Stock of the ~~Borrowers~~ Borrower or any Restricted Subsidiary thereof), any sale, lease, Sale Leaseback Transaction, assignment, conveyance, transfer or other disposition thereof (including by merger or consolidation or amalgamation and excluding the granting of a Lien permitted hereunder) and any issuance of Capital Stock of any Restricted Subsidiary of the Company Borrower. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disqualified Lenders ” shall mean, at any time, those Persons previously identified in writing by the Company Borrower to the Administrative Agent as such list may be updated from time to time solely with respect to any competitor of the Company Borrower and its Subsidiaries following the Closing Date. The list of Disqualified Lenders shall be made available to all Lenders at all times.

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(2) is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3) is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to 91 days after the maturity date of the Facility; provided , however , that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided , further , however , that if such Capital Stock is issued to any plan for the benefit of employees of the Company Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided , further , however , that any Capital Stock held by any future, current or former employee, director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or immediate family members), of the Company Borrower, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the Company Borrower or a Restricted Subsidiary thereof has an Investment and is designated in good faith as an “affiliate” by the board of directors of the Company Borrower (or the compensation committee thereof), in each case pursuant to any stockholders’ agreement, management equity plan, stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings, the Company Borrower or its subsidiaries; provided , further , however , that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“ Dollar ” and “ $ ”: lawful money of the United States.

“ Domestic Subsidiary ”: any Subsidiary of ~~the Tower Borrower or~~ the Company Borrower organized under the laws of the United States, any state within the United States or the District of Columbia.

“ Dutch Auction ”: one or more purchases (each, a “ Purchase ”) by a Permitted Auction Purchaser or an Affiliated Lender (either, a “ Purchaser ”) of Loans; provided that, each such Purchase is made on the following basis:

(a) (i) the Purchaser will notify the Administrative Agent in writing (a “ Purchase Notice ”) (and the Administrative Agent will deliver such Purchase Notice to each relevant Lender) that such Purchaser wishes to make an offer to purchase from each Lender and/or each Lender with respect to any Class of Loans on an individual tranche basis Loans, in an aggregate principal amount as is specified by such Purchaser (the “ Loan Purchase Amount ”) with respect to each applicable tranche, subject to a range or minimum discount to par expressed as a price at which range or price such Purchaser would consummate the Purchase (the “ Offer Price ”) of such Loans to be purchased (it being understood that different Offer Prices and/or Loan Purchase Amounts, as applicable, may be offered with respect to different tranches of Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this definition); provided that the Purchase Notice shall specify that each Return Bid (as defined below) must be submitted by a date and time to be specified in the Purchase Notice, which date shall be no earlier than the second Business Day following the date of the Purchase Notice and no later than the fifth Business Day following the date of the Purchase Notice and (ii) the Loan Purchase Amount specified in each Purchase Notice delivered by such Purchaser to the Administrative Agent shall not be less than $10,000,000 in the aggregate;

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(b) such Purchaser will allow each Lender holding the Class of Loans subject to the Purchase Notice to submit a notice of participation (each, a “ Return Bid ”) which shall specify (i) one or more discounts to par of such Lender’s tranche or tranches of Loans subject to the Purchase Notice expressed as a price (each, an “ Acceptable Price ”) (but in no event will any such Acceptable Price be greater than the highest Offer Price for the Purchase subject to such Purchase Notice) and (ii) the principal amount of such Lender’s tranches of Loans at which such Lender is willing to permit a purchase of all or a portion of its Loans to occur at each such Acceptable Price (the “ Reply Amount ”);

(c) based on the Acceptable Prices and Reply Amounts of the Loans as are specified by the Lenders, the Administrative Agent in consultation with such Purchaser, will determine the applicable discount (the “ Applicable Discount ”) which will be the lower of (i) the lowest Acceptable Price at which such Purchaser can complete the Purchase for the entire Loan Purchase Amount and (ii) in the event that the aggregate Reply Amounts relating to such Purchase Notice are insufficient to allow such Purchaser to complete a purchase of the entire Loan Purchase Amount or the highest Acceptable Price that is less than or equal to the Offer Price;

(d) such Purchaser shall purchase Loans from each Lender with one or more Acceptable Prices that are equal to or less than the Applicable Discount at the Applicable Discount (such Loans being referred to as “ Qualifying Loans ” and such Lenders being referred to as “ Qualifying Lenders ”), subject to clauses (e), (f), (g) and (h) below;

(e) such Purchaser shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Applicable Discount; provided that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Loan Purchase Amount, such Purchaser shall purchase Qualifying Loans ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender;

(f) the Purchase shall be consummated pursuant to and in accordance with Section 10.6(b) and, to the extent not otherwise provided herein, shall otherwise be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by such Purchaser) reasonably acceptable to the Administrative Agent ( provided that, subject to the proviso of clause (g) of this definition, such Purchase shall be required to be consummated no later than five Business Days after the time that Return Bids are required to be submitted by Lenders pursuant to the applicable Purchase Notice);

(g) upon submission by a Lender of a Return Bid, subject to the foregoing clause (f), such Lender will be irrevocably obligated to sell the entirety or its pro rata portion (as applicable pursuant to clause (e) above) of the Reply Amount at the Applicable Discount plus accrued and unpaid interest through the date of purchase to such Purchaser pursuant to Section 10.6(b) and as otherwise provided herein; provided that as long as no Return Bids have been submitted each Purchaser may rescind its Purchase Notice by notice to the Administrative Agent; and

(h) purchases by a Permitted Auction Purchaser of Qualifying Loans shall result in the immediate Cancellation of such Qualifying Loans.

“ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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“ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ ECF Percentage ”: 50%; provided that the ECF Percentage shall be reduced to (i) 25% if the Total Net First Lien Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50 to 1.00 and greater than 3.00 to 1.00 and (ii) 0% if the Total Net First Lien Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.00 to 1.00.

“ Eligible Assignee ”: (a) any Lender, any Affiliate of a Lender and any Approved Fund (any two or more Approved Funds with respect to a particular Lender being treated as a single Eligible Assignee for all purposes hereof), and (b) any commercial bank, insurance company, financial institution, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys commercial loans in the ordinary course; provided that “Eligible Assignee” (x) shall include (i) Debt Fund Affiliates and Affiliated Lenders, subject to the provisions of Section 10.6(b)(iv) and (ii) Permitted Auction Purchasers, subject to the provisions of Section 10.6(b)(iii) , and solely to the extent that such Permitted Auction Purchasers purchase or acquire Loans pursuant to a Dutch Auction and effect a Cancellation immediately upon such contribution, purchase or acquisition pursuant to documentation reasonably satisfactory to the Administrative Agent and (y) shall not include (1) any Disqualified Lender, (2) any natural person or (3) the Company Borrower, Holdings or any Affiliate (other than as set forth in this definition) of the Company Borrower or Holdings.

“ Engagement Letter ”: the engagement letter, dated as of September 8 , 2014, among the Administrative Agent, the Joint Lead Arrangers and the Company Borrower.

“ Environmental Laws ”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning Materials of Environmental Concern, human health and safety with respect to exposure to Materials of Environmental Concern, and protection or restoration of the environment as now or may at any time hereafter be in effect.

“ Equity Offering ”: any public or private sale after the Closing Date of common stock or Preferred Stock of the Company Borrower or any direct or indirect parent of the Company Borrower, as applicable (other than Disqualified Stock), other than:

(1) public offerings with respect to such Person’s common stock registered on Form S-8;

(2) an issuance to any Restricted Subsidiary of the Company Borrower; and

(3) any such public or private sale that constitutes an Excluded Contribution.

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“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ EU Bail-In Legislation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurodollar Loans ”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“ Eurodollar Rate ”: shall mean, with respect to any credit extension

(a) the rate per annum equal to the LIBOR or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided, however that the LIBOR Rate shall not be less than 1.00% per annum; and

(b) for any rate calculation with respect to a ABR Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 A.M., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“ Eurodollar Tranche ”: the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ”: any ~~Company Borrower Event of Default or any Tower Borrower Event of Default~~ of the events specified in Section 8.1; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied .

“ Excess Cash Flow ”: for any Excess Cash Flow Period:

(a) the sum, without duplication, of

(i) Consolidated Net Income for such Excess Cash Flow Period,

(ii) the amount of all non-cash charges (including depreciation and amortization and reserves for future expenses) deducted in arriving at such Consolidated Net Income,

(iii) the Consolidated Working Capital Adjustment for such Excess Cash Flow Period,

(iv) the aggregate net amount of non-cash loss on the Disposition of property by the Company Borrower and the Restricted Subsidiaries during such Excess Cash Flow Period (other than sales in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income,

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(v) the amount of tax expense in excess of the amount of taxes paid in cash during such Excess Cash Flow Period to the extent such tax expense was deducted in determining Consolidated Net Income for such period, ~~and~~

(vi) cash receipts in respect of Swap Agreements during such Excess Cash Flow Period to the extent not otherwise included in Consolidated Net Income, and

(vii) the amount of expense under the Tax Receivable Agreement in excess of the amount paid in cash during such Excess Cash Flow Period to the extent such expense was deducted in determining Consolidated Net Income for such period, minus

(b) the sum, without duplication, of

(i) the amount of all non-cash credits included in arriving at such Consolidated Net Income,

(ii) the aggregate amount actually paid by the Company Borrower and its Restricted Subsidiaries in cash during such Excess Cash Flow Period on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures other than Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (iii) was previously delivered),

(iii) Capital Expenditures, Permitted Acquisitions and other Permitted Investments that any Company Group Member shall, during such Excess Cash Flow Period, become obligated to make within the 100 day period following the end of such Excess Cash Flow Period but that are not made during such Excess Cash Flow Period; provided that the Company Borrower shall deliver a certificate to the Administrative Agent not later than 100 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of the Company Borrower and certifying that such Capital Expenditure, Permitted Acquisition or other Permitted Investment, as applicable, will be made in the following Excess Cash Flow Period; provided , further , however , that if any such Capital Expenditure, Permitted Acquisition or other Permitted Investment, as applicable, is not actually made in cash within 100 days after the end of such Excess Cash Flow Period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period,

(iv) to the extent not deducted in determining Consolidated Net Income, Permitted Tax Distributions and taxes of any Company Group Member that were paid in cash during such Excess Cash Flow Period,

(v) all mandatory prepayments of the Loans pursuant to Section 2.6 made during such Excess Cash Flow Period as a result of any Asset Sale or Recovery Event, but only to the extent that such Asset Sale or Recovery Event resulted in a corresponding increase in Consolidated Net Income,

(vi) the aggregate amount actually paid by the Company Borrower and its Restricted Subsidiaries in cash during such Excess Cash Flow Period on account of Permitted Acquisitions or other Permitted Investments (including any earn-out payments, but excluding (x) the principal amount of Indebtedness incurred in connection with such expenditures other than Indebtedness under any revolving credit facility and (y) the proceeds of equity contributions to, or equity issuances by, Holdings, which are contributed to the Company Borrower to finance such expenditures),

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(vii) to the extent not funded with the proceeds of Indebtedness (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of all regularly scheduled principal amortization payments of Funded Debt made on their due date during such Excess Cash Flow Period (including payments in respect of Capitalized Lease Obligations to the extent not deducted in the calculation of Consolidated Net Income),

(viii) to the extent not funded with the proceeds of Indebtedness (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of all optional prepayments, repurchases and redemptions of Indebtedness (other than (x) the Loans ~~(and the related Tower LLC Loan)~~ and (y) in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder) made during the Specified Period for such Excess Cash Flow Period,

(ix) the aggregate net amount of non-cash gains on the Disposition of property by the Company Borrower and the Restricted Subsidiaries during such Excess Cash Flow Period (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income,

(x) to the extent not funded with proceeds of Indebtedness (other than any revolving credit facility), the aggregate amount of all Investments made in cash pursuant to Section 6.2(a) during such Excess Cash Flow Period,

(xi) any cash payments that are made during such Excess Cash Flow Period and have the effect of reducing an accrued liability that was not accrued during such period,

(xii) the amount of taxes paid in cash during such Excess Cash Flow Period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period,

(xiii) (a) to the extent not funded with the proceeds of Indebtedness (other than any revolving credit facility) or deducted in determining Consolidated Net Income, Restricted Payments made under Section 6.2(b)(iv) , (b)(v) , (b)(vi) , (b)(viii) , (b)(xii) , (b)(xiii) ~~and~~ , (b)(xxiii) , (b)(xxiv) and (b)(xxv) and (b) the proceeds from any Specified Dispositions to the extent Consolidated Net Income is increased thereby,

(xiv) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Company Borrower and any Restricted Subsidiary during such period that are required to be made in connection with any prepayment or satisfaction and discharge of Indebtedness,

(xv) cash expenditures in respect of Swap Agreements during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income,

(xvi) the amount of cash payments made in respect of pensions and other post-employment benefits in such period to the extent not deducted in arriving at such Consolidated Net Income,

(xvii) the amount of cash and Cash Equivalents subject to cash collateral or other deposit arrangements made with respect to Swap Agreements; provided , that if such cash and Cash Equivalents cease to be subject to those arrangements, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period when such arrangements cease,

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(xix) amounts added to Consolidated Net Income pursuant to clauses (1), (3), (4) and (11) of the definition of “Consolidated Net Income,” ~~and~~

(xx) amounts constituting “matching contributions” in respect of 401(k) plans (or any similar plans) maintained by any Company Group Member that the Company Borrower shall, during such Excess Cash Flow Period, determine in good faith to contribute or pay to employees of any Company Group Member within the 120 day period following the end of such Excess Cash Flow Period; provided , that if such payments or contributions are not actually paid or contributed in cash within 120 days after the end of such Excess Cash Flow Period, such amount shall be added back to Excess Cash Flow for the subsequent Excess Cash Flow Period , and

(xxi) the amount of cash payments made in connection with the Tax Receivable Agreement during such Excess Cash Flow Period to the extent they exceed the amount of such expense deducted in determining Consolidated Net Income for such period ;

provided , further , that Excess Cash Flow shall not be less than zero;

“ Excess Cash Flow Application Date ”: as defined in Section 2.6(b) .

“ Excess Cash Flow Period ”: each fiscal year of the Company Borrower beginning with the fiscal year ending December 31, 201 6 7 .

“ Exchange Act ”: the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“ Excluded Assets ”: shall mean (i) Non-Material Property and all leasehold interests in real property where a Loan Party is a tenant, (ii) any vehicles and other assets subject to certificates of title (other than to the extent perfection of the security interest in such assets is accomplished by the filing of UCC financing statement), (iii) letter of credit rights (other than to the extent perfection of the security interest therein is accomplished by the filing of UCC financing statement) and commercial tort claims in an amount less than $5,000,000, (iv) any assets the granting of a security interest in which (A) is prohibited by law (including restrictions in respect of margin stock and financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations), (B) requires third-party consents pursuant to a contractual obligation binding on such asset to the extent such contractual obligation is in existence on the Closing Date and set forth on Schedule 1.1B hereto or is in existence at the time of acquisition of such asset and is permitted to be incurred pursuant to the terms of this Agreement and in each case provided that any such prohibition in such contractual obligation is not included by a Borrower or any of its Restricted Subsidiaries for the purpose of taking advantage of the foregoing exclusion (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, the granting or assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding any applicable prohibition) or (C) results in material adverse Tax, accounting or regulatory consequences (as reasonably determined by the Company Borrower in consultation with the Administrative Agent), (v) any margin stock and Capital Stock in any person other than wholly-owned restricted subsidiaries to the extent not permitted (or permitted without consent) by the terms of such person’s organizational or joint venture documents except to the extent such prohibition is rendered ineffective after giving effect to applicable provisions of the Uniform Commercial Code, (vi) any assets where the cost of obtaining a security interest in, or perfection of a security interest in, such assets exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Company Borrower and the Administrative Agent), (vii) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby, (viii) any lease, license, agreement or similar arrangement permitted hereunder to the extent that a

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grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than a Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition, (ix) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (x) any property subject to a capital lease, purchase money security interest or, in the case of property of a Loan Party acquired after the Closing Date, pre-existing secured indebtedness of such Loan Party not incurred in anticipation of the acquisition by the applicable Loan Party, to the extent that the granting of a security interest in such property would be prohibited under the terms of such capital lease, purchase money financing or secured indebtedness, (xi) any Voting Stock of Unrestricted Subsidiaries and captive insurance companies, (xii) Voting Stock of a CFC Holdco or Foreign Subsidiary that is a CFC other than 65% of the total outstanding Voting Stock of a CFC Holdco or CFC that, in each case, is directly owned by a Borrower or a Guarantor, (xiii) any cash collateral pledged to secure the obligations of the Company Borrower under the Existing Guarantee and (xiv) the Specified Assets; provided that “Excluded Assets” shall not include (a) any proceeds, products, substitutions or replacements of such property unless specifically excluded or (b) any asset or property that any Loan Party has granted a Lien on or security interest in to secure the obligations under the ABL Credit Agreement. In addition, in no event shall perfection by control or similar arrangements be required with respect to any assets requiring perfection through control agreements or perfection by “control” (other than in respect of (a) certificated equity interests in the ~~Borrowers~~ Borrower and material wholly-owned Restricted Subsidiaries of Holdings otherwise required to be pledged and (b) ~~the note evidencing the Tower LLC Loan and~~ each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof); provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and security accounts.

“ Excluded Contributions ”: the net cash proceeds and Cash Equivalents received by or contributed to the ~~Borrowers~~ Borrower or the Guarantors after the Closing Date from:

(1) contributions to its common or preferred equity capital, and

(2) the sale (other than to the Company Borrower or a Restricted Subsidiary thereof or management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Refunding Capital Stock, Disqualified Stock and Designated Preferred Stock) of the Company Borrower or any direct or indirect parent,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by an Officer of the Company Borrower on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be, the proceeds of which are excluded from the calculation set forth in Section 6.2(a)(3) .

“ Excluded Domestic Subsidiary ”: any Subsidiary of the Company Borrower that is (i) a CFC Holdco or (ii) a direct or indirect Domestic Subsidiary of a Foreign Subsidiary that is a CFC.

“ Excluded ECP Guarantor ”: in respect of any Swap Obligation, any Loan Party that is not a Qualified ECP Guarantor at the time such Swap Obligation is incurred.

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“ Excluded Subsidiary ”: (a) any Subsidiary of Holdings or ~~any~~ the Borrower (i) that is not a Wholly Owned Subsidiary ( provided that such Subsidiary shall cease to be an Excluded Subsidiary at the time such Subsidiary becomes a Wholly Owned Subsidiary), (ii) which is an Immaterial Subsidiary ( provided that such Subsidiary shall cease to be an Excluded Subsidiary at the time such Subsidiary is no longer an Immaterial Subsidiary), (iii) for which the granting of a pledge or security interest would be prohibited or restricted by applicable law (including financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations), whether on the Closing Date or thereafter or by contract existing on the Closing Date, or, if such Subsidiary is acquired after the Closing Date, by contract existing when such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition), including any requirement to obtain the consent of any Governmental Authority or third party, (iv) for which the provision of a Guarantee would result in material adverse Tax consequences (as reasonably determined in good faith by the Company Borrower in consultation with the Administrative Agent), (v) that is a Domestic Subsidiary of a Foreign Subsidiary that is a CFC or (vi) that is a CFC Holdco and (b) any captive insurance company or not-for-profit subsidiary.

“ Excluded Swap Obligation ”: any obligation (a “ Swap Obligation ”) of any Excluded ECP Guarantor to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act.

“ Excluded Taxes ”: with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on behalf of any Loan Party hereunder or under any other Loan Document, (i) net income Taxes and franchise Taxes (which franchise Taxes are imposed in lieu of net income Taxes) and any branch profits Taxes, in each case imposed on such recipient as a result of (a) such recipient being organized or having its principal office or applicable lending office in the jurisdiction imposing such Tax, or any political subdivision thereof or therein, or (b) any other present or former connection between the recipient and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such recipient having executed, delivered, become a party to or performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, this Agreement or any other Loan Document), (ii) United States federal withholding Taxes to the extent imposed on amounts payable to any Lender (other than any Lender becoming a party hereto pursuant to a ~~Borrowers~~ Borrower ’ s request under Section 2.17 ) pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment, if any), to receive additional amounts from a Loan Party with respect to such Taxes pursuant Section 2.14(a), (iii) withholding Taxes that are attributable to a Lender’s failure to comply with the requirements of paragraph (d), (e) or (g) of Section 2.14 and (v) United States federal withholding Taxes imposed by FATCA.

“ Existing Credit Agreement ”: the Credit Agreement, dated as of September 19, 2011 (as amended, supplemented or otherwise modified prior to the date hereof), among the Company Borrower, JELD-WEN of Europe, B.V., the several banks, financial institutions, institutional investors and other entities from time to time parties thereto as lenders and agents, and Bank of America, N.A., as agent.

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“ ~~Existing Guarantee~~ ” : the Amended and Restated Guaranty, dated as of July 8, 2009, by the Company Borrower in favor of U.S. Bank National Association, as amended by the Amendment of Guaranty, dated as of June 29, 2011.

“ ~~Existing Indenture~~ ” : the Indenture, dated as of October 3, 2011 (as amended, supplemented or otherwise modified prior to the date hereof), among JELD-WEN Escrow Corporation, Inc., Wells Fargo Bank, National Association, as trustee, and Bank of America, N.A., as collateral agent.

“ Existing Debt Release/Repayment ”: collectively, (i) the release of Holdings, the Company Borrower and its Subsidiaries as borrowers, issuers, grantors and guarantors, as applicable, under the Existing Credit Agreement and the Existing Indenture and the termination and release of all security interests and Liens granted by Holdings, the Company Borrower and its Subsidiaries in connection therewith, and (ii) the release of all Liens on the Collateral pledged by Holdings and its Subsidiaries in connection with the Existing Guarantee.

“Existing Guarantee”: the Amended and Restated Guaranty, dated as of July 8, 2009, by the Company Borrower in favor of U.S. Bank National Association, as amended by the Amendment of Guaranty, dated as of June 29, 2011.

“Existing Indenture”: the Indenture, dated as of October 3, 2011 (as amended, supplemented or otherwise modified prior to the date hereof), among JELD-WEN Escrow Corporation, Inc., Wells Fargo Bank, National Association, as trustee, and Bank of America, N.A., as collateral agent.

“ Extended Commitments ”: one or more Classes of extended Commitments hereunder that result from a Permitted Amendment.

“ Extended Loans ”: one or more classes of extended Loans that result from a Permitted Amendment.

“ Facility ”: any Class of Loans, as the context may require.

“ Fair Market Value ” : with respect to any asset or property, the price which could be negotiated in an arm ’ s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the Company Borrower).

“ FATCA ”: Sections 1471 through 1474 of the Code as in existence on the date of this Agreement (and any amended or successor versions of such provisions that are substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder and official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“ ~~Fair Market Value~~ ” ~~: with respect to any asset or property, the price which could be negotiated in an arm~~ ’ s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the Company Borrower).

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“ Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers (or, if such day is not a Business Day, for the next preceding Business Day), as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by Bank of America from three federal funds brokers of recognized standing selected by it.

“ Fixed Charge Coverage Ratio ”: with respect to the Company Borrower and its Restricted Subsidiaries for any period, the ratio of Consolidated EBITDA of the Company Borrower and its Restricted Subsidiaries for such period to the Fixed Charges of the Company Borrower and its Restricted Subsidiaries for such period. In the event that the Company Borrower or any of its Restricted Subsidiaries Incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Fixed Charge Coverage Ratio Calculation Date ”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and operational changes (including price increases), that the Company Borrower or any of its Restricted Subsidiaries has both determined to make and made after the Closing Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date (each, for purposes of this definition, a “ pro forma event ”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations, discontinued operations and operational changes (including price increases to the extent permitted by the definition of Consolidated EBITDA) (and the change of any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If, since the beginning of such period, any Person that subsequently became a Restricted Subsidiary of the Company Borrower or was merged with or into the Company Borrower or any Restricted Subsidiary thereof since the beginning of such period shall have made or effected any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, or operational change (including price increases to the extent permitted by the definition of Consolidated EBITDA) that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation, or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company Borrower to the extent identifiable and supportable. Any such pro forma calculation may include, without duplication, adjustments appropriate to reflect cost savings, operating expense reductions, operational changes (including price increases to the extent permitted by the definition of Consolidated EBITDA), restructuring charges and expenses and synergies reasonably expected to result from the applicable event to the extent set forth in the definition of “Consolidated EBITDA;” provided , that such adjustments shall not exceed the percentage-limitations thereon, if any, set forth in the definition of “Consolidated EBITDA.”

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If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company Borrower may designate.

“ Fixed Charges ”: with respect to any Person for any period, the sum of

(1) Consolidated Interest Expense of such Person for such period, and

(2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person and its Restricted Subsidiaries;

provided , however , that, notwithstanding the foregoing, any charges arising from (i) the application of Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity—Overall—Recognition” to any series of Preferred Stock other than Disqualified Stock or (ii) the application of Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition,” in each case, shall be disregarded in the calculation of Fixed Charges;

provided , further , that, for the avoidance of doubt, payments or charges in connection with the Tax Receivable Agreement shall not constitute Fixed Charges.

“ Flood Insurance Laws ”: collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ Foreign Subsidiary ”: any Subsidiary of the Company Borrower ~~or the Tower Borrower~~ that is not a Domestic Subsidiary.

“ Funded Debt ”: as to any Person, all Indebtedness described in clauses (1)(a), (1)(c) and (1)(e) of the definition of “Indebtedness” of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Company Borrower, Indebtedness in respect of the Loans.

“ Funding Default ”: as defined in Section 2.12(d) .

“ Funding Office ”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Company Borrower and the Lenders.

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“ GAAP ”: generally accepted accounting principles in the United States of America that are in effect on the Closing Date. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial definitions, ratios, standards or terms in this Agreement, then at the Company Borrower’s request, the Administrative Agent shall enter into negotiations with the Company Borrower in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Company Borrower, the Administrative Agent and the Required Lenders, all financial ratios, definitions, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred (other than for purposes of delivery of financial statements under Sections 5.1(a) and (b) ). “ Accounting Changes ” refers to changes in accounting principles (i) required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC or (ii) otherwise proposed by the Company Borrower to, and approved by, the Administrative Agent.

“ Governmental Authority ”: any nation or government, any state, province or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“ Group Members ”: the collective reference to the Company ~~Group Members and the Tower~~ Group Members.

“ Guarantee ”: as defined in Section 7.2 .

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the

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lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company Borrower in good faith.

“ Guarantor Joinder Agreement ”: an agreement substantially in the form of Exhibit H .

“ Guarantor Obligations ”: as defined in Section 7.1(b) .

“ Guarantors ”: the collective reference to ~~the Tower Guarantors and~~ the Company Guarantors.

“ Hedging Obligations ”: with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity Swap Agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to manage or protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“ Holdings ”: as defined in the preamble hereto.

“ Immaterial Subsidiary ”: each Subsidiary (i) which, as of the most recent fiscal quarter of the Company Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.1 (or, prior to delivery of the financial statements for the fiscal year of the Company Borrower ending December 31, 2014, for which financial statements have been delivered pursuant to Section 4.1(d) ), contributed less than five percent (5%) of Consolidated EBITDA for such period and (ii) which had assets with a fair market value of less than five percent (5%) of the Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Total Assets attributable to all Subsidiaries that are Immaterial Subsidiaries exceeds ten percent (10%) of Consolidated EBITDA for any such period or ten percent (10%) of Total Assets as of the end of any such fiscal quarter, the Company Borrower (or, in the event the Company Borrower has failed to do so within twenty (20) days, the Administrative Agent) shall designate sufficient Subsidiaries as “Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall no longer constitute Immaterial Subsidiaries under this Agreement.

“ Incremental Amendment ”: as defined in Section 2.19(c) .

“ ~~Incremental Facility Closing Date~~ ” ~~: as defined in~~ ~~Section 2.19(c)~~ .

“ Incremental Commitments ”: as defined in Section 2.19(a) .

“ Incremental Facility ”: each Incremental Commitment and Incremental Loan.

“ Incremental Facility Closing Date ” : as defined in Section 2.19(c).

“ Incremental Lender ”: as defined in Section 2.19(a) .

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“ Incremental Loans ”: as defined in Section 2.19(a) .

“ Incremental Maturity Date ”: the date on which an Incremental Loan matures as set forth in the Incremental Amendment relating to such Incremental Loan.

“ Incremental Percentage ”: as to any Incremental Lender at any time, the percentage which such Lender’s Incremental Commitments then constitutes of the aggregate Incremental Commitments then outstanding.

“ Incremental Yield Differential ”: as defined in Section 2.19(a)(vii) .

“ Incur ”: with respect to any Indebtedness, issue, assume, guarantee, incur or otherwise become liable for; provided , however , that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“ Indebtedness ”: with respect to any Person:

(1) the principal and premium (if any) of any Indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, assets or business, except (x) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor and (y) any acquisition earn-out obligations, (d) in respect of Capitalized Lease Obligations or (e) representing any Hedging Obligations, other than Hedging Obligations that are incurred in the normal course of business and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP, provided that Indebtedness of any direct or indirect parent of the Company Borrower appearing upon the balance sheet of the Company Borrower solely by reason of push-down accounting under GAAP shall be excluded;

(3) to the extent not otherwise included, obligations described in clause (1) of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided , however , that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person;

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deferred or prepaid revenues, (f) any Capital Stock other than Disqualified Stock, (g) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller ~~and~~ , (h) premiums payable to, and advance commissions or claims payments from, insurance companies , and (i) any obligation in connection with the Tax Receivable Agreement shall in each case be deemed not to constitute Indebtedness.

“ Indemnitee ”: as defined in Section 10.5 .

“ Indemnified Liabilities ”: as defined in Section 10.5 .

“ Independent Financial Advisor ”: an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Company Borrower, its direct or indirect parent, qualified to perform the task for which it has been engaged.

“ ~~Initial Loan~~ ~~” : a Loan made pursuant to~~ ~~Section 2.1(a)~~ .

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intellectual Property Security Agreements ”: the Patent Security Agreement, the Trademark Security Agreement and the Copyright Security Agreements, each dated as of the date hereof, by the applicable grantors party thereto in favor of the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent and each as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the respective terms thereof and with this Agreement, and any additional agreements or documents granting or purporting to grant a Lien on intellectual property of any Loan Party for the benefit of any Secured Party.

“ Intercreditor Agreement ”: (i) the ABL-Term Intercreditor Agreement, and (ii) any intercreditor agreement executed in connection with any transaction requiring such agreement to be executed pursuant to the terms hereof, among the Administrative Agent, the ~~Borrowers~~ Borrower , the Guarantors and one or more Senior Representatives in respect of such Indebtedness or any other party, as the case may be, substantially on terms set forth on Exhibit D-2 (except to the extent otherwise reasonably agreed by the ~~Borrowers~~ Borrower and the Required Lenders, which changes will be deemed approved by each Lender who has not objected within five (5) Business Days following the posting thereof by the Administrative Agent to the Lenders (or such other time as reasonably agreed by the Administrative Agent and the ~~Borrowers~~ Borrower )) and such other terms that are reasonably satisfactory to the Administrative Agent, in each case, as amended, restated, supplemented, replaced or otherwise modified from time to time with the consent of the Administrative Agent (such consent not be unreasonably withheld, conditioned or delayed).

“ Interest Payment Date ”: (a) as to any ABR Loan, the last Business Day of each March, June, September and December (commencing on March 31, 2015) to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan, the date of any repayment or prepayment made in respect thereof.

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“ Interest Period ”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) twelve months or a period shorter than one month thereafter, as selected by the Company Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six or (if available to all Lenders under the relevant Facility) twelve months or a period shorter than one month thereafter, as selected by the Company Borrower by irrevocable notice to the Administrative Agent not later than 1:00 P.M., New York City time, on the date that is three (3) Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) the Company Borrower (with respect to the Loans other than the Incremental Loans) and the Company Borrower (with respect to the Incremental Loans) may not select an Interest Period under the Facility beyond the date final payment is due on the Loans;

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(iv) the Company Borrower shall select Interest Periods so as not to require a scheduled payment of any Eurodollar Loan during an Interest Period for such Loan; and

(v) if the Company Borrower shall fail to specify the Interest Period in any notice of borrowing of, conversion to, or continuation of, Eurodollar Loans, the Company Borrower shall be deemed to have selected an Interest Period of one month.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“ Investment Grade Securities ”:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities that have an Investment Grade Rating;

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ Investments ”: with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions

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(excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, directors, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 6.2 :

(1) “Investments” shall include the portion (proportionate to the applicable Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Company Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided , however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a) the Company Borrower’s “Investment” in such Subsidiary at the time of such redesignation less

(b) the portion (proportionate to the Company Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Company Borrower.

For the avoidance of doubt, a guarantee by the Company Borrower or a Restricted Subsidiary thereof of the obligations of another Person (the “primary obligor”) shall not be deemed to be an Investment by the Company Borrower or such Restricted Subsidiary in the primary obligor to the extent that such obligations of the primary obligor are in favor of the Company Borrower or any Restricted Subsidiary thereof, and in no event shall a guarantee of an operating lease or other business contract of the Company Borrower or any Restricted Subsidiary be deemed an Investment.

“ IRS ”: as defined in Section 10.6(c) .

“ Joint Bookrunners ”: collectively, the Joint Bookrunners listed on the cover page hereof.

“ Joint Lead Arrangers ”: collectively, the Joint Lead Arrangers listed on the cover page hereof.

“ Latest Maturity Date ”: at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Loans, Other Loan or Other Commitment.

“ Lenders ”: as defined in the preamble hereto.

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“ Limited Condition Transaction ” shall mean any Permitted Acquisition or Permitted Investment whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.

“ Loan ”: any ~~Initial Loan,~~ Term B- 1 2 Loan, Other Loan or Incremental Loan, as the context requires.

“ Loan Documents ”: this Agreement, any Intercreditor Agreement, the Notes, the Security ~~Documents, the Tower Borrower~~ Documents, Amendment No. 1, Amendment No. 2, a Refinancing Amendment, if any, an Incremental Amendment, if any, and a Loan Modification Agreement, if any.

“ Loan Modification Agreement ”: as defined in Section 2.22(b) .

“ Loan Modification Offer ”: as defined in Section 2.22(a) .

“ Loan Parties ”: each Group Member that is a party to a Loan Document.

“ ~~Majority Facility Lenders~~ ~~” : with respect to any Facility, the Majority Lenders with respect to such Facility.~~

“ London Banking Day ”: any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Majority Facility Lenders”: with respect to any Facility, the Majority Lenders with respect to such Facility.

“ Majority Lenders ”: at any time with respect to any Facility, Lenders that are non-Defaulting Lenders having Loans and unused and outstanding Commitments with respect to such Facility representing more than 50% of the sum of all Loans outstanding and unused and outstanding Commitments with respect to such Facility at such time.

“ Management Agreement ”: one or more management services agreements between the Company Borrower or any of its Affiliates and the Sponsor (or any of its Affiliates), or a successor agreement between the Company Borrower or any of its Affiliates and the Sponsor, as may be amended, supplemented or otherwise modified from time to time; provided that such amendments, supplements or modifications are not materially adverse to the Lenders as determined in good faith by the Company Borrower.

“ Mandatory Prepayment Date ”: as defined in Section 2.6(e) .

“ Margin Stock ”: as set forth in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“ Material Adverse Effect ”: a material adverse effect on (a) the business, assets, liabilities, operations, financial condition or operating results of the Company Borrower and its Restricted Subsidiaries taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their obligations under the Loan Documents or (c) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent, any Lender or any Secured Party hereunder or thereunder.

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“ Materially Adverse TRA Amendment ” means any amendment to the Tax Receivables Agreement that is materially adverse to the Lenders (as determined by the Company Borrower).

“ Materials of Environmental Concern ”: any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, any petroleum or petroleum products, asbestos, polychlorinated biphenyls, lead or lead-based paints or materials, radon, urea-formaldehyde insulation, molds fungi, mycotoxins, and radioactivity, or radiofrequency radiation that are regulated pursuant to Environmental Law or may have an adverse effect on human health or the environment.

“ Material Property ”: any fee owned real property with a Fair Market Value equal to or greater than $5,000,000.

“ Maturity Date ”: ~~the seventh anniversary of the Closing Date~~ July 1, 2022 .

“ Maximum Amount ”: as defined in Section 10.19(a) .

“ Minimum Extension Condition ”: as defined in Section 2.22(c) .

“ Moody ’ s ”: Moody’s Investors Service, Inc., or any successor thereto.

“ ~~Mortgaged Property~~ ~~” : the real properties as to which, pursuant to~~ ~~Section 5.9(b)~~ or otherwise, the Administrative Agent, for the benefit of the Secured Parties, shall be granted a Lien pursuant to the Mortgages, including each real property identified as a “ Mortgaged Property ” on ~~Schedule 1.1C~~ .

“Mortgaged Property”: the real properties as to which, pursuant to Section 5.9(b) or otherwise, the Administrative Agent, for the benefit of the Secured Parties, shall be granted a Lien pursuant to the Mortgages, including each real property identified as a “Mortgaged Property” on Schedule 1.1C.

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale, any Recovery Event or any other sale of assets the proceeds thereof actually received in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, and other bona fide fees, costs and expenses actually incurred in connection therewith, (ii) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale, Recovery Event or other sale of assets (other than any Lien pursuant to a Security Document), (iii) taxes paid and the Company Borrower’s reasonable and good faith estimate of income, franchise, sales, and other applicable taxes required to be paid by any Company Group Member in connection with such Asset Sale, Recovery Event or other sale of assets, (iv) a reasonable reserve for any

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indemnification payments (fixed or contingent) attributable to the seller’s indemnities and representations and warranties to the purchaser in respect of such Asset Sale, Recovery Event or other sale of assets owing by any Company Group Member in connection therewith and which are reasonably expected to be required to be paid; provided that to the extent such indemnification payments are not made and are no longer reserved for, such reserve amount shall constitute Net Cash Proceeds, (v) cash escrows to any Company Group Member from the sale price for such Asset Sale, Recovery Event or other sale of assets; provided that any cash released from such escrow shall constitute Net Cash Proceeds upon such release, (vi) in the case of a Recovery Event, costs of preparing assets for transfer upon a taking or condemnation and (vii) other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits, and tax credit carry forwards, and similar tax attributes or deductions and any tax sharing arrangements), and (b) in connection with any issuance or sale of Capital Stock or any incurrence or issuance of Indebtedness, the cash proceeds received from any such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other bona fide fees and expenses actually incurred in connection therewith.

“ Net Income ”: with respect to any Person, the net income (loss) attributable to such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“ New York UCC ”: the UCC as in effect from time to time in the State of New York.

“ Non-Debt Fund Affiliate ”: any Affiliate of Holdings other than (i) Holdings or any Subsidiary of Holdings, (ii) any Debt Fund Affiliate and (iii) any natural person.

“ Non-Excluded Taxes ”: all Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, other than Excluded Taxes and Other Taxes.

“ Non-Guarantor Subsidiary ”: any Subsidiary of the ~~Borrowers~~ Borrower which is not a Guarantor; provided that the Company Borrower may in its sole discretion designate any Non-Guarantor Subsidiary as a Company Subsidiary Guarantor.

“ Non-Material Property ”: any individual fee owned real property other than Material Property.

“ Non-U.S. Lender ”: as defined in Section 2.14(d) .

“ Note ”: a promissory note substantially in the form of Exhibit F , as it may be amended, supplemented or otherwise modified from time to time.

“ Obligations ”: the unpaid principal of and interest on the Loans, and all other obligations and liabilities of ~~any~~ the Borrower or any other Loan Party (including with respect to guarantees) to the Administrative Agent, any Lender or any other Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other Loan Document or any other document made, delivered or given in connection herewith or therewith or any Specified Swap Agreement (other than, in the case of any Excluded ECP Guarantor, any Excluded Swap Obligations arising thereunder) or any Specified Cash Management Agreement, whether on account of principal, interest, fees, indemnities, costs, expenses (including, in each case, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by ~~any~~ the Borrower or any Guarantor pursuant to any Loan

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Document and all interest accruing after the maturity of the Loans or the maturity of Cash Management Obligations and interest, fees and other amounts accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to ~~any~~ the Borrower or any Guarantor, whether or not a claim for post-filing or post-petition interest, fees and other amounts is allowed in such proceeding), guarantee obligations or otherwise.

“ OFAC ”: the Office of Foreign Assets Control of the United States Department of the Treasury.

“ Offer Price ”: as defined in the definition of “Dutch Auction.”

“ Officer ”: the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, any Executive Vice President, Senior Vice President, Vice President or Assistant Vice President, the Controller, the Treasurer, the Assistant Treasurer or the Secretary of the Company Borrower.

“ Officer ’ s Certificate ”: a certificate signed on behalf of the Company Borrower by any one Officer of the Company Borrower, who must be the principal executive officer, the principal financial officer, the treasurer, the controller, the general counsel or the principal accounting officer of the Company Borrower that meets the requirements set forth in this Agreement.

“ Onex ”: Onex Corporation.

~~“ ~~Onex Pledge Agreement~~ ”: the Onex Pledge Agreement, dated as of the Closing Date, in substantially in the form of Exhibit A-2.~~

“ Organizational Document ”: (i) relative to each Person that is a corporation, its charter and its by-laws (or similar documents), (ii) relative to each Person that is a limited liability company, its certificate of formation and its operating agreement (or similar documents), (iii) relative to each Person that is a limited partnership, its certificate of formation and its limited partnership agreement (or similar documents), (iv) relative to each Person that is a general partnership, its partnership agreement (or similar document) and (v) relative to any Person that is any other type of entity, such documents as shall be comparable to the foregoing.

“ Other Applicable Indebtedness ”: as defined in Section 2.6(c) .

“ Other Commitments ”: one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.

“ Other Loans ”: one or more Classes of Loans that result from a Refinancing Amendment.

“ Other Obligations ”: any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness; provided that Other Obligations with respect to the Loans shall not include fees or indemnification in favor of third parties other than the Secured Parties.

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Assignment Tax is imposed as a result of any present or former connection between the assignor or assignee and the jurisdiction imposing such Assignment Tax (other than any connection arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents), or (ii) Excluded Taxes.

“ Outstanding Amount “: with respect to the Loans on any date, the amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“ Participant ”: as defined in Section 10.6(c) .

“ Participant Register ”: as defined in Section 10.6(c) .

“ Patriot Act ”: the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2009), as amended.

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Percentage ”: as to any Lender at any time, the percentage which such Lender’s Commitment then constitutes of the aggregate Commitments (or, at any time after the ~~Closing~~ Amendment No. 2 Funding Date, the percentage which the aggregate principal amount of such Lender’s ~~Initial~~ Loans then outstanding constitutes of the aggregate principal amount of the ~~Initial~~ Loans then outstanding).

“ Permitted Acquisition ”: as defined in clause (23) of the definition of “Permitted Investments.”

“ Permitted Amendment ”: an amendment to this Agreement and the other Loan Documents, effected in connection with a Loan Modification Offer pursuant to Section 2.22 , providing for an extension of the maturity date applicable to the Loans and/or Commitments of the Accepting Lenders and, in connection therewith, (a) a change to the Applicable Margin with respect to the Loans and/or Commitments of the Accepting Lenders and/or (b) a change to the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders.

“ Permitted Asset Swap ”: the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company Borrower or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 6.4 .

“ Permitted Auction Purchaser ”: the Company Borrower or Holdings.

“Permitted Credit Agreement Refinancing Debt”: (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness Incurred pursuant to a Refinancing Amendment, in each case, Incurred in exchange for, or to extend, renew, replace or Refinance, in whole or part, existing Loans (including any successive Permitted Credit Agreement Refinancing Debt) (any such extended, renewed, replaced or Refinanced Loans, “Refinanced Credit Agreement Debt”); provided that (i) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced Credit Agreement Debt plus an amount equal to unpaid and accrued interest and premium thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) and (ii) such Refinanced

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Credit Agreement Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Permitted Credit Agreement Refinancing Debt is Incurred.

“Permitted First Priority Refinancing Debt”: any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured term loans (each, a “First Priority Refinancing Facility”); provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Debt in respect of Loans (including portions of Classes of Loans, Other Loans or Incremental Loans) and (iii) such Indebtedness complies with the Permitted Refinancing Requirements; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days (or such shorter period acceptable to the Administrative Agent) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Company Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Investments ” :

(1) Investments by the Company Borrower or any Restricted Subsidiary thereof in any other Restricted Subsidiary of the Company Borrower; provided that if such Restricted Subsidiary receiving the Investment is a Non-Guarantor Subsidiary and the Investment is made by a Loan Party in that Restricted Subsidiary, the aggregate Fair Market Value of such Investment (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this proviso on or after the Amendment No. 2 Funding Date, shall not exceed the greater of $175,000,000 and 7.50% of Total Assets (at the time such Investment is made) in the aggregate at any time outstanding;

(2) any Investment in Cash Equivalents or Investment Grade Securities;

(3) [Reserved];

(5) Investments existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date (as replaced, Refinanced, refunded, renewed or extended); provided that such Investments are in an aggregate amount that does not exceed the amount existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date; provided, further, that any Investments in excess of $7,500,000 and existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date shall be set forth on Schedule 6.2;

(6) loans and advances to, and guarantees of Indebtedness of, employees of the Company Borrower (or any of its direct or indirect parent companies) or a Restricted Subsidiary thereof not in excess of $5,000,000 outstanding at any one time, in the aggregate;

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(7) any Investment acquired by the Company Borrower or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company Borrower of such other Investment or accounts receivable, (b) in good faith settlement of delinquent obligations of, and other disputes with Persons who are not Affiliates or (c) as a result of a foreclosure by the Company Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under Section 6.1(b)(xii);

(9) additional Investments by the Company Borrower or any of its Restricted Subsidiaries having an aggregate Fair Market Value (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (9), not to exceed the greater of $50,000,000 and 2.15% of Total Assets (at the time such Investment is made) in the aggregate at any time outstanding ;

(10) loans and advances to (or guarantees of Indebtedness of) officers, directors and employees for business related travel expenses (including entertainment expense), moving and relocation expenses, tax advances, payroll advances and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund such Person ’ s purchase of Equity Interests of the Company Borrower or any direct or indirect parent company thereof under compensation plans approved by the Board of Directors of the Company Borrower (or any direct or indirect parent company thereof) in good faith;

(11) Investments the payment for which consists of Equity Interests of the Company Borrower (other than Disqualified Stock) or any direct or indirect parent of the Company Borrower, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 6.2(a)(3);

(12) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 6.5 (except transactions described in clauses (b)(ii), (b)(v), (b)(ix)(B), (b)(xxiii) and (b)(xxiv) therein);

(13) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(14) guarantees issued in accordance with Section 6.1 (except clause (xxv)(B));

(15) any Investment by the Company Borrower or any Company Guarantor in the Company Borrower (in the case of any Company Guarantor) or other Company Guarantors and Investments by Restricted Subsidiaries that are not Company Guarantors in other Restricted Subsidiaries that are not Company Guarantors;

(17) Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with Section 6.4 or any other disposition of assets not constituting an Asset Sale;

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(18) Investments in joint ventures of the Company Borrower or any of its Restricted Subsidiaries having an aggregate Fair Market Value (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (18), not to exceed the greater of $20,000,000 and 0.90% of Total Assets (at the time such Investment is made) in the aggregate at any time outstanding ;

(19) Investments of a Restricted Subsidiary of the Company Borrower acquired after the Closing Date or of an entity merged into or consolidated with a Restricted Subsidiary of the Company Borrower in a transaction that is not prohibited by Section 6.7 after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(21) the acquisition of assets or Capital Stock solely in exchange for the issuance of common equity securities of the Company Borrower;

(22) Investments in any Similar Business having an aggregate Fair Market Value (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (22), not to exceed the greater of $25,000,000 and 1.10% of Total Assets (at the time such Investment is made) in the aggregate; provided, that the aggregate amount of Investments made in Non-Guarantor Subsidiaries under this clause (22) shall not exceed the greater of $10,000,000 and 0.45 % of Total Assets (at the time such Investment is made) in the aggregate at any one time outstanding; and

(23) acquisitions by the Company Borrower or any Restricted Subsidiary thereof of the majority of the Capital Stock of Persons or of assets constituting a division or business unit of, or all or substantially all of the assets of a Person (each a “ Permitted Acquisition ” ); provided that (i) no Default or Event of Default has occurred or is continuing both before and after giving effect to such Permitted Acquisition; provided that, in the case of any Limited Condition Transaction, such condition shall be limited to any Event of Default under Section 8.1(a) or 8.1(g ), (ii) the line of business of the acquired entity shall be similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses conducted by the Company Borrower and its Restricted Subsidiaries, (iii) any Person acquired shall become, and any Person acquiring assets shall be, and each Subsidiary of such Person shall become, a Restricted Subsidiary of Holdings (unless any such Person is designated as an Unrestricted Subsidiary) and (iv) Holdings, the Company Borrower or such Restricted Subsidiary, as applicable, shall take, and shall cause such Person to take, all actions required under Section 5.9 in connection therewith, provided, further, that with respect to the acquisition of any Person that does not become a Company Guarantor, the consideration provided by the Company Borrower or a Restricted Subsidiary that is a Company Guarantor will be limited to an aggregate Fair Market Value (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this proviso, not to exceed the greater of $100,000,000 and 4.30% of Total Assets (at the time such acquisition is made) in the aggregate; and

(24) an acquisition by the Company Borrower or any Restricted Subsidiary thereof (or an Investment by the Company Borrower or any Restricted Subsidiary thereof in any Restricted Subsidiary of the Company Borrower in connection with such acquisition) of the majority of the Capital Stock of Persons or of assets constituting all or substantially all of the assets of a Person organized, formed or otherwise domiciled in a member country of the European Economic Area for aggregate consideration not to exceed $20,000,000.

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“ Permitted Investors”: the collective reference to the Sponsor, the Management Stockholders and each other Person that is an investor in Holdings or the immediate parent of Holdings on the Closing Date.

~~“ ~~Permitted Company Group Member~~~~ “Permitted Liens ”: with respect to any Company Group Member:

(1) pledges or deposits by such Person in connection with workmen’s compensation, employment or unemployment insurance and other types of social security legislation, employee source deductions, goods and services taxes, sales taxes, municipal taxes, corporate taxes and pension fund obligations, or good faith deposits, prepayments or cash pledges to secure bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, performance and return of money bonds and other similar obligations incurred in the ordinary course of business, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs or appeal bonds or statutory bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’ and other similar Liens, in each case for sums which have not yet been due or payable for more than 30 days or which are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP and such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien);

(3) Liens for taxes, assessments or other governmental charges (i) which are not yet overdue for more than thirty (30) days or (ii) which are being contested in good faith by appropriate proceedings for which adequate reserves are being maintained to the extent required by GAAP;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building code or other restrictions as to the use of real properties or Liens incidental to conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not, individually or in the aggregate, materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

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(6) Liens Incurred to secure Other Obligations in respect of Indebtedness permitted to be Incurred pursuant to Section 6.1(b)(i) , (b)(ii) , (b)(iv) , (b)(vi) , (b)(vii) , (b)(xiv), (b)(xv) or (b)(xvi) ; provided that, (A) in the case of Section 6.1(b)(vii) , such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any income or profits thereof, (B) in the case of Section 6.1(b)(iv) and (b)(vi) , such Indebtedness complies with the Applicable Requirements, (C) in the case of Section 6.1(b)(xv) , such guarantee may only be subject to Liens to the extent the underlying Indebtedness may be subject to any Liens, (D) in the case of Section 6(b)(ii) , such Indebtedness is secured only by Liens on Collateral and is subject to the ABL-Term Intercreditor Agreement and (F) in the case of Section 6(b)(xiv) such Indebtedness complies with clause (b) of the Applicable Requirements;

(7) Liens existing on the Closing Date; provided , that any Liens securing Indebtedness or other obligations in excess of $7,500,000 shall be set forth on Schedule 6.6 ;

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided , however , that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further , however , that such Liens may not extend to any other property owned by the Company Borrower or any Restricted Subsidiary of the Company Borrower (other than the proceeds or products of such assets or property or shares of stock or improvements thereon);

(9) Liens on assets or on property at the time the Company Borrower or a Restricted Subsidiary of the Company Borrower acquired such assets or property, including any acquisition by means of a merger or consolidation with or into the Company Borrower or any Restricted Subsidiary of the Company Borrower; provided , however , that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further , however , that the Liens may not extend to any other assets or property owned by the Company Borrower or any Restricted Subsidiary of the Company Borrower (other than the proceeds or products of such assets or property or shares of stock or improvements thereon);

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company Borrower or another Restricted Subsidiary of the Company Borrower permitted to be Incurred pursuant to Section 6.1 ;

(11) [Reserved];

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(14) Liens arising from UCC financing statement filings regarding operating leases entered into by the Company Borrower and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Company Borrower or any Company Guarantor;

(16) deposits made in the ordinary course of business to secure liability to insurance carriers, companies and brokers;

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(17) Liens on the Equity Interests of Unrestricted Subsidiaries and joint ventures that are not Restricted Subsidiaries of Holdings;

(18) grants of software and other technology licenses in the ordinary course of business;

(20) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(21) Liens Incurred to secure Cash Management Obligations in the ordinary course of business;

(22) Liens on equipment of the Company Borrower or any Restricted Subsidiary of the Company Borrower granted in the ordinary course of business to the Company Borrower’s or such Restricted Subsidiary’s client at which such equipment is located;

(23) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (15), (23) (solely with respect to Liens originally incurred under clauses (6), (7), (8), (9), (10), (15), (24) and (33)), (24) and (38) of this definition of “Permitted ~~Company Group Member~~ Liens;” provided , however , that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien ( plus proceeds or products of such property or improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (15), (24) and (38) of this definition of “Permitted ~~Company Group Member~~ Liens” at the time the original Lien became a Permitted Lien under this Agreement, and (B) an amount necessary to pay accrued and unpaid interest, any fees and expenses, including any premium and defeasance costs, related to such refinancing, refunding, extension, renewal or replacement;

(24) other Liens securing obligations which obligations, taken together with all obligations permitted to be secured pursuant to this clause (24), in the aggregate do not exceed the greater of $25,000,000 and 1.10% of Total Assets (at the time such Lien is created or Incurred) at any one time outstanding;

(25) [Reserved];

(26) Liens on receivables and related assets including proceeds thereof being sold in factoring arrangements entered into in the ordinary course of business;

(27) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company Borrower and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

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(29) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.1 ; provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement;

(30) restrictions on dispositions of assets to be disposed of pursuant to merger agreements, stock or asset purchase agreements and similar agreements;

(31) customary options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures and partnerships;

(32) any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Company Borrower or any Restricted Subsidiary thereof;

(34) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (ii) attaching to a commodity trading account in the ordinary course of business; and (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and which are within the general parameters customary in the banking industry;

(35) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement in connection with an Investment permitted hereunder;

(36) customary Liens on deposits required in connection with the purchase of property, equipment and inventory, in each case incurred in the ordinary course of business;

(37) Liens securing the Obligations created pursuant to any Loan Document, any Specified Swap Agreement and any Specified Cash Management Agreement;

(38) Liens securing or arising pursuant to Sale Leaseback Transactions; and

(39) Liens on assets of Non-Guarantor Subsidiaries, provided such Liens secure obligations of Non-Guarantor Subsidiaries that are otherwise permitted hereunder and such Liens only encumber assets of such Non-Guarantor Subsidiaries.

The Company Borrower may classify (or later reclassify) any Lien in one or more of the above categories (including in part in one category and in part in another category). For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

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“ ~~Permitted Credit Agreement Refinancing Debt~~ ” : (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness Incurred pursuant to a Refinancing Amendment, in each case, Incurred in exchange for, or to extend, renew, replace or Refinance, in whole or part, existing Loans (including any successive Permitted Credit Agreement Refinancing Debt) (any such extended, renewed, replaced or Refinanced Loans, “ ~~Refinanced Credit Agreement Debt~~ ” ); ~~provided~~ that (i) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced Credit Agreement Debt ~~plus~~ ~~an amount equal to unpaid and accrued interest and premium thereon~~ ~~plus~~ other reasonable and customary fees and expenses (including upfront fees and original issue discount) and (ii) such Refinanced Credit Agreement Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Permitted Credit Agreement Refinancing Debt is Incurred.

“ ~~Permitted First Priority Refinancing Debt~~ ” : ~~any secured Indebtedness incurred by~~ ~~any~~ ~~Borrower in the form of one or more series of senior secured notes or senior secured term loans (each, a~~ “ ~~First Priority Refinancing Facility~~ ” ); ~~provided~~ ~~that (i) such Indebtedness is secured by the Collateral on a~~ ~~pari passu~~ basis (but without regard to the control of remedies) with the Obligations, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Debt in respect of Loans (including portions of Classes of Loans, Other Loans or Incremental Loans) and (iii) such Indebtedness complies with the Permitted Refinancing Requirements; ~~provided~~ that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days (or such shorter period acceptable to the Administrative Agent) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Company Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)). ~~Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.~~

“ ~~Permitted Investments~~ ” :

~~(1) Investments by the Company Borrower or any Restricted Subsidiary thereof in any other Restricted Subsidiary of the Company Borrower~~ , ~~provided~~ that if such Restricted Subsidiary receiving the Investment is a Non-Guarantor Subsidiary and the Investment is made by a Loan Party in that Restricted Subsidiary, the aggregate Fair Market Value of such Investment (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this proviso ~~, shall not exceed the greater of $1~~ ~~00,000,000 and 4.30~~ ~~% of Total Assets (at the time such Investment is made) in the aggregate~~ ;

~~(2) any Investment in Cash Equivalents or Investment Grade Securities;~~

~~(3) [Reserved];~~

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~~(5) Investments existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date (as replaced, Refinanced, refunded, renewed or extended);~~ ~~provided~~ ~~that such Investments are in an aggregate amount that does not exceed the amount existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date;~~ ~~provided~~ , ~~further~~ ~~, that any Investments in excess of $7,500,000 and existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date shall be set forth on~~ ~~Schedule 6.2~~ ;

~~(8) Hedging Obligations permitted under~~ ~~Section 6.1(b)(xii)~~ ;

(11) Investments the payment for which consists of Equity Interests of the Company Borrower (other than Disqualified Stock) or any direct or indirect parent of the Company Borrower, as applicable; ~~provided~~ , ~~however~~ ~~, that such Equity Interests will not increase the amount available for Restricted Payments under~~ ~~Section 6.2(a)(3)~~ ;

~~(12) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of~~ ~~Section 6.5~~ ~~(except transactions described in clauses (b)(ii), (b)(v), (b)(ix)(B), (b)(xxiii) and (b)(xxiv) therein);~~

~~(13) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;~~

~~(14) guarantees issued in accordance with~~ ~~Section 6.1~~ ~~(except clause (xxv)(B));~~

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~~(15) any Investment by the Company Borrower or any Company Guarantor in the Company Borrower (in the case of any Company Guarantor) or other Company Guarantors and~~ ~~Investments by Restricted Subsidiaries that are not Company Guarantors in other Restricted Subsidiaries that are not Company Guarantors;~~

~~(17)~~ ~~Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with~~ ~~Section 6.4~~ ~~or any other disposition of assets not constituting an Asset Sale;~~

(19) Investments of a Restricted Subsidiary of the Company Borrower acquired after the Closing Date or of an entity merged into or consolidated with a Restricted Subsidiary of the Company Borrower in a transaction that is not prohibited by ~~Section 6.7~~ after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

~~(21) the acquisition of assets or Capital Stock solely in exchange for the issuance of common equity securities of the Company Borrower;~~

(22) Investments in any Similar Business having an aggregate Fair Market Value (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (22), not to exceed the greater of $25,000,000 and 1.10% of Total Assets (at the time such Investment is made) in the aggregate; ~~provided~~ ~~, that the aggregate amount of Investments made in Non-Guarantor Subsidiaries under this clause (22) shall not exceed the greater of $10,000,000 and 0.45~~ ~~% of Total Assets (at the time such Investment is made)~~ ~~at any one time outstanding; and~~

(23) acquisitions by the Company Borrower or any Restricted Subsidiary thereof of the majority of the Capital Stock of Persons or of assets constituting a division or business unit of, or all or substantially all of the assets of a Person (each a “ ~~Permitted Acquisition~~ ” ); ~~provided~~ ~~that (i) no Default or Event of Default has occurred or is continuing both before and after giving effect to such Permitted Acquisition;~~ ~~provided~~ ~~that, in the case of any Limited Condition Transaction, such condition shall be limited to any Event of Default under~~ ~~Section 8.1(a)~~ , ~~8.1(g)~~ , ~~8.2(a)~~ or ~~8.2(f~~ ) , (ii) the line of business of the acquired entity shall be similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses conducted by the Company Borrower and its Restricted Subsidiaries, (iii) any Person acquired shall become, and any Person acquiring assets shall be, and each Subsidiary of such Person shall become, a Restricted Subsidiary of Holdings (unless any such Person is designated as an Unrestricted Subsidiary) and (iv) Holdings, the Company Borrower or such Restricted Subsidiary, as applicable, shall take, and shall cause such Person to take, all actions required under ~~Section 5.9~~ ~~in connection therewith,~~ ~~provided~~ , ~~further~~ ~~, that with respect to the acquisition of any Person that does not become a Company Guarantor, the consideration provided by the Company Borrower or a Restricted~~

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Subsidiary that is a Company Guarantor will be limited to an aggregate Fair Market Value (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this proviso, not to exceed the greater of $100,000,000 and 4.30% of Total Assets (at the time such acquisition is made) in the aggregate; and

“ ~~Permitted Investors~~ ” ~~: the collective reference to the Sponsor, the Management Stockholders and each other Person that is an investor in Holdings or the immediate parent of Holdings on the Closing Date.~~

~~“ ~~Permitted Liens~~ ”: the collective reference to the Permitted Company Group Member Liens and the Tower Group Member Permitted Liens.~~

“ Permitted Priority Liens ”: with respect to Collateral other than Capital Stock, Permitted Liens.

“ Permitted Refinancing Requirements ”: with respect to any Indebtedness incurred by ~~any~~ the Borrower to Refinance, in whole or part, any other Indebtedness (such other Indebtedness, “ Refinanced Debt ”):

(a) with respect to all such Indebtedness:

(i) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to, the providers of such Indebtedness than those applicable to the Refinanced Debt (except for financial covenants or other covenants or provisions applicable only to periods after the Latest Maturity Date at the time of such Refinancing, as may be agreed by the Company Borrower and the providers of such Indebtedness);

(ii) if such Indebtedness is guaranteed, it is not guaranteed by any Restricted Subsidiary other than the Subsidiary Guarantors; and

(iii) the proceeds of such Indebtedness are applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of the outstanding amount of the Refinanced Debt;

(b) if such Indebtedness constitutes Refinancing Debt:

(i) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is 91 days after the then Latest Maturity Date at the time such Indebtedness is incurred;

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(ii) such Indebtedness does not have a shorter Weighted Average Life to Maturity than the Refinanced Debt; and

(iii) such Indebtedness shares not greater than ratably in (or, if such Indebtedness constitutes Permitted Unsecured Refinancing Debt or Permitted Second Priority Refinancing Debt, on a junior basis with respect to) any voluntary or mandatory prepayments of any Loans then outstanding; and

(i) such Indebtedness is not secured by any assets other than the Collateral (it being understood that such Indebtedness shall not be required to be secured by all of the Collateral); provided that Indebtedness that may be incurred by Non-Guarantor Subsidiaries pursuant to Section 6.1 may be secured by assets of Non-Guarantor Subsidiaries; and

(ii) a Senior Representative acting on behalf of the providers of such Indebtedness shall have become party to an Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in the definition of Permitted First Priority Refinancing Debt, in the case of Permitted First Priority Refinancing Debt, or in the definition of Permitted Second Priority Refinancing Debt, in the case of Permitted Second Priority Refinancing Debt).

“ Permitted Second Priority Refinancing Debt ”: any secured Indebtedness incurred by ~~any~~ the Borrower in the form of one or more series of junior lien secured notes or junior lien secured term loans (each, a “ Second Priority Refinancing Facility ”); provided that (i) such Indebtedness is secured by the Collateral on a junior lien, subordinated basis (with respect to liens only) to the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Debt in respect of Loans (including portions of Classes of Loans, Other Loans or Incremental Loans) and (iii) such Indebtedness complies with the Permitted Refinancing Requirements; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days (or such shorter period acceptable to the Administrative Agent) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Company Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)). Permitted Second Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Tax Distributions ”: payments made pursuant to Section 6.2(b)(xii) .

“ Permitted Unsecured Refinancing Debt ”: any unsecured Indebtedness incurred by ~~any~~ the Borrower in the form of one or more series of senior unsecured notes or term loans (each, an “ Unsecured Refinancing Facility ”); provided that (i) such Indebtedness constitutes Permitted Credit Agreement Refinancing Debt in respect of Loans (including portions of Classes of Loans, Other Loans or Incremental Loans) and (ii) such Indebtedness complies with the Permitted Refinancing Requirements; provided that a

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certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days (or a shorter period acceptable to the Administrative Agent) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Company Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)). Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Person ”: any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust, bank trust company, land trust, business trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity whether legal or not.

“ Plan ”: at a particular time, any employee benefit plan that is covered by Title IV of ERISA and in respect of which the Company Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ”: as defined in Section 5.2(a) .

“ Preferred Stock ”: any Equity Interest with preferential right of payment of dividends or redemptions upon liquidation, dissolution, or winding up.

“ Prime Rate ”: the rate of interest per annum announced from time to time by Bank of America as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Bank of America in connection with extensions of credit to debtors).

“ Private Lender Information ”: any information and documentation that is not Public Lender Information.

“ Pro Forma Basis ”: for the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”), (i) if, at any time during such Reference Period, the Company Borrower or any Restricted Subsidiary shall have made any Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if, during such Reference Period, the Company Borrower or any Restricted Subsidiary shall have made an acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, occurred on the first day of such Reference Period (including, in each such case, such pro forma adjustments relating to a specific transaction or event and reflective of actual or reasonably anticipated synergies and cost savings expected to be realized or achieved in the twenty-four months following such transaction or event, which pro forma adjustments shall be certified by the chief financial officer, treasurer, controller or comptroller of the Company Borrower; provided that, such adjustments shall not exceed the percentage-limitations thereon, if any, set forth in the definition of “Consolidated EBITDA.” The term “Disposition” in this definition shall not include dispositions of inventory and other ordinary course dispositions of property.

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“ Projections ”: as defined in Section 5.2(d) .

“ Properties ”: as defined in Section 3.13(a) .

“ Pro Rata Share ”: with respect to (i) any Facility, and each Lender and such Lender’s share of all Commitments or Loans under such Facility, at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under such Facility at such time and the denominator of which is the amount of the aggregate Commitments under such Facility at such time; provided that if any Loans are outstanding under such Facility, then the Pro Rata Share of each Lender shall be a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Loans of such Lender under such Facility at such time and the denominator of which is the amount of the aggregate Loans at such time; provided , further , that if all Loans under such Facility have been repaid, then the Pro Rata Share of each Lender under such Facility shall be determined based on the Pro Rata Share of such Lender under such Facility immediately prior to such repayment and (ii) with respect to each Lender and all Loans and Outstanding Amounts at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the Outstanding Amount with respect to Loans and Commitments of such Lender at such time and the denominator of which is the Outstanding Amount (in aggregate); provided that if all Outstanding Amounts have been repaid or terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“ Public Lender Information ”: information and documentation that is either exclusively (i) of a type that would be publicly available if the ~~Borrowers~~ Borrower , Holdings and their respective Subsidiaries were public reporting companies or (ii) not material with respect to the ~~Borrowers~~ Borrower , Holdings and their respective Subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

“ Purchase ”: as defined in the definition of “Dutch Auction.”

“ Purchase Notice ”: as defined in the definition of “Dutch Auction.”

“ Purchaser ”: as defined in the definition of “Dutch Auction.”

“ Qualified Counterparty ”: any Person that, as of the Closing Date or as of the date it enters into any Specified Swap Agreement, is a Lender, a Joint Lead Arranger or the Administrative Agent or an Affiliate of a Lender, a Joint Lead Arranger or the Administrative Agent in its capacity as a counterparty to such Specified Swap Agreement.

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“ Qualified Equity Interests ”: any Capital Stock that is not a Disqualified Stock.

“ Qualified Public Offering ”: a Public Offering that results in a Public Market.

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation, eminent domain or similar proceeding relating to any asset of any Group Member.

“ Refinanced Credit Agreement Debt “ ” : as defined in the definition of “Permitted Credit Agreement Refinancing Debt.”

“ Refinanced Debt ”: as defined in the definition of “Permitted Refinancing Requirements.”

“ Refinancing Amendment ”: an amendment to this Agreement executed by each of (a) the ~~Borrowers~~ Borrower , (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Permitted Credit Agreement Refinancing Debt being incurred pursuant thereto, in accordance with Section 2.20 .

“ Refinancing Debt ”: Indebtedness under any First Priority Refinancing Facility, Second Priority Refinancing Facility or Unsecured Refinancing Facility.

“ Refunding Capital Stock ”: as defined in Section 6.2(b)(ii)(A) .

“ Register ”: as defined in Section 10.6(b)(vi) .

“ Registered Equivalent Notes ”: with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party in connection therewith that are not applied to repay the Loans pursuant to Section 2.6(c) .

“ Reinvestment Event ”: as defined in Section 2.6(c) .

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire, replace, reconstruct or repair assets useful in the business of the Company Borrower and its Restricted Subsidiaries or in connection with a Permitted Acquisition.

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“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring one year after such Reinvestment Event (or, if later, 180 days after the date the Company Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds of such Reinvestment Event prior to the expiration of such one year period) and (b) the date on which the Company Borrower shall have notified the Administrative Agent in writing that it has determined not to acquire, replace, reconstruct or repair assets useful in the business of the Company Borrower and its Restricted Subsidiaries or in connection with a Permitted Acquisition.

“ Related Business Assets ”: assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Company Borrower or a Restricted Subsidiary thereof in exchange for assets transferred by the Company Borrower or a Restricted Subsidiary thereof will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“ Related Parties ”: with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reply Amount ”: as defined in the definition of “Dutch Auction.”

“ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections.27,.28,.29,.30,.31,.32,.34 or.35 of PBGC Reg. § 4043.

“ Repricing Indebtedness ”: as defined in the definition of “Repricing Transaction.”

“ Repricing Transaction ”: means, other than in the context of a transaction involving a Change of Control, an underwritten public Equity Offering or the financing of any Significant Acquisition, (i) the repayment, prepayment, refinancing, substitution or replacement of all or a portion of the ~~Initial~~ Loans with the incurrence of any Indebtedness (“ Repricing Indebtedness ”) having an effective interest cost or weighted average yield (taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life to maturity of such term loans and (B) four years), but excluding any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such term loans in their capacities as lenders or holders of such term loans) that is less than the effective interest cost or weighted average yield of the ~~Initial~~ Loans and (ii) any amendment, waiver, consent or modification to this Agreement relating to the interest rate for, or weighted average yield (to be determined on the same basis as that described in clause (i) above) of, the ~~Initial~~ Loans directed at, or the result of which would be, the lowering of the effective interest cost or weighted average yield applicable to the ~~Initial~~ Loans.

“ Required Lenders ”: at any time, non-Defaulting Lenders holding more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Loans then outstanding and (ii) the Total Incremental Commitments then in effect.

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“ Restricted ”: when referring to cash or Cash Equivalents of the Company Borrower and its Restricted Subsidiaries, means that such cash or Cash Equivalents (i) unless addressed in clause (ii) below, appear (or would be required to appear) as “restricted” on the consolidated balance sheet of the Company Borrower, (ii) are subject to any Lien in favor of any Person other than (x) the Administrative Agent for the benefit of the Secured Parties or the ABL Agent and (y) other Liens permitted under clauses (3), (10), (13), (15), (21), (23), (29), (33), (34), (37) and (39) of the definition of “Permitted ~~Company Group Member~~ Liens” above, other than consensual Liens on assets which constitute Collateral and rank prior to the Liens in favor of the Secured Parties on the Collateral or (iii) are not otherwise generally available for use by such Person; provided that, in addition to the foregoing, for any date of determination, an amount equal to the aggregate amount, as of such date of determination, of any cash or Cash Equivalents on the consolidated balance sheet of the Company Borrower in respect of the reserves described in clause (b)(xviii) of the definition of Excess Cash Flow shall be deemed to be “Restricted” for all purposes under this Agreement.

“ Restricted Investment ”: an Investment other than a Permitted Investment.

“ Restricted Payments ”: as defined in Section 6.2(a) .

“ Restricted Subsidiary ”: collectively, any Subsidiary of ~~(i) the Tower Borrower or (ii)~~ the Company Borrower other than any Unrestricted Subsidiary; provided , however , that upon an Unrestricted Subsidiary’s ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“ Retired Capital Stock ”: as defined in Section 6.2(b)(ii) .

“ Return Bid ”: as defined in the definition of “Dutch Auction.”

“ Sanctioned Country ” shall mean, at any time, a country or territory which is itself the subject or target of any Sanctions and with which dealings are prohibited under applicable law.

“ Sanctioned Person ” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person described in clause (a) or (b) above, with respect to (a), (b) or (c) above, only to the extent dealing with such Person is prohibited by applicable law.

“ Sanctions ” shall mean applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or any EU member state.

“ S&P ”: Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor to the rating agency business thereof.

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“ Sale Leaseback Transaction ”: any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous transactions the Company Borrower or any Restricted Subsidiary thereof sells substantially all of its right, title and interest in any property and, in connection therewith, the Company Borrower or a Restricted Subsidiary thereof acquires, leases or licenses back the right to use all or a material portion of such property.

“ SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“ Second Priority Refinancing Facility ”: as defined in the definition of “Permitted Second Priority Refinancing Debt.”

“ Secured Parties ”: the collective reference to the Administrative Agent, the Lenders, any Qualified Counterparties and any Cash Management Providers.

“ Securities Act ”: the Securities Act of 1933, as amended from time to time, and any successor statute.

“ Security Agreement ”: the Pledge and Security Agreement to be executed and delivered by the ~~Borrowers~~ Borrower and each Guarantor, substantially in the form of Exhibit A-1 .

“ Security Documents ”: the collective reference to the Security Agreement, ~~the Onex Pledge Agreement, the Canadian Pledge Agreement,~~ the Intellectual Property Security Agreements, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Senior Representative ”: with respect to any series of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt or any series of Indebtedness permitted under Section 6.1(b)(ii) or (vi) , the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Significant Acquisition ”: an acquisition the result of which is that Consolidated EBITDA, determined on a Pro Forma Basis after giving effect thereto, is equal to or greater than 125.0% of Consolidated EBITDA immediately prior to the consummation of such Permitted Acquisition, in each case with respect to the Company Borrower and its Restricted Subsidiaries based on the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b) , as the case may be, have been or were required to have been delivered.

“ Significant Subsidiary ”: at any date of determination, each Restricted Subsidiary of the Company Borrower that would be a “Significant Subsidiary” within the meaning of Rule 1-02 of Regulation S-X under the Securities Act as such rule is in effect of the Closing Date.

“ Similar Business ”: any business engaged in by the Company Borrower, any Restricted Subsidiaries of the Company Borrower, or any direct or indirect parent on the date of the Closing Date and any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company Borrower and its Restricted Subsidiaries are engaged on the Closing Date.

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“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“ Solvency Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit J .

“ Solvent ”: with respect to any Person and its Subsidiaries on a consolidated basis, means that as of any date of determination, (a) the sum of the “fair value” of the assets of such Person will, as of such date, exceed the sum of all debts of such Person as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability on existing debts of such Person as such debts become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct any business in which it is or is about to become engaged and (d) such Person does not intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they mature. For purposes of this definition, (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, subordinated, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such liabilities meet the criteria for accrual under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 5).

“ Specified Assets ”: as defined in the definition of “Asset Sale.”

“ ~~Specified Class~~ ” ~~: as defined in~~ ~~Section 2.22(a)~~ .

“ ~~Specified Dispositions~~ ” ~~: as defined in the definition of~~ “ ~~Asset Sale.~~ ”

“ Specified Cash Management Agreement ”: any Cash Management Agreement entered into by any Group Member, on the one hand, and any Cash Management Provider, on the other hand.

“ Specified Class ” : as defined in Section 2.22(a).

“ Specified Dispositions ” : as defined in the definition of “ Asset Sale. ”

“ Specified Period ”: as to (i) the Excess Cash Flow Period ending December 31, 201 6 7 , the period commencing on January 1, 201 6 7 and ending on the day immediately preceding the Excess Cash Flow Application Date that occurs in calendar year 201 7 8 and (ii) any subsequent Excess Cash Flow Period, the period commencing on the Excess Cash Flow Application Date that occurs during such period and ending on the day immediately preceding the Excess Cash Flow Application Date that occurs in the next succeeding Excess Cash Flow Period.

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“ Specified Swap Agreement ”: any Swap Agreement entered into by any Group Member, on the one hand, and any Qualified Counterparty, on the other hand, in respect of interest rates, currencies and commodities to the extent permitted under Section 6.1 .

“ Sponsor ”: Onex Corporation, Onex Partners III LP, Onex Partners Manager LP and/or one or more other investment funds advised, managed or controlled by Onex Corporation and, in each case (whether individually or as a group) their Affiliates and any investment funds that have granted to the foregoing control in respect of their investments in the ~~Borrowers~~ Borrower and ~~their respective~~ its Restricted Subsidiaries, but, in any event, excluding any of their respective portfolio companies.

“ Subordinated Indebtedness ”: (a) with respect to ~~any~~ the Borrower, any Indebtedness of ~~any~~ the Borrower which is by its terms contractually subordinated in right of payment to the Loans and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms contractually subordinated in right of payment to its Guarantee.

“ Subsidiary ”: with respect to any Person (1) any corporation, partnership, limited liability company, unlimited liability company, association, joint venture or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions having the power to direct or cause the direction of the management and policies thereof at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity and (3) any Person that is consolidated in the consolidated financial statements of the specified Person in accordance with GAAP. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.

“ Subsidiary Guarantor ”: the collective reference to the Company Subsidiary Guarantors ~~and Tower LLC~~ .

“ Suncadia Letter of Credit ”: that certain letter of credit issued by U.S. Bank National Association for the account of Suncadia, LLC.

“ Swap Agreement ”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company Borrower or any of its Subsidiaries shall be a Swap Agreement.

“ Swap Obligation ”: as defined in the definition of “Excluded Swap Obligation”.

“ Taxes ”: as defined in Section 2.14(a) .

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“ Term B- ~~1 Incremental~~ 2 Commitments ”: the obligation of the Term B- 1 2 Lenders to make Term B- 1 2 Loans to the ~~Borrowers~~ Company Borrower on the Amendment ~~Effective~~ No. 2 Funding Date in the amount set forth opposite each Term B- 1 2 Lender’s name on Schedule I 2.01 to Amendment No. 1 2 .

“ Term B- 1 2 Lender ”: at any time, any Lender that has a Term B- 1 2 Commitment or a Term B- 1 2 Loan at such time.

“ Term B- 1 2 Loans ”: a Term B- 1 2 Loan made pursuant to Section 1 or Section 2 of Amendment No. 1 2 .

~~“ ~~Term B-1 Maturity Date~~ ”: the seventh anniversary of the Amendment Effective Date.~~

“ Term Priority Collateral ”: as defined in the ABL-Term Intercreditor Agreement; provided , that the Term Priority Collateral shall not include any Excluded Assets.

“ Title Policy ”: a lender’s policy of title insurance utilizing the American Land Title Association 2006 Form extended coverage, or such other form as is reasonably acceptable to the Administrative Agent or, if applicable, a binding marked commitment to issue such policy with a final policy to be dated the date of recording of the Mortgages, issued by a title company selected by the Company Borrower and reasonably acceptable to the Administrative Agent, insuring the Lien of the applicable Mortgage in an amount at least equal to the Fair Market Value of such real property (or such lesser amount as shall be agreed to by the Administrative Agent in its reasonable discretion) in favor of the Administrative Agent for the benefit of the Secured Parties, subject only to those exceptions which are either Permitted Priority Liens or are otherwise reasonably approved by the Administrative Agent and containing such endorsements as the Administrative Agent shall reasonably require.

“ Total Assets ”: the total consolidated assets of the Company Borrower and its Restricted Subsidiaries, as shown on the most recent consolidated or combined, as applicable, balance sheet of the Company Borrower and its Restricted Subsidiaries (giving pro forma effect to any acquisitions or dispositions of assets or properties that have been made by the Company Borrower or any of its Restricted Subsidiaries subsequent to the date of such balance sheet, including through mergers or consolidations).

“ Total Incremental Commitments ”: at any time, the aggregate amount of the Incremental Commitments then in effect.

“ Total Net First Lien Leverage Ratio ”: as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day consisting of Indebtedness (x) constituting the Obligations, (y) that is secured by the Collateral on a pari passu basis with the Obligations or (z) that was incurred pursuant to Section 6.1(b)(ii) or Section 6.1(b)(vii) over (ii) an amount equal to the lesser of (I) $75,000,000 and (II) the sum of the (x) Unrestricted cash and Cash Equivalents, (y) cash and Cash Equivalents restricted in favor of the Administrative Agent and (z) of cash and Cash Equivalents restricted in favor of the ABL Agent, in each case of the Company Borrower and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA, calculated on a Pro Forma Basis for such period, and with such pro forma or scheduling adjustments to Consolidated Total Debt and Consolidated EBITDA as are appropriate and consistent with the pro forma or scheduling adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”.

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“ Total Net Leverage Ratio ”: as at the last day of any period, the ratio of (a) the excess of (i) the amount of Consolidated Total Debt on such day over (ii) an amount equal to the lesser of (I) $75,000,000 and (II) the sum of the (x) Unrestricted cash and Cash Equivalents, (y) cash and Cash Equivalents restricted in favor of the Administrative Agent and (z) of cash and Cash Equivalents restricted in favor of the ABL Agent, in each case of the Company Borrower and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA of the Company Borrower and its Restricted Subsidiaries, calculated on a Pro Forma Basis for such period, and with such pro forma or scheduling adjustments to Consolidated Total Debt and Consolidated EBITDA as are appropriate and consistent with the pro forma or scheduling adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”.

“ Total Net Secured Leverage Ratio ”: as at the last day of any period, the ratio of (a) the excess of (i) the amount of Consolidated Total Debt on such day consisting of Indebtedness (x) that is secured by the Collateral or (y) that was incurred pursuant to Section 6.1(b)(vii) over (ii) an amount equal to the lesser of (I) $75,000,000 and (II) the sum of the (x) Unrestricted cash and Cash Equivalents, (y) cash and Cash Equivalents restricted in favor of the Administrative Agent and (z) of cash and Cash Equivalents restricted in favor of the ABL Agent, in each case of the Company Borrower and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA of the Company Borrower and its Restricted Subsidiaries, calculated on a Pro Forma Basis for such period, and with such pro forma or scheduling adjustments to Consolidated Total Debt and Consolidated EBITDA as are appropriate and consistent with the pro forma or scheduling adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”.

“ Tower Borrower ”: ~~as defined in the preamble hereto.~~ Onex BP Finance LP, a Delaware limited partnership .

“ Tower ~~~~Borrower Default~~ ”: any of the events specified in ~~Section 8.2~~ , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.~~

~~“ ~~Tower Borrower Documents~~ ”: each Tower LLC Loan Agreement, each Tower LLC Subordination Agreement and the Withholding Tax Guarantee Agreement.~~

“ ~~Tower Borrower Event of Default~~ ”: as defined in ~~Section 8.2~~ ; ~~provided~~ , that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

~~“ ~~Tower Borrower~~~~ Release ”: ~~as defined in Section 10.7.~~

~~“ ~~Tower Guarantors~~ ”: the collective reference to Holdings, the Company Borrower, the Company Subsidiary Guarantors and the Tower LLC.~~

~~“ ~~Tower Group Member Permitted Liens~~ ”: as defined in ~~Section 6.2.A~~ .~~

~~“ ~~Tower Group Members~~ ”: the collective reference to the Tower Borrower and Tower LLC.~~

~~“ ~~Tower Guaranteed Obligations~~ ”: as defined in ~~Section 7.1(a)~~ .~~

~~“ ~~Tower LLC~~ ”: Onex BP Finance LLC, a Delaware limited liability company.~~

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“ ~~Tower LLC Loan~~ ”: at any time, the loans from Tower LLC to the Company Borrower, equal to the entire amount invested in it and loaned to it, as applicable, by the Tower Borrower from the proceeds of the Loans or any Tower LLC Loan Indebtedness on economic terms and conditions identical to those applicable to the Loans or such Tower LLC Loan Indebtedness (except that the rate of interest payable thereon may (but shall not be required to) exceed (but by no more than 0.10% per annum) the rates of interest payable on the applicable Loans or such Tower LLC Loan Indebtedness borrowed by the Tower Borrower); the obligations of the Company Borrower in respect of any Tower LLC Loan shall be subordinated pursuant to a Tower LLC Subordination Agreement to the Company Borrower’s obligations under the Loan Documents and no payment will be made by the Company Borrower in respect of any Tower LLC Loan unless, substantially contemporaneous therewith, an amount equal to the amount of such payment is used by the Tower Borrower to make a payment in respect of the Loans or such Tower LLC Loan Indebtedness (to the extent the payment in respect of such Tower LLC Loan Indebtedness is permitted under this Agreement), ~~provided~~ that, so long as no Default or Event of Default exists, the payment of interest to Tower LLC under a Tower LLC Loan Agreement may be at a rate of interest that exceeds (but by no more than 0.10% per annum) the rate of interest payable on the Loans or such Tower LLC Loan Indebtedness; ~~provided~~ , ~~further~~ , that during the continuance of any Default or Event of Default, such additional 0.10% (or lesser amount) per annum interest may continue to accrue and may be paid by the Company Borrower to Tower LLC when the condition resulting in the prohibition on payment thereof no longer exists. The additional 0.10% (or lesser amount) per annum interest payable on any Tower LLC Loan is referred to herein collectively as the “ ~~Tower LLC Spread~~ .”

“ ~~Tower LLC Spread~~ ” : ~~as defined in the term~~ “ ~~Tower LLC Loan.~~ ”

“ ~~Tower LLC Subordination Agreement~~ ” : the Tower LLC Subordination Agreement, dated as of the Closing Date, among the Tower Borrower and each other Tower Group Member, the Company Borrower and the Administrative Agent (and, in connection with the incurrence of Tower LLC Loan Indebtedness, a substantially similar agreement or an amendment to any existing Tower LLC Subordination Agreement), in each case substantially in the form of ~~Exhibit E~~ .

“ ~~Tower LLC Loan Agreement~~ ” : ~~the Term Loan~~ ~~Credit Agreement, dated as of~~ the Closing Date, between the Company Borrower and Tower LLC (and, in connection with the incurrence of Tower LLC Loan Indebtedness, a substantially similar agreement or amendment to the Tower LLC Loan Agreement).

“ ~~Tower LLC Loan Indebtedness~~ ” : ~~any Indebtedness (other than the Loans) permitted to be incurred by the Tower Borrower pursuant to this Agreement.~~

“ ~~Tower Transaction~~ ” :

~~(i) the Tower Borrower will incur Indebtedness hereunder;~~

~~(ii) the Tower Borrower will subscribe for shares of Tower LLC in an amount approximately equal to the cash received from the Indebtedness incurred pursuant to clause (i) above; and~~

~~(iii) Tower LLC will make a Tower LLC Loan to the Company Borrower in an amount approximately equal to the cash received from the Indebtedness incurred pursuant to clause (i) above.~~ as defined in Amendment No. 2.

“ Transactions ”: (a) the consummation of the ~~Tower Transaction~~ tower transactions , (b) the execution and delivery of the ABL Documents to be entered into on the Closing Date, (c) the execution and delivery of the Loan Documents to be entered into on the Closing Date, (d) the Existing Debt Release/Repayment and (e) the payment of fees and expenses incurred in connection therewith.

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“ Transferee ”: any Assignee or Participant.

“ Type ”: as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“ UCC ”: the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

“ United States ”: the United States of America.

“ Unrestricted ”: when referring to cash or Cash Equivalents, means that such cash or Cash Equivalents are not Restricted.

“ Unrestricted Subsidiary ”: (i) any Subsidiary (other than a Subsidiary in existence as of the Closing Date) of Holdings (other than the Borrower) designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 5.12 subsequent to the Closing Date and (ii) any Subsidiary of an Unrestricted Subsidiary.

“ Unsecured Refinancing Facility ”: as defined in the definition of “Permitted Unsecured Refinancing Debt.”

“ Voting Stock ”: with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ”: when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“ Wholly Owned Restricted Subsidiary ” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“ Wholly Owned Subsidiary ” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

“ ~~~~Withholding Tax Guarantee Agreement~~ ”: an agreement, dated as of the Closing Date, substantially in the form of ~~Exhibit G~~ .~~ Write-Down and Conversion Powers ” shall mean, 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.

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1.2 Other Interpretive Provisions . Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms not defined in Section 1.1 and accounting terms partly defined in Section 1.1 , to the extent not defined, shall have the respective meanings given to them under GAAP; (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume or become liable in respect of (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, real property, leasehold interests and contract rights, (v) the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person and (vi) references to exhibits, agreements or other Contractual Obligations (including any of the Loan Documents) shall, unless otherwise specified, be deemed to refer to such exhibits, agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time. For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, any requisite currency translation shall be based on the rate of exchange between the applicable currency and Dollars (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) in effect on the Business Day immediately preceding the date of such transaction (except for such other time periods as provided for in Section 6.1 ) or determination and shall not be affected by subsequent fluctuations in exchange rates.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) Holdings may amend the income tax receivable agreement referred to in the definition of “ Tax Receivable Agreement ” from time to time, including pursuant to Materially Adverse TRA Amendments. However, for purposes of Sections 6.2(b)(xxv) and Section 6.5(b)(xx), “ Tax Receivable Agreement ” shall mean the Tax Receivable Agreement without giving effect to any such Materially Adverse TRA Amendments. Accordingly, the portion of any Restricted Payment in respect of amounts payable under the Tax Receivable Agreement as a result of a Materially Adverse TRA Amendment in excess of the amounts that would have been payable under the Tax Receivable Agreement without giving effect to any Materially Adverse TRA Amendment may only be made to the extent a Restricted Payment basket (other than Section 6.2(b)(xxv)) is available, and a Materially Adverse TRA Amendment shall only be permitted hereunder to the extent not prohibited by Section 6.5 (other than Section 6.5(b)(xx)).

1.3 Accounting . For purposes of all financial definitions and calculations in this Agreement, including the determination of Excess Cash Flow, there shall be excluded for any period the

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effects of purchase accounting (including the effects of such adjustments pushed down to the Company Borrower and its Restricted Subsidiaries) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, post-employment benefits, deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company Borrower and its Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

1.4 Limited Condition Transactions . Notwithstanding anything to the contrary herein, in connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of:

(a) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Total Net First Lien Leverage Ratio, Total Net Secured Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or requires the absence of any Default or Event of Default; or

(b) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets);

in each case, at the option of the Company Borrower (the Company Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “ LCT Election ”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “ LCT Test Date ”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b) , as the case may be, have been or were required to have been delivered ending prior to the LCT Test Date, the Company Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. If the Company Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with the calculation of any ratio, test or basket availability with respect to the Incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (a “Subsequent Transaction”), for purposes of determining whether any such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that, in connection with any Subsequent Transaction, the calculation of Consolidated Net Income (and any defined term a component of which is Consolidated Net Income) shall not assume such Limited Condition Transaction has been consummated.

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SECTION 2 AMOUNT AND TERMS OF COMMITMENTS

2.1 Commitments .

(a) Subject to the terms and conditions hereof, each ~~Lender severally agreed to make a single~~ Term B-2 Lender severally agrees to make a single Term B- 2 Loan to the ~~Tower Borrower and/or the~~ Company Borrower on the ~~Closing~~ Amendment No. 2 Funding Date in Dollars and in an amount not to exceed the amount of the Term B-2 Commitment of such Lender ~~on the Closing Date~~ .

~~(b)~~ ~~Subject to the terms and conditions hereof, each~~ ~~Lender severally agrees to make a single Term B-~~ 1 Loan to the Tower Borrower and/or the Company Borrower on the Amendment Effective Date in Dollars and in an amount not to exceed the amount of the Term B-1 Incremental Commitment of such Lender on the Amendment Effective Date.

(b) ~~(c)~~ The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by ~~any~~ the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7 . The ~~Commitments (excluding any Incremental Commitments or Other Commitments) shall automatically terminate at 5:00 P.M., New York City time, on the Closing Date. The Term B-1 Incremental~~ Term B-2 Commitments shall automatically terminate at 5:00 P.M., New York City time, on the Amendment ~~Effective~~ No. 2 Funding Date.

2.2 Procedure for Borrowing of Loans . The ~~Tower Borrower or~~ Company Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to ~~(A) 2:00 P.M., New York City time, on the anticipated Closing Date for Initial Loans or~~ 12:00 noon, New York City time, ~~two~~ one Business Days prior to the Amendment Effective Date for Term B-1 Loans, as applicable, in the case of ABR Loans, and (B) 4:00 P.M., New York City time, two Business Days prior to the Closing Date for Initial Loans or 2:00 P.M., New York City time, three Business Days prior to the Amendment Effective Date for Term B-1 Loans, as applicable, for Initial Loans or Amendment Effective Date for Term B-1 Loans, as applicable, in the case of Eurodollar Loans) requesting that the Day prior to the Amendment No. 2 Funding Date) requesting that the Term B-2 Lenders make the Term B-2 Loans on the ~~Closing Date for Initial Loans or~~ Amendment ~~Effective Date for Term B-1 Loans, as applicable~~ No. 2 Funding Date and specifying (x) the amount to be borrowed and (y) instructions for remittance of the Loans to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Lender thereof. Not later than 1:00 P.M., New York City time, on the ~~Closing Date for Initial Loans or~~ Amendment ~~Effective~~ No. 2 Funding Date ~~for~~ , each Term B- ~~1 Loans, as applicable, each such~~ 2 Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the ~~Loan or~~ Term B-2 Loans to be made by such Term B-2 Lender. Such borrowing will then be made available to the ~~Tower Borrower or~~ Company Borrower by the Administrative Agent crediting such account as is designated in writing to the Administrative Agent by ~~either~~ the Company Borrower, with the aggregate of the amounts made available to the Administrative Agent by the Term B-2 Lenders and in like funds as received by the Administrative Agent.

2.3 Repayment of Loans .

~~(a)~~ ~~The principal amount of the~~ Loans (excluding Other Loans, Incremental Loans and, solely in the case of clause (ii), Extended Loans) of each Lender shall be repaid (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2015, in an amount equal to 0.25% of the aggregate principal amount of the Loans outstanding on the Closing Date and (ii) on the Maturity Date, in an amount equal to the aggregate principal amount outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(a) ~~(b)~~ ~~The principal amount of the~~ The principal amount of the Term B- 1 2 Loans of each Term B- 1 2 Lender shall be repaid (i) on the last Business Day of each March, June, September and

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December, commencing with the last Business Day of ~~December~~ March 201 5 7 , in an amount equal to 0.25% of the aggregate principal amount of the Term B- 1 2 Loans outstanding on the Amendment ~~Effective~~ No. 2 Funding Date and (ii) on the ~~Term B-1~~ Maturity Date, in an amount equal to the aggregate principal amount outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) ~~(c)~~ To the extent not previously paid, (i) each Incremental Loan shall be due and payable on the Incremental Maturity Date applicable to such Incremental Loan, (ii) each Other Loan shall be due and payable on the maturity date thereof as set forth in the Refinancing Amendment applicable thereto together and (iii) each Extended Loan shall be due and payable on the maturity date thereof as set forth in the Permitted Amendment applicable thereto together, in each case, with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

2.4 Fees .

(a) The ~~Borrowers agree~~ Borrower agreed to pay to the Administrative Agent and the Joint Lead Arrangers (and their respective affiliates) the fees in the amounts and on the dates as set forth in any fee agreements (including the Engagement Letter) with such Persons and to perform any other obligations contained therein.

(b) The ~~Borrowers agree~~ Borrower agreed to pay to the Amendment No. 1 Lead Arrangers and Bookrunners (and their respective affiliates) the fees in the amounts and on the dates as set forth in any fee agreements (including the Amendment No. 1 Engagement Letter) with such Persons and to perform any other obligations contained therein.

(c) The Borrower agrees to pay to the Amendment No. 2 Lead Arrangers and Bookrunners (and their respective affiliates) the fees in the amounts and on the dates as set forth in any fee agreements (including the Amendment No. 2 Engagement Letter) with such Persons and to perform any other obligations contained therein.

2.5 Optional Prepayments .

(a) The ~~Borrowers~~ Borrower may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 4:00 P.M., New York City time, three Business Days prior to the prepayment date, in the case of Eurodollar Loans, and no later than 2:00 P.M., New York City time, on the prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the ~~Borrowers~~ Borrower shall also pay any amounts owing pursuant to Section 2.15 ; provided, further, that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Facility, such notice of prepayment may be revoked if such Refinancing is not consummated and any Eurodollar Loan that was the subject of such notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.

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(b) Notwithstanding anything herein to the contrary, in the event that, on or prior to the date that is ~~twelve~~ six months after the ~~Closing~~ Amendment No. 2 Funding Date, ~~either~~ the Borrower (x) makes any prepayment of Loans with the proceeds of any Repricing Transaction described under clause (i) of the definition of Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction under clause (ii) of the definition of Repricing Transaction, the ~~Borrowers~~ Borrower shall on the date of such prepayment or amendment, as applicable, pay to each Lender (I) in the case of such clause (x), 1.00% of the principal amount of the Loans so prepaid and (II) in the case of such clause (y), 1.00% of the aggregate amount of the Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment.

~~(c)~~ Notwithstanding anything herein to the contrary, in the event that, on or prior to the date that is six months after the Amendment Effective Date, either Borrower (x) makes any prepayment of Term B-1 Loans with the proceeds of any Repricing Transaction (with each reference therein to an “ ~~Initial Loan~~ ” ~~being deemed a reference to a~~ “ ~~Term B-1 Loan~~ ” for all purposes of this Section 2.5(c)) described under clause (i) of the definition of Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction under clause (ii) of the definition of Repricing Transaction, the Borrowers shall on the date of such prepayment or amendment, as applicable, pay to each Lender (I) in the case of such clause (x), 1.00% of the principal amount of the Term B-1 Loans so prepaid and (II) in the case of such clause (y), 1.00% of the aggregate amount of the Term B-1 Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment.

2.6 Mandatory Prepayments .

(a) If any Indebtedness shall be incurred by any Group Member (other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 6.1 or 6.1A ), concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6.

(b) Subject to clause (d) of this Section 2.6, if, for any Excess Cash Flow Period, there shall be Excess Cash Flow in an amount greater than $10,000,000, an amount equal to the excess of (i) ECF Percentage of the amount by which such Excess Cash Flow exceeds $10,000,000 over (ii) to the extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of (1) all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) pursuant to a Dutch Auction permitted hereunder and (2) voluntary prepayments of Loans made by the ~~Borrowers~~ Borrower during the Specified Period for such Excess Cash Flow Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. Each such prepayment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than 10 Business Days after the date on which the financial statements of the Company Borrower referred to in Section 5.1(a) , for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.

(c) Subject to clause (d) of this Section 2.6, if, on any date, ~~either~~ the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from (x) any Asset Sale or any Recovery Event in excess of $10,000,000 in any fiscal year or (y) any Sale Leaseback Transaction in excess of $15,000,000 in any fiscal year, then, unless no Default or Event of Default has occurred and is continuing and the Company Borrower has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “ Reinvestment Event ”), then such Net Cash Proceeds shall be applied within five Business Days of such

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date to prepay (A) outstanding Loans in accordance with this Section 2.6 and (B) at the Company Borrower’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis incurred (x) as Permitted First Priority Refinancing Debt or (y) pursuant to Section 6.1(b)(vi)(I) (collectively, “ Other Applicable Indebtedness ”); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in clause (f) of this Section 2.6. Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding).

(d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary (a “ Foreign Disposition ”) or Excess Cash Flow attributable to Foreign Subsidiaries (or foreign branches of Domestic Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the United States (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) or such repatriation would result in material adverse Tax consequences, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.6 but may be retained by the applicable Foreign Subsidiary or branch so long, but only so long, as such applicable local law will not permit repatriation to the United States or such material adverse Tax consequences would continue to result from such repatriation (the ~~Borrowers~~ Borrower hereby agreeing to cause the applicable Foreign Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law or material adverse Tax consequences would no longer result from such repatriation, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than 10 Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.6.

(e) The Company Borrower shall deliver to the Administrative Agent notice of each prepayment required under this Section 2.6 not less than five Business Days prior to the date such prepayment shall be made (each such date, a “ Mandatory Prepayment Date ”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “ Declined Proceeds ”) by providing written notice (each, a “ Rejection Notice ”) to the Administrative Agent and the Company Borrower no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Lender’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the

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Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Any Declined Proceeds may be retained by the Company Borrower ~~and/or Tower Borrower~~ . The Company Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.6, a certificate signed by a Responsible Officer of the Company Borrower setting forth in reasonable detail the calculation of the amount of such prepayment.

(f) Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied to the prepayment of the Loans in accordance with Section 2.12(b) . The application of any prepayment of Loans pursuant to this Section 2.6 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

2.7 Conversion and Continuation Options .

(a) The Company Borrower ~~and/or Tower Borrower~~ may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 3:00 P.M., New York City time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower ~~and/or Tower Borrower~~ may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 3:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided , further , that, no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company ~~Borrower and/or the Tower~~ Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1 , of the length of the next Interest Period to be applicable to such Loans; provided that, to the extent the Required Lenders provide written notice thereof to the Company Borrower, no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing; provided , further , that if the Company Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.8 Limitations on Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $500,000 or a whole multiple of $100,000 in excess thereof and (b) no more than 10 Eurodollar Tranches shall be outstanding at any one time.

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2.9 Interest Rates and Payment Dates .

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) If all or a portion of the principal amount of any Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% and (ii) if all or a portion of (x) any interest payable on any Loan or (y) any other amount payable hereunder or under any other Loan Document shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to Section 2.9(c) shall be payable from time to time on demand.

2.10 Computation of Interest .

(a) Interest payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Company Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted from a Eurodollar Loan, the date of conversion of such Eurodollar Loan to such ABR Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to an ABR Loan being converted to a Eurodollar Loan, the date of conversion of such ABR Loan to such Eurodollar Loan, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the ~~Borrowers~~ Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Company Borrower, deliver to the Company Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.9(a) .

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2.11 Inability to Determine Interest Rate; Illegality .

(a) If prior to the first day of any Interest Period, the Administrative Agent or the Majority Facility Lenders in respect of the relevant Facility shall have determined (which determination shall be conclusive and binding upon the ~~Borrowers~~ Borrower ) that (i) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (ii) that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Facility because of (x) any change since the Closing Date in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Closing Date affecting Lender, the interbank market or the position of such Lender in such market (including that the Eurodollar Rate with respect to such Eurodollar Loan does not adequately and fairly reflect the cost to such Majority Facility Lender of funding such Eurodollar Loan), then, such Lender (or the Administrative Agent, in the case of clause (i) shall promptly give notice (by telephone promptly confirmed in writing) to the Company Borrower and, except in the case of clause (i) above, the Administrative Agent of such determination. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent agrees to do promptly once such condition no longer exists), no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the ~~Borrowers~~ Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

(b) If any Lender determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, then, by written notice to the Company Borrower and to the Administrative Agent:

(i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Borrowing of Eurodollar Loans (or to convert a Borrowing of ABR Loans to Borrowing of Eurodollar Loans or to continue a Borrowing of Eurodollar Loans for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans (the interest rate on which shall, if necessary to avoid illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the ABR), in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as

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of the effective date of such notice as provided in clause (a) above until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for any such Lender to determine or charge interest rates based upon the Eurodollar Rate.

In the event any Lender shall exercise its rights under paragraphs (i) or (ii) of this clause (b), all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

For purposes of this clause (b), a notice to the Company Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases, such notice shall be effective on the date of receipt by the Company Borrower.

(c) If any Secured Party determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Secured Party to hold or benefit from a Lien over real property of the Loan Parties pursuant to any law of the United States or any State thereof, such Secured Party may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided that such determination or disclaimer shall not invalidate, render unenforceable or otherwise affect in any manner such Lien for the benefit of any other Secured Party.

2.12 Pro Rata Treatment and Payments .

(a) Each borrowing by the Company Borrower ~~and/or Tower Borrower~~ from the Lenders hereunder shall be made pro rata according to the respective Percentages or Incremental Percentages, as the case may be, of the relevant Lenders.

(b) Each payment (including each prepayment) on account of principal of and interest on the Loans shall be made pro rata to the Lenders according to the respective outstanding principal amounts of the Loans then held by the Lenders. The amount of each optional prepayment of the Loans made pursuant to Section 2.5 shall be applied as directed by the Company Borrower in the notice described in Section 2.5 and, if no direction is given by the Company Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Loans pursuant to Section 2.6 (other than any such prepayment pursuant to Section 2.6(b) ) shall be applied as directed by the Company Borrower in the notice described in Section 2.6 and, if no direction is given by the Company Borrower, in the direct order of maturity. The amount of each mandatory prepayment of the Loans pursuant to Section 2.6(b) shall be applied in the direct order of maturity.

(c) All payments (including prepayments) to be made by the ~~Borrowers~~ Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 3:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. Any payments received after such time shall be deemed to be received on the next Business Day at the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be required on the immediately preceding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a

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Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the time of any Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the ~~Borrowers~~ Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor (a “ Funding Default ”), such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the ~~Borrowers~~ Borrower . Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the ~~Borrowers~~ Borrower may have against any Lender as a result of any default by such Lender hereunder.

(e) Unless the Administrative Agent shall have been notified in writing by the ~~Company~~ Borrower prior to the date of any payment due to be made by the ~~Borrowers~~ Borrower hereunder that the ~~Borrowers~~ Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the ~~Borrowers are~~ Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the ~~Borrowers~~ Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the ~~Borrowers~~ Borrower .

2.13 Requirements of Law .

(a) Subject to clause (c) of this Section 2.13, if any Change in Law shall (i) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application, any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof, (ii) impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate or (iii) impose on such Lender any other condition, and the result of any of the foregoing is to increase the cost to such Lender by an amount that such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the ~~Borrowers~~ Borrower shall promptly pay such Lender, upon its demand, any additional amounts

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necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Company Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) Subject to clause (c) of this Section 2.13, if any Lender shall have determined that compliance by such Lender (or any corporation controlling such Lender) with any Change in Law regarding capital adequacy or liquidity shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Loans to a level below that which such Lender or such corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, after submission by such Lender to the Company Borrower (with a copy to the Administrative Agent) of a written request therefor (setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.13(b)), the ~~Borrowers~~ Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c) Notwithstanding anything to the contrary in this Agreement (including clauses (a) and (b) above), reimbursement pursuant to this Section 2.13 for (A) increased costs arising from any market disruption (i) shall be limited to circumstances generally affecting the banking market and (ii) may only be requested by Lenders representing the Majority Facility Lenders with respect to the applicable Facility and (B) increased costs because of any Change in Law resulting from clause (i) or (ii) of the proviso to the definition of “Change in Law” may only be requested by a Lender imposing such increased costs on borrowers similarly situated to the ~~Borrowers~~ Borrower under syndicated credit facilities comparable to those provided hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Company Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The ~~Borrowers~~ Borrower shall pay such Lender the additional amount shown as due on any such certificate promptly after and, in any event, within 10 Business Days of receipt thereof. Notwithstanding anything to the contrary in this Section, the ~~Borrowers~~ Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Company Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of the ~~Borrowers~~ Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d) This Section 2.13 shall not apply to any Non-Excluded Taxes or Other Taxes (each of which is provided for in Section 2.14) or any Excluded Taxes.

2.14 Taxes .

(a) All payments made by any Loan Party under this Agreement or under any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, including any penalties, interest and additions to tax with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (collectively, “ Taxes ”), unless required by applicable law. If any such Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any other Loan Document, the applicable withholding agent shall pay, or withhold and remit, to the applicable Governmental Authority the full amount of such Taxes, and if the Tax in question is a Non-Excluded Tax or an Other Tax, the applicable Loan Party shall pay such additional

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amounts as may be necessary so that, after any required withholdings have been made (including any withholdings attributable to any payments required to be made under this Section 2.14 ) each Lender (or in the case of a payment made to the Administrative Agent for its own account, such Administrative Agent) receives on the due date a net sum equal to what it would have received had such Non-Excluded Taxes or Other Taxes not been levied or imposed. The Loan Parties shall, jointly and severally, indemnify the Administrative Agent and each Lender within 20 Business Days after written demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes levied or imposed and paid by such Person (including Non-Excluded Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.14 ), whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if the Administrative Agent or any Lender requests indemnification more than 90 days after the earlier of (1) the date on which the Administrative Agent or the applicable Lender, as the case may be, received written demand for payment of the applicable Non-Excluded Taxes or Other Taxes from the relevant Governmental Authority or (2) the date on which the Administrative Agent or the applicable Lender, as the case may be, paid the applicable Non-Excluded Taxes or Other Taxes, the Administrative Agent or the applicable Lender shall not be indemnified to the extent that such failure or delay results in prejudice to the ~~Borrowers~~ Borrower ). A certificate stating the amount of such payment or liability and setting forth in reasonable detail the calculation thereof prepared in good faith and delivered to the Company Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

(b) In addition, the ~~Borrowers~~ Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Taxes are payable by any Loan Party, within 45 days of the date the payment of any such Taxes is due pursuant to applicable law, the Company Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by the relevant Loan Party showing payment thereof, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Each Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “ Non -U.S. Lender ”) shall deliver to the Company Borrower and the Administrative Agent two original accurate and complete copies of whichever of the following is applicable: (i) U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, (ii) U.S. Internal Revenue Service Form W-8ECI (or successor forms), (iii) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, (A) a statement substantially in the form of Exhibit C-1 (any such Exhibit C certificate, a “ Form of Exemption Certificate ” and (B) a U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or successor forms), (iv) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or participating Lender), U.S. Internal Revenue Service Form W-8IMY (or successor forms) of the Non-U.S. Lender, accompanied by Form W-8ECI, Form W-8BEN or W-BEN-E, a statement substantially in the form of Exhibit C-2 or Exhibit C-3 , Form W-9, and/or other certification documents from each beneficial owner, as applicable (in each case, or any subsequent versions thereof or successors thereto) that would be required under this Section 2.14(d) if such beneficial owner were a Lender; provided that if the Non-U.S. Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a statement substantially in the form of Exhibit C-4 on behalf of each such direct or indirect partner), and (v) any other form prescribed by applicable United States federal income tax laws

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(including the Treasury regulations) as a basis for claiming complete exemption from, or reduction in, United States federal withholding tax on any payments to such Lender under any Loan Document. Each Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to the Company Borrower and the Administrative Agent two original copies of U.S. Internal Revenue Service Form W-9, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender claiming complete exemption from United States federal backup withholding. The Administrative Agent shall provide to the Company Borrower two accurate and complete original signed copies of whichever of the following is applicable: (1) if the Administrative Agent is a United States person (as such term is defined in Section 7701(a)(30) of the Code), Internal Revenue Service Form W-9 certifying to such Administrative Agent’s exemption from U.S. federal backup withholding or (2) if the Administrative Agent is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), (i) Internal Revenue Service Form W-8ECI with respect to payments received for its own account and (ii) Internal Revenue Service Form W-8IMY (together with all required accompanying documentation) with respect to payments received by it on behalf of the Lenders. The documentation referenced in the previous three sentences shall be delivered by the Administrative Agent and each Lender on or before the date it becomes a party to this Agreement. Notwithstanding any other provision of this paragraph (d), the Administrative Agent shall not be required to deliver any documentation pursuant to this paragraph (d) that the Administrative Agent is not legally eligible to deliver as a result of a Change in Tax Law after the date of this Agreement. Notwithstanding any other provision of this paragraph (d) or Section 2.14(e), each Lender shall not be required to deliver any documentation pursuant to this paragraph (d) or Section 2.14(e) that such Lender is not legally eligible to deliver.

(e) If any Lender is entitled to an exemption from or reduction of any withholding Tax with respect to payments under this Agreement or any other Loan Document, then such Lender shall deliver to the Company Borrower and the Administrative Agent, at the time or times reasonably requested by the Company Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding, provided that the Administrative Agent or such Lender, as applicable, is legally eligible to complete, execute and deliver such documentation and in the Administrative Agent’s or such Lender’s judgment, as applicable, such completion, execution or submission would not materially prejudice the legal position of the Administrative Agent and such Lender. In addition, each Lender agrees that, whenever a lapse in time or change in circumstances renders any documentation (including any specific documentation required in Section 2.14(d) or (g)) obsolete, expired or inaccurate in any respect, deliver promptly to the Company Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Company Borrower or the Administrative Agent) or immediately notify the Company Borrower and the Administrative Agent in writing of its legal ineligibility to do so.

(f) If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 2.14 , it shall pay over such refund to the Company Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by any Loan Party under this Section 2.14 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (including any Taxes imposed with respect to such refund) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Company Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Company Borrower ( plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such

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Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any amount to the ~~Borrowers~~ Borrower pursuant to this paragraph (f) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (f) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Company Borrower or any other Person.

(g) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company Borrower or the Administrative Agent as may be necessary for the Company Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA and to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this paragraph (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h) The agreements in this Section 2.14 shall survive the termination of this Agreement, the payment of the Loans and all other amounts payable hereunder, resignation of the Administrative Agent and any assignment of rights by, or replacement of, any Lender.

2.15 Indemnity . The ~~Borrowers agree~~ Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by ~~any~~ the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Company Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the ~~Borrowers~~ Borrower in making any prepayment of or conversion from Eurodollar Loans after the Company Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, reduced, converted or continued, for the period from the date of such prepayment or of such failure to borrow, reduce, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, reduce, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest or other return for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Company Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.16 Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.13 or 2.14 with respect to such Lender, it will, if requested by the Company Borrower, use reasonable efforts (subject to overall policy considerations of such Lender)

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to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, provided , further , that nothing in this Section shall affect or postpone any of the obligations of the ~~Borrowers~~ Borrower or the rights of any Lender pursuant to Sections 2.13 or 2.14 .

2.17 Replacement of Lenders . The ~~Borrowers~~ Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Sections 2.11 , 2.13 or 2.14 (or with respect to which the ~~Borrowers are~~ Borrower is required to pay additional amounts or indemnity payments pursuant to such sections), (b) becomes a Defaulting Lender or otherwise defaults in its obligation to make Loans hereunder or (c) has not consented to a proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 10.1 that requires the consent of all Lenders or all Lenders under a particular Facility or each Lender affected thereby and which has been approved by the Required Lenders as provided in Section 10.1 , with a Lender or Eligible Assignee; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) in the case of clause (a), prior to any such replacement, such Lender shall have taken no action under Section 2.16 sufficient to eliminate the continued need for payment of amounts owing pursuant to Sections 2.11 , 2.13 or 2.14 , (iii) the replacement financial institution or other Eligible Assignee shall purchase, at par, all Loans and other amounts (or, in the case of clause (c) as it relates to provisions affecting a particular Facility, Loans or other amounts owing under such Facility) owing to such replaced Lender on or prior to the date of replacement, (iv) the ~~Borrowers~~ Borrower shall be liable to such replaced Lender under Section 2.15 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution or other Eligible Assignee, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be deemed to have made such replacement in accordance with the provisions of Section 10.6 , (vii) until such time as such replacement shall be consummated, the ~~Borrowers~~ Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.11 , 2.13 or 2.14 , as the case may be, (viii) the Borrower shall pay to such replaced Lender all accrued and unpaid interest on all outstanding Loans of such replaced Lender and any prepayment premium due to the Lenders under Section 2.5(b) and (ix) any such replacement shall not be deemed to be a waiver of any rights that the ~~Borrowers~~ Borrower , the Administrative Agent or any other Lender shall have against the replaced Lender. Upon any such assignment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof (or, in the case of clause (c) as it relates to provisions affecting a particular Facility, a Lender under such Facility); provided that any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender. Each Lender, the Administrative Agent and the ~~Borrowers agree~~ Borrower agrees that in connection with the replacement of a Lender and upon payment to such replaced Lender of all amounts required to be paid under this Section 2.17, the Administrative Agent and the ~~Borrowers~~ Borrower shall be authorized, without the need for additional consent from such replaced Lender, to execute an Assignment and Assumption on behalf of such replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and, to the extent required under Section 10.6 , the ~~Borrowers~~ Borrower , shall be effective for purposes of this Section 2.17 and Section 10.6 . Notwithstanding anything to the contrary in this Section 2.17, in the event that a Lender which holds Loans or Commitments under more than one Facility does not agree to a proposed amendment, supplement, modification, consent or waiver which requires the consent of all Lenders under a particular Facility, the ~~Borrowers~~ Borrower shall be permitted to replace the non-consenting Lender with respect to the affected Facility and may, but shall not be required to, replace such Lender with respect to any unaffected Facilities.

2.18 Notes . If so requested by any Lender by written notice to the Company Borrower (with a copy to the Administrative Agent), the ~~Borrowers~~ Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6 ) (promptly after the Company Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Loans.

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2.19 Incremental Credit Extensions . (a) ~~(a)~~ The ~~Borrowers~~ Borrower may, at any time or from time to time after the Closing Date, by notice from the Company Borrower to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of Loans (the commitments thereof, the “ Incremental Commitments ”, the loans thereunder, the “ Incremental Loans ”, and a Lender making such loans, an “ Incremental Lender ”); it being understood that Amendment No. 1 ~~constitutes~~ and Amendment No. 2 each constitute an “Incremental Amendment” with respect to the establishment of the Term B- ~~1 Incremental~~ 2 Commitments as “Incremental Commitments” and the Term B- 1 2 Loans as “Incremental Loans”; provided that:

(i) after giving effect to any such Incremental Loans, the aggregate amount of Incremental Loans shall not exceed an amount equal to the sum of (x) an unlimited amount at any time so long as the Total Net First Lien Leverage Ratio on a Pro Forma Basis (but without giving effect to the cash proceeds remaining on the balance sheet of such Incremental Loans) as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b) , as the case may be, have been or were required to have been delivered does not exceed 4. 2 3 5 to 1.00 (without giving effect to any contemporaneous borrowing under clause (z) below), plus (y) the amount of all prior voluntary prepayments of the Loans, Incremental Loans and Indebtedness incurred pursuant to Section 6.1(b)(vi)(I) that is secured by the Collateral on a pari passu basis with the Obligations prior to such time, plus (z) $ 17 28 5,000,000 ( less , in the case of this clause (z), the aggregate principal amount of Indebtedness incurred under Section 6.1(b)(vi)(I)(c) or Section 6.1(b)(vi)(II)(c) ); provided that, for the avoidance of doubt, the amount available to the ~~Borrowers~~ Borrower pursuant to this clause (z) (A) shall not be reduced by the Term B-1 Loans or the Term B-2 Loans and (B) shall be available at all times and shall not be subject to the ratio test described in foregoing clause (x); provided , further , that the ~~Borrowers~~ Borrower may incur such Indebtedness under any clause (x), (y) or (z) above in such order as ~~they~~ it may elect in ~~their~~ its sole discretion;

(ii) the Incremental Loans shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;

(iii) the Incremental Loans shall not mature earlier than the Maturity Date;

(iv) the Incremental Loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Loans;

(v) subject to clauses (iii) and (iv) above, the interest rates and the amortization schedule applicable to any such Incremental Loans shall be determined by the ~~Borrowers~~ Borrower and the applicable Incremental Lenders;

(vi) no Default or Event of Default (or, in connection with a Limited Condition Transaction, no Default or Event of Default under Section 8.1(a) , or 8.1(f) ~~, ~~8.2(a)~~ or ~~8.2(f)~~~~ ) shall exist on the Incremental Facility Closing Date with respect to any Incremental Amendment entered into in connection therewith (and after giving effect to any Incremental Loans made thereunder); and

(vii) with respect to any Incremental Amendment, if the all-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or interest rate floors (subject

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to the first proviso in this clause (vii)), with such increased amount being equated to interest margin for purposes of determining any increase to the Applicable Margin under the Facility) with respect to the Incremental Loans made thereunder (as determined by the ~~Borrowers~~ Borrower and the applicable Incremental Lenders) exceeds the all-in yield (after giving effect to interest rate margins (including the interest rate floors (subject to the first proviso in this clause (vii))), original issue discount (equated to interest based on an assumed four-year life to maturity or, if shorter, the remaining life to maturity thereof) and upfront fees (which shall be deemed to constitute like amount of original issue discount), but excluding any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Loan, which shall not be included and equated to the interest rate) with respect to the existing Loans, after giving effect to any increase or repricing thereof that has theretofor become effective (it being understood that if any such repricing was effected as a refinancing tranche, the OID applicable to the refinanced loans shall be taken into account), by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “ Incremental Yield Differential ”), then, upon the effectiveness of such Incremental Amendment, the Applicable Margin then in effect for Loans shall automatically be increased by the Incremental Yield Differential; provided , that if the Incremental Loans include an interest-rate floor greater than the interest rate floor applicable to the Loans, the differential between such interest rate floors shall be equated to the interest rate margins for purposes of determining whether an increase to the Applicable Margin shall be required, but only to the extent an increase in the interest rate floor applicable to the Loans would cause an increase in the Applicable Margin applicable to such Loans, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Loans shall be increased to the extent of such differential between interest rate floors; provided , further , that any Incremental Facility that constitutes fixed-rate Indebtedness shall be swapped to a floating rate on a customary matched-maturity basis.

(b) Except as set forth in Section 2.19(a) , the Incremental Loans shall be treated substantially the same as the Loans, including with respect to mandatory and voluntary prepayments (unless the applicable Incremental Lenders agree to a less than pro rata share of such prepayments) and Guarantees. Each notice from the Company Borrower to the Administrative Agent pursuant to Section 2.19(a) shall set forth the requested amount and proposed terms of the relevant Incremental Loans.

(c) Incremental Loans may be made by any existing Lender or any Additional Lender ( provided that no Lender shall be obligated to make a portion of any Incremental Loan) on terms permitted in this Section 2.19 and, to the extent not permitted in this Section 2.19, all terms and documentation with respect to any Incremental Loan which (i) are materially more restrictive on the Group Members, taken as a whole, than those with respect to the Loans (but excluding any terms applicable after the Maturity Date) or (ii) relate to provisions of a mechanical (including with respect to the Collateral and currency mechanics) or administrative nature, shall in each case be reasonably satisfactory to the Administrative Agent; provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s making such Incremental Loans if such consent would be required under Section 10.6(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “ Incremental Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the ~~Borrowers~~ Borrower , each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the ~~Borrowers~~ Borrower , to effect the provisions of this Section including, subject to clause (b) of this Section 2.19, amendments to Sections 2.3(a) and 2.5(b) that do not adversely affect the Lenders affected thereby.

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The effectiveness of any Incremental Amendment shall be (unless waived or not required by the Incremental Lenders in connection with a Limited Condition Transaction) subject to the satisfaction of the condition set forth in clause (d) below and such other conditions as the parties thereto shall agree (the effective date of any such Incremental Amendment, an “ Incremental Facility Closing Date ”). The ~~Borrowers~~ Borrower will use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement.

(d) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) on and as of the Incremental Facility Closing Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) as of such earlier date.

(e) Notwithstanding anything to the contrary herein, this Section 2.19 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the ~~Borrowers~~ Borrower and the Administrative Agent may amend Section 2.12 to implement any Incremental Amendment.

2.20 Refinancing Amendments .

(a) At any time after the Closing Date, the ~~Borrowers~~ Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Loans then outstanding under this Agreement (which for purposes of this clause will be deemed to include any then outstanding Other Loans) in the form of Other Loans or Other Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:

(i) shall not be permitted to rank senior in right of payment or security to the other Loans and Commitments hereunder;

(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the ~~Borrowers~~ Borrower and the Lenders thereof;

(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being Refinanced;

(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and

(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being so Refinanced;

provided , further , that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any financial or other covenants or other provisions that are agreed between the ~~Borrowers~~ Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date

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thereof of each of the conditions set forth in Section 4.2 (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative Agent, be subject to the receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1 .

(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments).

(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the ~~Borrowers~~ Borrower , to effect the provisions of this Section.

(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the ~~Borrowers~~ Borrower and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.

2.21 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted in the definitions of “Required Lenders” and “Majority Lenders” and otherwise as set forth in Section 10.1 .

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise ~~, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to~~ ~~Section 10.7~~ ), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , as the ~~Borrowers~~ Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fourth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the ~~Borrowers~~ Borrower as a result of any judgment of a court of competent jurisdiction obtained by the ~~Borrowers~~ Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth , to such Defaulting Lender or as otherwise

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directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans and such Lender is a Defaulting Lender under clause (a) of the definition thereof, such payment shall be applied solely to pay the relevant Loans of the relevant non-Defaulting Lenders on a pro rata basis. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b) Defaulting Lender Cure . If the ~~Borrowers~~ Borrower and the Administrative Agent agree in writing that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Share (without giving effect to Section 2.21(a)(ii) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the ~~Borrowers~~ Borrower while such Lender was a Defaulting Lender; provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) No Release . The provisions hereof attributable to Defaulting Lenders shall not release or excuse any Defaulting Lender from failure to perform its obligations hereunder.

2.22 Loan Modification Offers .

(a) The ~~Borrowers~~ Borrower may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “ Loan Modification Offer ”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “ Specified Class ”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the ~~Borrowers~~ Borrower ; provided that (i) any such offer shall be made by the ~~Borrowers~~ Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such offer and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the ~~Borrowers~~ Borrower . Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than five Business Days nor more than 45 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that, notwithstanding anything to the contrary, (x) assignments and participations of Specified Classes shall be governed by the same or, at the ~~Borrowers~~ ’ Borrower ’ s discretion, more restrictive assignment and participation provisions than those set forth in Section 10.6 , and (y) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “ Accepting Lenders ”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

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(b) A Permitted Amendment shall be effected pursuant to an amendment to this Agreement (a “ Loan Modification Agreement ”) executed and delivered by the ~~Borrowers~~ Borrower , each applicable Accepting Lender and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. No Loan Modification Agreement shall provide for any extension of any Specified Class in an aggregate principal amount that is less than 25% of such Specified Class then outstanding or committed, as the case may be. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the ~~Borrowers~~ Borrower , to give effect to the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that (x) no Loan Modification Agreement may provide for (i) any Specified Class to be secured by any Collateral or other assets of any Group Member that does not also secure the Loans and (ii) so long as any Loans are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Loans on a pro rata basis; and (y) the terms and conditions of the applicable Loans and/or Commitments of the Accepting Lenders (excluding pricing, fees, rate floors and optional prepayment or redemption terms) shall be substantially identical to, or (taken as a whole) shall be no more favorable to, the Accepting Lenders than those applicable to the Specified Class (except for financial covenants or other covenants or provisions applicable only to periods after the Latest Maturity Date at the time of such Loan Modification Offer, as may be agreed by the ~~Borrowers~~ Borrower and the Accepting Lenders).

(c) Subject to Section 2.22(b) , the ~~Borrowers~~ Borrower may at ~~their~~ its election specify as a condition (a “ Minimum Extension Condition ”) to consummating any such Loan Modification Agreement that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the ~~Borrowers~~ ’ Borrower ’ s sole discretion and may be waived by the ~~Borrowers~~ Borrower ) of Loans of any or all applicable Classes be extended.

(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.22 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the ~~Borrowers~~ Borrower and the Administrative Agent may amend Section 2.12 to implement any Loan Modification Agreement.

SECTION 3 REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, each Loan Party (in the case ~~of each~~ of Holdings ~~, the Tower Borrower and the Tower Guarantor~~ , only in respect of itself to the extent set forth in this Section 3) hereby jointly and severally represents and warrants to the Administrative Agent and each Lender that:

3.1 Financial Condition .

(a) The unaudited balance sheets and related unaudited statements of income and comprehensive income and statement of cash flows related to the Company Borrower for the fiscal quarter ended June 28, 2014 present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved.

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(b) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related statements of income and comprehensive income and statements of cash flows related to the Company Borrower for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents and the ABL Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

3.2 No Change . Since December 31, 2013, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

3.3 Existence; Compliance with Law . Each Group Member (a) is duly organized, validly existing and (where applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and (where applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except in the case of clauses (a) (as it relates to good standing), (c) and (d) above, to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.4 Power; Authorization; Enforceable Obligations .

(a) Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the ~~Borrowers~~ Borrower , to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the ~~Borrowers~~ Borrower , to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions.

(b) No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.15 . No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the Transactions, except (x) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (y) the filings referred to in Section 3.15 and (iii) those, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

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3.5 No Legal Bar . The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings and guarantees hereunder and the use of the proceeds thereof will not violate any material Requirement of Law, any Contractual Obligation of any Group Member that is material to the Company Borrower and its Subsidiaries, taken as a whole, or the Organizational Documents of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any such Organizational Documents or any such Contractual Obligation (other than the Liens created by the Security Documents and the ABL Documents). The consummation of the Transactions will not (a) violate (x) any Requirement of Law or any Contractual Obligation of any Group Member, except as would not reasonably be expected to have a Material Adverse Effect or (y) the Organizational Documents of any Loan Party and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any such Organizational Documents or any such Contractual Obligation (other than the Liens created by the Security Documents).

3.6 Litigation . No litigation, suit or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Loan Party, threatened by or against any Group Member or against any of their respective properties, assets or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have a Material Adverse Effect.

3.7 Ownership of Property; Liens . Each Group Member has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien except as permitted by Section 6.6 and except where the failure to have such title or other interest could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Tower Group Members, as of the Closing Date and after giving effect to the Transactions, has no material assets (other than, in the case of the Tower Borrower, its ownership of all the Capital Stock of, and intercompany debt created pursuant to the Tower Transaction from, ~~Tower~~ ~~LLC and, in the case of~~ ~~Tower~~ ~~LLC, the loans payable to it by the Company Borrower pursuant to the~~ ~~Tower~~ ~~LLC Loans (made as a part of the Tower Transaction)) or liabilities (other than its obligations under the Loan Documents and intercompany debt in connection with the Tower Transaction).~~

3.8 Intellectual Property . Except as could not, individually or in an aggregate, reasonably be expected to have a Material Adverse Effect, the Group Members own, or are licensed to use, all intellectual property necessary for the conduct in all material respects of the business of the Company Borrower and its Restricted Subsidiaries, taken as a whole, as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning any Group Member’s use of any intellectual property or the validity or effectiveness of any Group Member’s intellectual property or alleging that the conduct of any Group Member’s business infringes or violates the rights of any Person, nor does Holdings or ~~any~~ the Borrower know of any valid basis for any such claim except for such claims that could not reasonably be expected to impair or interfere in any material respect with the operations of the business conducted by the Company Borrower and its Restricted Subsidiaries, taken as a whole, or result in a Material Adverse Effect.

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3.9 Taxes . Except as set forth on Schedule 3.9 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Group Member has filed or caused to be filed all Tax returns that are required to be filed and has paid all Taxes due and payable (including in its capacity as a withholding agent), whether or not shown on such Tax returns, and any assessments made against it or any of its property by any Governmental Authority (other than any amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); and (ii) no Tax Lien has been filed, and, to the knowledge of any of the Group Members, no claim is being asserted, with respect to any such tax, fee or other charge. No Tax assessment, deficiency or other claim has been filed, and, to the knowledge of any of the Group Members, is being threatened in writing, with respect to any Taxes that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

3.10 Federal Regulations . No Group Member is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for the purpose of buying or carrying Margin Stock or for any purpose that violates the provisions of the Regulations of the Board.

3.11 ERISA . Neither a Reportable Event nor a failure to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Plan has been operated and maintained in compliance in all respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither ~~any~~ the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA. No such Multiemployer Plan is in Reorganization or Insolvent.

3.12 Investment Company Act; Other Regulations . No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

3.13 Environmental Matters . Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

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(e) the Properties and all operations at the Properties are in compliance, and (to the knowledge of the Group Members) have in the past been in compliance, with all applicable Environmental Laws;

(g) no Group Member has assumed any liability of any other Person under Environmental Laws.

3.14 Accuracy of Information, etc. No statement or information concerning any Group Member or the Business contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained, as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information, taken as a whole, contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Company Borrower to be reasonable at the time made and as of the Closing Date (with respect to such projections and pro forma financial information delivered prior to the Closing Date), it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact, forecasts and projections are subject to uncertainties and contingencies, actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount and no assurance can be given that any forecast or projections will be realized.

3.15 Security Documents .

(a) Each of the Security Documents is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction, when certificates representing such Capital Stock are delivered to the Administrative Agent, and (ii) in the case of the other Collateral not

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described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 3.15(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 3.15(a) , as the case may be, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Permitted Priority Liens). Other than as set forth on Schedule 3.15(a) , as of the Closing Date, none of the Capital Stock of ~~any~~ the Borrower ~~, Tower LLC~~ or Company Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (as defined in the Security Agreement).

(b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Permitted Priority Liens. Schedule 1.1C lists, as of the Closing Date, each Material Property located in the United States and held by any Loan Party.

3.16 Solvency . As of the Closing Date, the Group Members, on a consolidated basis, after giving effect to the Transactions and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith and the other transactions contemplated hereby and thereby, will be and will continue to be, Solvent.

3.17 Patriot Act; FCPA; OFAC .

(a) To the extent applicable, each Loan Party and each Group Member is in compliance, in all material respects, with the Patriot Act.

(b) The ~~Borrowers have~~ Borrower has implemented and ~~maintain~~ maintains in effect policies and procedures reasonably designed to ensure compliance by the ~~Borrowers, their~~ Borrower, its Subsidiaries and their respective directors, officers, employees and agents, to the extent acting on behalf of the ~~Borrowers~~ Borrower or ~~their~~ its Subsidiaries, with applicable Sanctions and the U.S. Foreign Corrupt Practices Act of 1977, as amended, and, to the knowledge of the ~~Borrowers~~ Borrower , other applicable anti-corruption laws, and the ~~Borrowers~~ Borrower , Holdings , their respective Subsidiaries and their respective officers, directors and employees and, to the knowledge of the ~~Borrowers~~ Borrower , their respective agents, are in compliance with applicable Sanctions, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and, to the knowledge of the ~~Borrowers~~ Borrower , other applicable anti-corruption laws, in all material respects. None of (a) the ~~Borrowers~~ Borrower , any Restricted Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the ~~Borrowers~~ Borrower , any agent, affiliate or other representative of the ~~Borrowers~~ Borrower or any Subsidiary is a Sanctioned Person, nor is the Borrower or any Subsidiary located, organized or resident in a Sanctioned Country. No use of proceeds of the Loan by the ~~Borrowers, their~~ Borrower, its Restricted Subsidiaries and their respective directors, officers, employees and agents will violate applicable Sanctions, the U.S. Foreign Corrupt Practices Act of 1977, as amended, or to the knowledge of the ~~Borrowers~~ Borrower , any other applicable anti-corruption laws.

3.18 Status as Senior Indebtedness . The Obligations under the Facilities constitute “senior debt,” “senior indebtedness,” “guarantor senior debt,” “senior secured financing” and “designated senior indebtedness” (or any comparable term) for all Indebtedness (if any) that is subordinated in right of payment to the Obligations.

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Notwithstanding anything herein or in any other Loan Document to the contrary, no officer of any Group Member shall have any personal liability in connection with the representations and warranties and other certifications in this Agreement or any other Loan Document.

SECTION 4 CONDITIONS PRECEDENT

4.1 Conditions to Closing Date . The agreement of each Lender to make the ~~Initial~~ Loan to be made by it under this Agreement on the Closing Date is subject to the satisfaction, prior to or concurrently with the making of such Loan on the Closing Date, of the following conditions precedent:

(a) Loan Documents . The Administrative Agent shall have received:

(i) this Agreement, executed and delivered by the ~~Borrowers~~ Borrower , each Guarantor and each Person listed on Schedule 1.1A ;

(ii) the Security Agreement, executed and delivered by the ~~Borrowers~~ Borrower and the Guarantors;

(iii) the ABL-Term Intercreditor Agreement, executed and delivered by the ~~Borrowers~~ Borrower , the Guarantors, the Administrative Agent and the ABL Agent;

(iv) ~~the Canadian Pledge Agreement, executed and delivered by the general partner of the Tower Borrower;~~ [reserved];

(v) ~~the Onex Pledge Agreement, executed and delivered by the sole limited partner of the Tower Borrower;~~ [reserved];

(vi) the Intellectual Property Security Agreements, executed and delivered by each applicable Loan Party;

(vii) each other Security Document, executed and delivered by each applicable Loan Party;

(viii) each Note, executed by the ~~Borrowers~~ Borrower in favor of each Lender requesting the same;

(ix) ~~the Withholding Tax Guarantee Agreement, executed and delivered by Onex;~~ [reserved];

(x) ~~the~~ ~~Tower~~ ~~LLC Loan Agreement, executed and delivered by~~ ~~Tower~~ ~~LLC and the Company Borrower;~~ [reserved];

(xi) ~~the~~ ~~Tower~~ ~~LLC Subordination Agreement, executed and delivered by~~ ~~Tower~~ ~~LLC and the Company Borrower; and~~ [reserved]; and

(xii) a Borrowing Request, executed and delivered by the Company Borrower and/or Tower Borrower.

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(b) ABL Documents . The ABL Documents shall be in full force and effect.

(c) Existing Debt Release/Repayment . The Existing Debt Release/Repayment shall have been or, substantially concurrently with the borrowing of the Loans shall be, consummated, and after giving effect to the Transactions, the Group Members shall have outstanding no Indebtedness other than (i) the Loans, (ii) Indebtedness in respect of the ABL Credit Agreement and (iii) Indebtedness permitted to be outstanding under Section 6.1(b)(iii) of this Agreement.

(d) Financial Statements . The Lenders shall have received (a) audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related statements of income and comprehensive income and statements of cash flows related to the Company Borrower for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011 and (b) unaudited balance sheets and related statements of income and comprehensive income and statement of cash flows related to the Company Borrower for the fiscal quarter ended June 28, 2014.

(e) Fees . The Lenders and the Administrative Agent shall have received all fees required to be paid on or prior to the Closing Date, and all expenses required to be paid on the Closing Date for which reasonably detailed invoices have been presented (including the reasonable, fees and expenses of legal counsel to the Administrative Agent) to the Company Borrower at least three Business Days prior to the Closing Date.

(f) Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates . The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, including certified organizational authorizations, incumbency certifications, the certificate of incorporation or other similar Organizational Document of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and bylaws or other similar Organizational Document of each Loan Party certified by a Responsible Officer as being in full force and effect on the Closing Date and (ii) a good standing certificate (long form, to the extent available) for each Loan Party from its jurisdiction of organization.

(g) Legal Opinions . The Administrative Agent shall have received the executed legal opinion of Fried, Frank, Harris, Shriver & Jacobson, LLP, special counsel to the Loan Parties, and executed legal opinions of each local counsel to the Loan Parties set forth on Schedule 4.1(h) , each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.

(h) Pledged Stock; Stock Powers; Pledged Notes . The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock (to the extent certificated) pledged pursuant to the Security Agreement, the Onex Pledge Agreement and the Canadian Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (ii) ~~the note evidencing the~~ ~~Tower~~ ~~LLC Loan and~~ each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(i) Filings, Registrations and Recordings . Each document (including any UCC financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Priority Liens), shall have been executed and delivered to the Administrative Agent in proper form for filing, registration or recordation.

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(j) Solvency Certificate . The Administrative Agent shall have received a Solvency Certificate, which demonstrates that the Group Members, on a consolidated basis, are and, after giving effect to the Transactions and the other transactions contemplated hereby, will be, Solvent.

(k) Patriot Act . The Administrative Agent and the Lenders (to the extent reasonably requested in writing at least 10 days prior to the Closing Date) shall have received, at least three Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent reasonably determines to be required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act.

(l) Representations and Warranties . The representations and warranties set forth in Section 3 shall be true and correct in all material respects (or, if already qualified by “materiality,” “Material Adverse Effect” or similar phrases, in all respects (after giving effect to such qualification)) on and as of the Closing Date (except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only to be true and accurate as of such date).

(m) No Material Adverse Effect . Since December 31, 2013, there shall not have been any event, occurrence or development that has had, or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Insurance Certificates . The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 4.2(b) of the Security Agreement.

(o) Officer ’ s Certificate . The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower confirming satisfaction of the conditions set forth in Section 4.2(a) and (b) .

(p) Perfection Certificate . The Administrative Agent shall have received a Perfection Certificate in form reasonably acceptable to it as well as UCC, tax, judgment lien and intellectual property lien searches reasonably requested by the Administrative Agent.

4.2 Conditions to Each Borrowing Date . The agreement of each Lender to make any extension of credit requested to be made by it on any date (other than its initial extension of credit on the Closing Date or any Incremental Loan) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) on and as of such date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) as of such earlier date.

(b) No Default. No Default or Event of Default shall have occurred and be continuing on the Closing Date or after giving effect to the extensions of credit requested to be made on the Closing Date.

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SECTION 5 AFFIRMATIVE COVENANTS

Holdings and the Company Borrower hereby jointly and severally agree that, until all Commitments have been terminated and the principal of and interest on each Loan, and all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations for which no claim has been made), each of Holdings and the Company Borrower shall, and shall cause each if its Restricted Subsidiaries to:

5.1 Financial Statements . Furnish to the Administrative Agent (who shall promptly furnish to each Lender):

(a) as soon as available, but in any event within 90 days after the last day of each fiscal year of the Company Borrower ending thereafter, a copy of the audited consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing, which opinion shall not be subject to qualification as to scope or contain any “going concern” qualification or exception other than with respect to or resulting from (i) the maturity of any Indebtedness under this Agreement or the ABL Credit Agreement or (ii) any potential inability to satisfy any financial covenant under any agreement governing any Indebtedness on a future date or for a future period ( provided that delivery within the time periods specified above of copies of the Annual Report on Form 10-K of the Company Borrower (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.1(a)); and

(b) as soon as available, but in any event within 45 days after the last day of the first three fiscal quarters of each fiscal year of the Company Borrower, the unaudited consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as fairly stating in all material respects the financial position of the Company Borrower and its consolidated Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year-end audit adjustments and the absence of footnotes) ( provided that delivery within the time periods specified above of copies of the Quarterly Report on Form 10-Q of the Company Borrower (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.1(b)).

~~All~~ Notwithstanding the foregoing, the delivery by the Company Borrower of all such financial statements and related deliverables required pursuant to clauses (a) and (b) above of Holdings (or any direct or indirect parent company thereof) and its consolidated Subsidiaries (and not the Company Borrower and its consolidated Subsidiaries), whether or not such filings are filed with the SEC, shall be deemed to satisfy the requirements of Sections 5.1(a) and (b). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and (except as otherwise provided below) in accordance with GAAP applied consistently (except to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) throughout the periods reflected therein and with prior periods.

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5.2 Certificates; Other Information . Furnish to the Administrative Agent (who shall promptly furnish to each Lender) or, in the case of clause (g), to the relevant Lender:

(a) promptly upon the request of the Administrative Agent, in connection with the delivery of any financial statements or other information pursuant to Section 5.1 or this Section 5.2, confirmation of whether such statements or information contains any Private Lender Information. The ~~Borrowers~~ Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the ~~Borrowers~~ Borrower , Holdings, their respective Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to Section 5.1 or this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “ Platform ”), any document or notice that the Company Borrower has indicated contains Private Lender Information shall not be posted on that portion of the Platform designated for such public-side Lenders, provided that if the Company Borrower has not indicated whether a document or notice delivered pursuant to Section 5.1 or this Section 5.2 contains Private Lender Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the ~~Borrowers~~ Borrower , Holdings, their respective Subsidiaries or their securities;

(b) concurrently with the delivery of the financial statements referred to in Section 5.1(a) , a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of the Company Borrower and its consolidated Subsidiaries (or of Holdings (or any direct or indirect parent company thereof) and its consolidated Subsidaries, as the case may be) , which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

(c) concurrently with the delivery of any financial statements pursuant to Section 5.1 , (i) a certificate of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) (x) with respect to each annual financial statement commencing with the fiscal year of the Company Borrower (or Holdings or any direct or indirect parent company thereof, as the case may be) ending December 31, 201 6 7 , the amount, if any, of Excess Cash Flow for such fiscal year together with the calculation thereof in reasonable detail), and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered intellectual property acquired or developed by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date), (iii) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (ii) of the definition of the term “Immaterial Subsidiary”, (iv) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary and (v) a Compliance Certificate as contemplated by the definition of Applicable Margin;

(d) as soon as available, but in any event within 90 days after the last day of each fiscal year of the Company Borrower (commencing with the fiscal year ending on or about December 31, 2015), a detailed consolidated budget for the following fiscal year (including (i) projected consolidated quarterly income statements and (ii) projected consolidated annual balance sheets of the Company Borrower (or Holdings or any direct or indirect parent company thereof, as the case may be) and its consolidated Subsidiaries, the related consolidated statements of projected cash flow and projected changes in financial position and projected income) (collectively, the “ Projections ”), which Projections shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of the circumstances then existing, it being understood that projections are subject to uncertainties and there is no assurance that any projections will be realized;

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(e) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 5.1(a) and (b) above, a narrative discussion and analysis of the financial condition and results of operations of the Company Borrower (or Holdings or any direct or indirect parent company thereof, as the case may be) and its Restricted Subsidiaries for such fiscal quarter or fiscal year, as applicable, and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter (or for the entire such fiscal year most recently ended in the case of such discussion and analysis given after the end of such fiscal year), as compared to the comparable periods of the previous year ( provided that delivery within the time periods specified above of copies of the Quarterly Report on Form 10-Q and Annual Report on Form 10-K, as applicable, of the Company Borrower (or any direct or indirect parent company thereof) filed with the SEC shall be deemed to satisfy the requirements of this Section 5.2(e) );

(f) promptly, copies of all financial statements and reports that the Company Borrower sends generally to the holders of any class of its debt securities or public equity securities, acting in such capacity, and, within five days after the same are filed, copies of all financial statements and reports that the Company Borrower may make to, or file with, the SEC (other than the items referred to in Sections 5.1(a) , 5.1(b) and 5.2(e) );

(g) promptly following any Lender’s request therefor, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering or terrorist financing rules and regulations, including the Patriot Act; and

(h) as promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other information regarding the operations, business affairs and financial condition of any Group Member, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

5.3 Payment of Taxes . Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its Tax obligations of whatever nature, except (i) where the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (ii) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member.

5.4 Maintenance of Existence; Compliance with Law . (a) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other all rights, privileges and franchises, in each case necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 6.7 or by the Security Agreement and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) comply with all Governmental Approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.5 Maintenance of Property; Insurance . (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear and casualty and condemnation

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excepted, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (b) maintain all the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect and (c) maintain with insurance companies that the Company Borrower believes (in the good faith judgment of the management of the Company Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed insurance in at least such amounts (after giving effect to any self-insurance which the Company Borrower believes (in the good faith judgment of management of the Company Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Company Borrower believes (in the good faith judgment of management of the Company Borrower) is reasonable and prudent in light of the size and nature of its business. The Administrative Agent shall be named as an additional insured or loss payee, as applicable, in respect of all applicable insurance.

If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Company Borrower shall, or shall cause the applicable Loan Party to (a) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (b) deliver to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

5.6 Inspection of Property; Books and Records; Discussions . (a) Keep proper books of records and account in which entries full, true and correct in all material respects in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities and (b) permit, at the ~~Borrowers~~ Borrower ’ s expense, representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior written notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Company Group Members with officers and employees of the Company Group Members and with their independent certified public accountants; provided that (i) in no event shall there be more than one such visit for the Administrative Agent and its representatives as a group per calendar year except during the continuance of an Event of Default and (ii) the Company Borrower shall have the right to be present during any discussions with accountants.

5.7 Notices . Promptly give notice to the Administrative Agent (who shall promptly furnish to each Lender) of:

(a) the occurrence of any Default or Event of Default;

(b) the following events, promptly and in any event within 30 days after the Company Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan in a material amount, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan that would result in the imposition of a material withdrawal liability, or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Company Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination (in other than a “standard termination” as defined in ERISA), Reorganization or Insolvency of, any Plan; and

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Each notice pursuant to this Section 5.7 shall be accompanied by a statement of a Responsible Officer of the Company Borrower setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.

5.8 Environmental Laws .

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, and in the event that any Group Member shall fail timely to commence or cause to be commenced or fail diligently to prosecute to completion such actions, or contest such requirement in good faith as provided herein, allow the Administrative Agent (at its election) to cause such actions to be performed, and promptly pay all costs and expenses (including attorneys’ and consultants’ fees, charges and disbursements) thereof or incurred by the Administrative Agent in connection therewith.

5.9 Additional Collateral, etc .

(a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b) , (c) or (d) below and (y) any property subject to a Lien expressly permitted by clauses (6)(A) , (8) , (9) , (12) , (16) , (26) , (29) , (35) and (38) of the definition of “Permitted ~~Company Group Member~~ Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Permitted Liens) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.

(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8) , (9) and (38) of the definition of “Permitted ~~Company Group Member~~ Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties),

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within 90 days (or such longer period as the Administrative Agent shall reasonably agree) of the Closing Date or the acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent; provided that with respect to the Mortgaged Properties listed on Schedule 1.1B for which any Loan Party delivers to the Administrative Agent a second lien priority Mortgage in lieu of a Title Policy the applicable Loan Party shall cause to be delivered to the Administrative Agent a current title search and PZR zoning report reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company Borrower), (v) if requested by the Administrative Agent, with respect to any property located in a special flood hazard area, provide a copy of, or a certificate as to coverage and a declaration page relating to, the insurance policies required by Section 5.5, each of which (a) shall be endorsed or otherwise amended to include a lender’s loss payable endorsement, (b) shall identify the address of each property located in a special flood hazard area, (c) shall indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto, (d) shall provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal, and (e) shall be otherwise in form and substance satisfactory to the Administrative Agent and (vi) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Company Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above. Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Excluded Assets.

(c) With respect to any new Subsidiary Guarantor created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement or other Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of UCC financing statements in such

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jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) With respect to any new Restricted Subsidiary which is directly owned by a Borrower or a Guarantor and is a CFC Holdco or a Foreign Subsidiary that is a CFC (in each case, other than an Immaterial Subsidiary), created or acquired after the Closing Date by any Loan Party, within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or other Security Documents and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such CFC Holdco or Foreign Subsidiary that is a CFC that is directly owned by any such Loan Party ( provided that in no event shall more than 65% of the total outstanding Voting Stock of any such CFC Holdco or Foreign Subsidiary that is a CFC be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and the compliance with the provisions of this Section 5.9(d) would result in the imposition of such stamp, excise or similar taxes on ~~any~~ the Borrower and its Restricted Subsidiaries, the Administrative Agent may elect not to require the Loan Parties to pledge such Capital Stock of any such Foreign Subsidiary or not to require such pledge to be recorded or registered in any applicable jurisdiction, or may defer such requirement to such date or time as the Administrative Agent may determine.

(e) With respect to any new Non-Guarantor Subsidiary created or acquired after the Closing Date by any Loan Party (but excluding any such Subsidiary the Capital Stock of which constitutes an Excluded Asset or that is a CFC Holdco or a Foreign Subsidiary that is a CFC), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member and (iii) cause such new Subsidiary Guarantor to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments.

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(f) Notwithstanding anything to the contrary in this Agreement (i) no actions in any jurisdiction outside the United States shall be required in order to create any security interests in assets located or titled outside of the United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the ~~Borrowers~~ Borrower and ~~their respective~~ its Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (y) ~~the note evidencing the~~ ~~Tower~~ ~~LLC Loan and~~ each intercompany note and promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and securities accounts.

5.10 Credit Ratings . Use commercially reasonable efforts to maintain at all times a credit rating by each of S&P and Moody’s in respect of the Facilities provided for under this Agreement and a corporate rating by S&P and a corporate family rating by Moody’s for the Company Borrower (it being understood that there shall be no requirement to maintain any specific credit rating).

5.11 Further Assurances . At any time or from time to time upon the reasonable request of the Administrative Agent, at the expense of the ~~Borrowers~~ Borrower , promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of the Loan Documents. In furtherance and not in limitation of the foregoing, the Loan Parties shall take such actions as the Administrative Agent may reasonably request from time to time (including the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, landlord’s consents and estoppels, stock powers, financing statements and other documents, the filing or recording of any of the foregoing, obtaining of title insurance with respect to any of the foregoing that relates to an interest in real property, and the delivery of stock certificates and other collateral with respect to which perfection is obtained by possession, in each case to the extent required by the applicable Security Documents) to ensure that the Obligations are guaranteed by the Guarantors, on a first priority basis (subject to Permitted Priority Liens) and are secured by substantially all of the assets (other than those assets specifically excluded by the terms of this Agreement and the other Loan Documents) of the Loan Parties.

5.12 Designation of Unrestricted Subsidiaries . The ~~Borrowers~~ Borrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, so long as (i) after giving effect thereto, on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b) , as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any

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Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, ~~neither~~ the Borrower shall not be permitted to be an Unrestricted Subsidiary.

5.13 ERISA . Cause each Commonly Controlled Entity to maintain all Plans that are presently in existence or may, from time to time, come into existence, in compliance with the terms of any such Plan, ERISA, the Code and all other applicable laws, except to the extent the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.14 Use of Proceeds . The proceeds of the Loans made on the Closing Date ~~shall be~~ were used to consummate the Transactions. The proceeds of Term B-1 Loans made on the Amendment No. 1 Effective Date ~~shall be~~ were used to consummate the Amendment No. 1 Transactions. The proceeds of Term B-2 Loans made on the Amendment No. 2 Funding Date shall be used to consummate the Amendment No. 2 Transactions. The proceeds of the Incremental Loans shall be used for working capital and general corporate purposes of the Group Members. The proceeds of the Other Loans shall be used as provided in Section 2.20 .

5.15 ~~Repayment of Tower LLC Loan~~ [Reserved]. . ~~Make payments under the~~ ~~Tower~~ ~~LLC Loan Agreement at times and in amounts sufficient for the Tower Borrower to make all principal payments and prepayments of the Loans, as required under this Agreement.~~

5.16 ~~Withholding Tax Guarantee Agreement~~ [Reserved]. . Take all action necessary or required under the Withholding Tax Guarantee Agreement (including providing any required or necessary notices thereunder) to cause Onex to pay all amounts due and payable under the Withholding Tax Guarantee Agreement in accordance with the terms thereof.

5.17 Quarterly Conference Calls . The Company Borrower shall use its commercially reasonable efforts to participate in one conference call each fiscal quarter with the Administrative Agent and the Lenders within 10 Business Days of the date on which financial statements are delivered pursuant to Section 5.1(a) or (b) , as applicable.

~~5.18~~ 5.18 Post-Closing Actions . The Company Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described below as soon as commercially reasonable and by no later than the date set forth below with respect to such action or such later date as the Administrative Agent may reasonably agree:

(a) The Company Borrower shall deliver to the Administrative Agent within 10 days after the Closing Date (or such later period agreed to by the Administrative Agent in its sole discretion), in respect of each Loan Party, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the secured parties, as an additional insured or loss payee, as the case may be, under all applicable insurance policies.

~~SECTION 5.A~~ ~~AFFIRMATIVE COVENANTS OF THE TOWER BORROWER~~

The Tower Borrower hereby agrees that, until either (i) all Commitments have been terminated and the principal of and interest on each Loan and all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations for which no claim has been made) or (ii) the Tower Borrower Release has become effective pursuant to ~~Section 10.7~~ ~~, the Tower Borrower shall and shall cause each of its Subsidiaries to:~~

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~~5.1.A~~ ~~Information~~ . Furnish to the Administrative Agent (who shall promptly furnish to each Lender) or, in the case of clause (b), to the relevant Lender (a) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (b) promptly following any Lender ’ ~~s request therefor, all documentation and other in-formation that such Lender reasonably requests in order to comply with its ongoing obligations under applicable~~ “ ~~know your~~ ~~customer~~ ” ~~and anti-money laundering or terrorist financing rules and regulations, including the Patriot Act; and (c) as promptly as reasonably practicable from time to time following the Administrative Agent~~ ’ s request therefor, such other information regarding the operations, business affairs and financial condition of any Tower Group Member, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request (on behalf of itself or any Lender).

~~5.2.A~~ ~~Payment of Obligations~~ . Pay, discharge or otherwise satisfy, or cause to be paid, discharged or otherwise satisfied, at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member.

~~5.3.A~~ ~~Maintenance of Existence; Compliance~~ . ~~(a) (i)~~ Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) comply with all Governmental Approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (d) maintain the Tower Borrower ’ ~~s status as a corporation for United States income tax purposes; and (e) cause~~ ~~Tower LLC to maintain its status as a disregarded entity for United States income tax purposes.~~

~~5.4.A~~ ~~Inspection of Property; Books and Records; Discussions~~ . ~~(a)~~ Keep proper books of records and account in which entries full, true and correct in all material respects in conformity with all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and from which financial statements conforming with GAAP can be derived and (b) permit, at the Tower Borrower ’ s sole expense, representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Tower Group Members with officers and employees of the Tower Group Members and with their independent certified public accountants; ~~provided~~ that (i) in no event shall there be more than one such visit for the Administrative Agent and its representatives as a group per calendar year except during the continuance of an Event of Default and (ii) the Company Borrower shall have the right to be present during any discussions with accountants.

~~5.5.A~~ ~~Notices~~ . ~~Promptly give notice to the Administrative Agent (who shall promptly furnish to each Lender) of:~~

~~(a)~~ ~~the occurrence of any Tower Borrower Default or Tower Borrower Event of Default;~~

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~~(b)~~ ~~any (i) default or event of default under any Contractual Obligation of any Tower Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any~~ ~~Tower Group Member and any Governmental Authority, that in either case could reasonably be expected to have a Material Adverse Effect;~~

~~(c)~~ any litigation or proceeding affecting any Tower Group Member (i) in which the amount involved is $5,000,000 or more and not covered by adequate insurance, (ii) in which injunctive or similar relief is sought which injunctive or similar relief could reasonably be expected to result in a Material Adverse Effect or (iii) which relates to any Loan Document or the Tower Transaction;

~~(d)~~ ~~the following events, promptly and in any event within 30 days after the Tower Borrower knows or has reason to know thereof:~~ (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan in a material amount, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan that would result in the imposition of a material withdrawal liability, or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Tower Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination (in other than a “ ~~standard termination~~ ” ~~as defined in ERISA), Reorganization or Insolvency of, any Plan; and~~

~~(e)~~ ~~any development or event that has had or could reasonably be expected to have a Material Adverse Effect.~~

Each notice pursuant to this Section 5.5.A shall be accompanied by a statement of a Responsible Officer of the Tower Borrower setting forth details of the occurrence referred to therein and stating what action the relevant Tower Group Member proposes to take with respect thereto.

~~5.6.A~~ ~~Additional Collateral, etc~~ . With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party that is a Tower Group Member as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, within 90 days (or such longer period as agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Permitted Priority Liens) in such property, including the filing of UCC financing statements and similar instruments in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent.

~~5.7.A~~ ~~Further Assurances~~ . At any time or from time to time upon the request of the Administrative Agent, at the expense of the Tower Borrower, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of the Loan Documents. In furtherance and not in limitation of the foregoing, the Loan Parties that are Tower Group Members shall take such actions as the Administrative Agent may reasonably request from time to time (including, without limitation, the execution and delivery of guaranties, security agreements, pledge agreements, stock powers, financing statements and other documents, the filing or recording of any of the foregoing, and the delivery of stock certificates and other collateral with respect to which perfection is obtained by possession, in each case to the extent required by the applicable Security Documents) to ensure that the Obligations are guaranteed by the Guarantors, on a first priority basis (subject to Permitted Liens), and are secured by substantially all of the assets (other than those assets specifically excluded by the terms of this Agreement and the other Loan Documents) of the Loan Parties.

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SECTION 6 NEGATIVE COVENANTS

Holdings and the Company Borrower hereby jointly and severally agree that, until all Commitments have been terminated and the principal of and interest on each Loan and all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations for which no claim has been made), each of Holdings and the Company Borrower shall, and shall cause its Restricted Subsidiaries to comply with this Section 6.

6.1 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock .

(a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company Borrower shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided , however , that the Company Borrower and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and the Company Borrower and any of its Restricted Subsidiaries may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Company Borrower and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided , further , that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this clause (a) by Restricted Subsidiaries that are not Guarantors of the Loans and Obligations, taken together with all other Indebtedness Incurred and Disqualified Stock and Preferred Stock issued pursuant to this proviso to this clause (a), shall not exceed the greater of $25,000,000 and 1.10% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding.

(b) The limitations set forth in Section 6.1(a) shall not apply to (such Indebtedness, and any Indebtedness permitted to be Incurred pursuant to Section 6.1(a) , “ Permitted Debt ”):

(i) Indebtedness Incurred pursuant to this Agreement and any other Loan Document;

(ii) Indebtedness Incurred pursuant to the ABL Documents; provided , that the aggregate amount of Indebtedness permitted under this clause (ii) shall not exceed an amount equal to the greater of (a) $400,000,000 and (b) the sum of (w) 90% of the value of the accounts receivable of the borrowers under the ABL Documents, (x) the lesser of (I) 90% of the net orderly liquidation value of the inventory of the borrowers under the ABL Documents and (II) 75% of the value (calculated at the lower of cost or market value) of the inventory of the borrowers under the ABL Documents, (y) 85% of the net orderly liquidation value of the equipment of the borrowers under the ABL Documents that constitutes ABL Priority Collateral and (z) 60% of the fair market value of the real property of the borrowers under the ABL Documents that constitutes ABL Priority Collateral (such clauses (b)(w), (x), (y) and (z), collectively, the “ Borrowing Base ”); provided , that the aggregate amount attributable to the Borrowing Base from clauses (b)(y) and (z) above cannot exceed 15% of the Borrowing Base;

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(iii) Indebtedness existing on the Closing Date (other than Indebtedness described in clauses (i) and (ii) of this Section 6.1(b)); provided , that any Indebtedness in excess of $7,500,000 shall be set forth on Schedule 6.1 ;

(iv) Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt;

(v) Permitted Unsecured Refinancing Debt;

(vi) Indebtedness not to exceed (I) an amount equal to the sum of (a) an unlimited amount at any time so long as the Total Net First Lien Leverage Ratio on a Pro Forma Basis (but without giving effect to the cash proceeds remaining on the balance sheet of such Indebtedness) as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b) , as the case may be, have been or were required to have been delivered (calculated assuming that such Indebtedness is fully drawn throughout such period) does not exceed 4. 2 3 5 to 1.00 (without giving effect to any contemporaneous borrowing under clause (c) below), plus (b) the amount of all prior voluntary prepayments of the Loans, Incremental Loans and Indebtedness incurred pursuant to this Section 6.1(b)(vi)(I) that is secured by the Collateral on a pari passu basis with the Obligations prior to such time (less, in the case of this clause (b), the aggregate principal amount of Indebtedness Incurred under Section 2.19(a)(i)(y) or Section 6.1(b)(vi)(II)(b)), plus (c) $ 17 28 5,000,000 ( less , in the case of this clause (c), the aggregate principal amount of Indebtedness Incurred under Section 2.19(a)(i)(z) ); provided that the ~~Borrowers~~ Borrower may incur such Indebtedness under any of clause (a), (b), or (c) above in such order as ~~they~~ it may elect in ~~their~~ its sole discretion and (II) an amount equal to the sum of (a) an unlimited amount at any time so long as the Total Net Secured Leverage Ratio on a Pro Forma Basis (but without giving effect to the cash proceeds remaining on the balance sheet of such Indebtedness) as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b) , as the case may be, have been or were required to have been delivered (calculated assuming that such Indebtedness is fully drawn throughout such period) does not exceed 5. 2 3 5 to 1.00, plus (b) the amount of all prior voluntary prepayments of any Indebtedness incurred pursuant to this Section 6.1(b)(vi)(II) that is secured by the Collateral on a junior lien basis to the Obligations prior to such time, plus (c) $ 17 28 5,000,000 ( less , in the case of this clause (c), the aggregate principal amount of Indebtedness Incurred under Section 2.19(a)(i)(z) or Section 6.1(b)(vi)(I)(c) ); provided that the ~~Borrowers~~ Borrower may incur such Indebtedness under any of clause (a), (b), or (c) above in such order as ~~they~~ it may elect in ~~their~~ its sole discretion; provided further , that the amount of Indebtedness that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this clause (vi) by Restricted Subsidiaries that are Non-Guarantor Subsidiaries, taken together with all other Indebtedness Incurred and Disqualified Stock and Preferred Stock issued pursuant to this proviso to this clause (vi), shall not exceed the greater of $25,000,000 and 1.10% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding; provided , further , that the Applicable Requirements shall have been satisfied; provided , further , that no Indebtedness under this clause (vi) may be Incurred at any time that a Default or Event of Default (or, in connection with a Limited Condition Transaction, no Default or Event of Default under Section 8.1(a) , or 8.1(f ) , ~~8.2(a)~~ or ~~8.2(f)~~ ) has occurred and is continuing; provided , further , that, any Indebtedness in the form of loans Incurred under clause (vi)(I) that is secured by the Collateral on a pari passu basis with the Obligations shall be subject to Section 2.19(a)(vii) , mutatis mutandis ;

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(vii) Indebtedness (including Capitalized Lease Obligations, mortgage financings or purchase money obligations) Incurred by the Company Borrower or any of its Restricted Subsidiaries, Disqualified Stock issued by the Company Borrower or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Company Borrower to finance or Refinance, all or any part of the acquisition, purchase, lease, construction, design, installation, repair, replacement or improvement of property (real or personal), plant or equipment or other fixed or capital assets used or useful in the business of the Company Borrower or its Restricted Subsidiaries or in a Similar Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount, including all Indebtedness Incurred to renew, refund, Refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (vii), not to exceed the greater of $50,000,000 and 2.15% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding;

(viii) Indebtedness (x) in respect of any bankers’ acceptance, bank guarantees, discounted bill of exchange or the discounting or factoring of receivables for credit management purposes, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business and (y) constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided , however , that upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing;

(ix) Indebtedness arising from agreements of the Company Borrower or a Restricted Subsidiary of the Company Borrower providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, Incurred in connection with the acquisition or disposition of any business, assets or a Subsidiary of the Company Borrower in accordance with the terms of this Agreement, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(x) shares of Preferred Stock of a Restricted Subsidiary issued to the Company Borrower or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock;

(xi) Indebtedness or Disqualified Stock of (a) a Restricted Subsidiary to the Company Borrower or (b) the Company Borrower or any Restricted Subsidiary to any Restricted Subsidiary; provided that if the Company Borrower or a Guarantor Incurs such Indebtedness or issues such Disqualified Stock to a Restricted Subsidiary that is not the Company Borrower or a Guarantor such Indebtedness or Disqualified Stock, as applicable, is subordinated in right of payment to the Loans or the Guarantee of such Guarantor, as the case may be and is permitted pursuant to Section 6.2 ; provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary lending such Indebtedness or

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Disqualified Stock, as applicable, ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock, as applicable, (except to the Company Borrower or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness or Disqualified Stock, as applicable;

(xiv) Indebtedness, Disqualified Stock or Preferred Stock in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xiv), does not exceed the greater of $50,000,000 and 2.15% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding;

(xv) any guarantee by Holdings or any of its Restricted Subsidiaries of Indebtedness or other obligations of Holdings or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness or other obligations by Holdings or such Restricted Subsidiary is permitted under the terms of this Agreement; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Loans or the Guarantee of any Guarantor, any such guarantee of Holdings or such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Guarantee of Holdings or such Restricted Subsidiary substantially to the same extent as such Indebtedness is subordinated to the Loans or the Guarantee of Holdings or such Restricted Subsidiary, as applicable;

(xvi) any Indebtedness Incurred pursuant to Sale Leaseback Transactions;

(xvii) the Incurrence by the Company Borrower or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Company Borrower that serves to refund, Refinance, replace or defease any Indebtedness, Disqualified Stock or Preferred Stock Incurred as permitted under clause (a) of this Section 6.1 and clauses (b)(ii), (b)(iii), (b)(vi), (b)(vii), (b)(xiv), (b)(xvii), (b)(xx), (b)(xxii), (b)(xxiii), (b)(xxix), (b)(xxx) and (x)(xxxi) of this Section 6.1 or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or Refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, fees and expenses, including any premium and defeasance costs in connection therewith (subject to the following proviso, “ Refinancing Indebtedness ”) prior to its respective maturity; provided , however , that such Refinancing Indebtedness:

(A) ~~(1)~~ has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, being refunded or Refinanced;

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(B) ~~(2)~~ has a stated maturity which is no earlier than the stated maturity of the Indebtedness being refunded or refinanced;

(C) ~~(3)~~ to the extent such Refinancing Indebtedness Refinances (x) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness, or (y) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock;

(D) ~~(4)~~ is Incurred in an aggregate principal amount (or if issued with original issue discount an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced plus (y) the amount necessary to pay accrued and unpaid interest, fees and expenses, including any premium and defeasance costs Incurred in connection with such Refinancing; and

(E) ~~(5)~~ shall not include (x) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary that is not a Guarantor that Refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower; (y) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary that is not a Guarantor that Refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or (z) Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or a Restricted Subsidiary that Refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

(xviii) Indebtedness arising from (x) Cash Management Services and (y) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that, in the case of this (y), such Indebtedness is extinguished within ten Business Days of its Incurrence;

(xix) Indebtedness of the Company Borrower or any Restricted Subsidiary of the Company Borrower supported by a letter of credit or bank guarantee issued pursuant to this Agreement, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(xx) Contribution Indebtedness;

(xxi) Indebtedness of the Company Borrower or any Restricted Subsidiary of the Company Borrower consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements;

(xxii) Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or any Restricted Subsidiary Incurred to finance an acquisition or (ii) Acquired Indebtedness of the Company Borrower or any Restricted Subsidiary in an aggregate principal amount that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xxii), does not exceed $10,000,000 at any one time outstanding;

(xxiii) Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower or any of its Restricted Subsidiaries Incurred to finance an acquisition or (y) Acquired Indebtedness of the Company Borrower or any of its Restricted Subsidiaries; provided that, in either case, after giving effect to the transactions that result in the Incurrence or issuance thereof, on a pro forma basis, (1) either (a) the Company Borrower would be permitted to Incur at least $1.00

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of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (a) of this Section 6.1 or (b) the Fixed Charge Coverage Ratio of the Company Borrower and its Restricted Subsidiaries would not be less than immediately prior to such transactions and (2) the aggregate principal amount of Indebtedness Incurred or assumed by Restricted Subsidiaries which are Non-Guarantor Subsidiaries under this clause (xxiii) shall not exceed the greater of $10,000,000 and 0.45% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding:

(xxiv) [Reserved];

(xxv) Guarantees (A) Incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (B) otherwise constituting Investments permitted under this Agreement;

(xxvi) Indebtedness issued by the Company Borrower or any of its Restricted Subsidiaries to current or former employees, directors, managers and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company Borrower or any direct or indirect parent company of the Company Borrower to the extent described in Section 6.2(b)(iv) ;

(xxvii) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of business of the Company Borrower and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company Borrower and its Restricted Subsidiaries;

(xxviii) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(xxix) Indebtedness Incurred by Restricted Subsidiaries that are Non-Guarantor Subsidiaries in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xxix), does not exceed the greater of $25,000,000 and 1.10% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding;

(xxx) Indebtedness Incurred by Foreign Subsidiaries in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xxx), does not exceed the greater of $50,000,000 and 2.15% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding; and

(xxxi) Indebtedness Incurred by joint ventures of the Company Borrower or any of its Restricted Subsidiaries in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xxxi), does not exceed the greater of $10,000,000 and 0.45% of Total Assets (at the time such Indebtedness is Incurred) at any one time outstanding ~~; and~~

~~(xxxii)~~ ~~Indebtedness in respect of any Tower LLC Loan~~ .

(c) For purposes of determining compliance with this Section 6.1, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of

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more than one of the categories of Permitted Debt (including clause (a) of this Section 6.1), the Company Borrower shall, in its sole discretion, at the time of Incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 6.1; provided, that, Indebtedness incurred under clauses (b)(i) or (b)(ii) of this Section 6.1 shall be deemed for all purposes of this Agreement to have been incurred under such clauses or subclauses and shall not be reclassified. With respect to clause (vii), (xiv), (xxix), (xxx), and (xxxi) of this Section 6.1, if at any time that the Company Borrower would be entitled to have incurred any then-outstanding item of Indebtedness under clause (a) of this Section 6.1, such item of Indebtedness shall be automatically reclassified into an item of Indebtedness incurred pursuant to clause (a) of this Section 6.1. The Company Borrower will also be entitled to divide, classify or reclassify an item of Indebtedness in more than one of the types of Permitted Debt described in clauses (a) and (b) of this Section 6.1 without giving pro forma effect to the Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) Incurred pursuant to clause (b) of this Section 6.1 when calculating the amount of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) that may be Incurred pursuant to clause (a) of this Section 6.1. For the avoidance of doubt, Indebtedness Incurred under any subclause of clause (a)(i) of Section 2.19 or any subclause of clause (b)(vi) of this Section 6.1 shall be deemed to have been Incurred solely pursuant to such specific subclause and shall not be permitted to be reclassified as Indebtedness Incurred under the other subclause of such Section 2.19(a) or 6.1(b)(vi), as applicable. For purposes of determining compliance with this Section 6.1, with respect to Indebtedness Incurred, re-borrowings of amounts previously repaid pursuant to “cash sweep” provisions or any similar provisions that provide that Indebtedness is deemed to be repaid daily (or otherwise periodically) shall only be deemed for purposes of this Section 6.1 to have been Incurred on the date such Indebtedness was first Incurred and not on the date of any subsequent re-borrowing thereof. Accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 6.1. For the avoidance of doubt, the outstanding principal amount of any particular Indebtedness shall be counted only once. Indebtedness in respect of any Tower LLC Loan shall not be included in calculating the amount of Indebtedness of the Company Borrower and its Restricted Subsidiaries outstanding at any time, and guarantees Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness, provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 6.1.

(d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to Refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced.

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6.2 Limitation on Restricted Payments .

(a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i) pay any dividend or make any distribution on account of the Company Borrower’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger or consolidation involving the Company Borrower (other than dividends, payments or distributions (A) payable solely in Equity Interests (other than Disqualified Stock) of the Company Borrower or to the Company Borrower and its Restricted Subsidiaries; or (B) by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(ii) purchase or otherwise acquire or retire for value any Equity Interests of the Company Borrower or any other direct or indirect parent of the Company Borrower;

(iv) make any Restricted Investment;

(all such payments and other actions set forth in clauses (i) through (iv) above, other than any of the exceptions thereto, being collectively referred to as “ Restricted Payments ”), unless, at the time of such Restricted Payment:

(F) ~~(1)~~ no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(G) ~~(2)~~ in the case of Restricted Payments described in Sections 6.2(a)(i), (ii) and (iii) above, immediately after giving effect to such transaction on a pro forma basis, the Company Borrower could Incur $1.00 of additional Indebtedness under Section 6.1(a) ; and

(H) ~~(3)~~ such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company Borrower and its Restricted Subsidiaries after the Closing Date (including Restricted Payments permitted by clauses (b)(i), (b)(ii) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (B) thereof only), (b)(vi)(C), (b)(viii) and (b)(xvi) of this Section 6.2, but excluding all other Restricted Payments permitted by clause (b) of this Section 6.2), is less than the sum of, without duplication,

(A) 50% of the Consolidated Net Income of the Company Borrower for the period (taken as one accounting period) from June 30, 2014 to the end of the Company Borrower’s most recently ended fiscal quarter for which internal

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financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(B) 100% of the aggregate net proceeds, including cash and the Fair Market Value of assets other than cash, received by the Company Borrower after the Closing Date from the issue or sale of Equity Interests of the Company Borrower or any direct or indirect parent of the Company Borrower (excluding (without duplication) Refunding Capital Stock (as defined below), Designated Preferred Stock, Cash Contribution Amount, Excluded Contributions and Disqualified Stock), including Equity Interests issued upon conversion of Indebtedness or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Company Borrower or an employee stock ownership plan or trust established by the Company Borrower or any of its Subsidiaries), plus

(C) 100% of the aggregate amount of contributions to the capital of the Company Borrower received in cash and the Fair Market Value of property other than cash after the Closing Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock and Disqualified Stock and the Cash Contribution Amount), plus

(D) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, of the Company Borrower or any Restricted Subsidiary thereof issued after the Closing Date (other than Indebtedness or Disqualified Stock issued to the Company Borrower or another Restricted Subsidiary) that has been converted into or exchanged for Equity Interests in the Company Borrower or any direct or indirect parent of the Company Borrower (other than Disqualified Stock), plus

(E) 100% of the aggregate amount received by the Company Borrower or any Restricted Subsidiary in cash and the Fair Market Value of property other than cash received by the Company Borrower or any Restricted Subsidiary from:

(I)

the sale or other disposition (other than to the Company Borrower or a Restricted Subsidiary) of Restricted Investments made by the Company Borrower and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Company Borrower and its Restricted Subsidiaries by any Person (other than the Company Borrower or any of its Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clauses (b)(vii) or (b)(x) of this Section 6.2),

(II)

the sale (other than to the Company Borrower or a Restricted Subsidiary of the Company Borrower) of the Capital Stock of an Unrestricted Subsidiary, or

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(III)

any distribution or dividend from an Unrestricted Subsidiary (to the extent such distribution or dividend is not already included in the calculation of Consolidated Net Income); plus

(F) in the event any Unrestricted Subsidiary of the Company Borrower has been redesignated as a Restricted Subsidiary or has been merged or consolidated with or into, or transfers or conveys its assets to, or is liquidated into, the Company Borrower or a Restricted Subsidiary of the Company Borrower, in each case after the Closing Date, the Fair Market Value (as determined in accordance with the next succeeding sentence) of the Investment of the Company Borrower in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clauses (b)(vii) or (b)(x) of this Section 6.2 or constituted a Permitted Investment); plus

(G) $25,000,000.

(b) The provisions of Section 6.2(a) will not prohibit:

(ii) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests (“ Retired Capital Stock ”) of the Company Borrower or any direct or indirect parent of the Company Borrower or any Restricted Subsidiary or Subordinated Indebtedness of the Company Borrower or any Restricted Subsidiary, in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Company Borrower or any direct or indirect parent of the Company Borrower to the extent the proceeds therefrom are contributed to the Company Borrower or contributions to the equity capital of the Company Borrower (other than any Disqualified Stock or any Equity Interests sold to the Company Borrower or any Subsidiary of the Company Borrower or to an employee stock ownership plan or any trust established by the Company Borrower or any of its Subsidiaries) (collectively, including any such contributions, “ Refunding Capital Stock ”); (B) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (vi) of this Section 6.2(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, defease, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Company Borrower) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Retired Capital Stock immediately prior to such retirement; and (C) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company Borrower or to an employee stock ownership plan or any trust established by the Company Borrower or any of its Subsidiaries) of Refunding Capital Stock;

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(iii) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Company Borrower or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company Borrower or a Restricted Subsidiary that is Incurred in accordance with Section 6.1 so long as:

(A) the principal amount of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value ( plus accrued and unpaid interest, fees and expenses, including any premium and defeasance costs, required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired plus any fees and expenses Incurred in connection therewith, including reasonable tender premiums);

(B) such Indebtedness is subordinated to the Facilities or the related Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

(C) such Indebtedness has a final scheduled maturity no earlier than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired; and

(D) such Indebtedness has a Weighted Average Life to Maturity that is not less than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired;

(iv) the purchase, retirement, redemption or other acquisition (or dividends to the Company Borrower or any other direct or indirect parent of the Company Borrower to finance any such purchase, retirement, redemption or other acquisition) for value of Equity Interests of the Company Borrower or any other direct or indirect parent of the Company Borrower held by any future, present or former employee, director or consultant of the Company Borrower or any direct or indirect parent of the Company Borrower or any Subsidiary of the Company Borrower or their estates or the beneficiaries of such estates pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other similar agreement or arrangement; provided , however , that the aggregate amounts paid under this clause (iv) do not exceed $10,000,000 in any calendar year, which shall increase to $15,000,000 subsequent to the consummation of an underwritten public Equity Offering by the Company Borrower or any direct or indirect parent (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $15,000,000 in any calendar year, which shall increase to $25,000,000 subsequent to the consummation of an underwritten public Equity Offering by the Company Borrower or any direct or indirect parent); provided, further , however , that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds received by the Company Borrower or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Company Borrower or any other direct or indirect parent of the

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Company Borrower (to the extent contributed to the Company Borrower) to members of management, directors or consultants of the Company Borrower and its Restricted Subsidiaries or the Company Borrower or any other direct or indirect parent of the Company Borrower that occurs after the Closing Date ( provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (a)(iii) of this Section 6.2); plus

(B) the cash proceeds of key man life insurance policies received by the Company Borrower or any direct or indirect parent of the Company Borrower (to the extent contributed to the Company Borrower) and its Restricted Subsidiaries after the Closing Date;

provided that the Company Borrower may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year); in addition, cancellation of Indebtedness owing to the Company Borrower from any current or former officer, director or employee (or any permitted transferees thereof) of the Company Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent company thereof), in connection with a repurchase of Equity Interests of the Company Borrower from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section 6.2 or any other provisions of this Agreement;

(v) the payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company Borrower or any of its Restricted Subsidiaries and any Preferred Stock of any Restricted Subsidiaries issued or Incurred in accordance with Section 6.1 ;

(vi) the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Closing Date, (B) the payment of dividends to any direct or indirect parent of the Company Borrower, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of the Company Borrower issued after the Closing Date; and (C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (b)(ii) of this Section 6.2; provided , however , that (x) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Fixed Charge Coverage Ratio of the Company Borrower and its Restricted Subsidiaries would have been at least 2.00 to 1.00 and (y) the aggregate amount of dividends declared and paid pursuant to this clause (vi) does not exceed the net cash proceeds actually received by the Company Borrower from any such sale of Designated Preferred Stock (other than Disqualified Stock issued after the Closing Date);

(vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value (being measured at the time such Investment is made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed the greater of $10,000,000 and 0.45% of Total Assets (at the time such Investment is made) at any one time outstanding;

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(viii) the payment of dividends on the Company Borrower’s common stock (or the payment of dividends to any direct or indirect parent of the Company Borrower to fund the payment by any direct or indirect parent of the Company Borrower of dividends on such entity’s common stock) of up to 6.0% per annum of the net proceeds received by the Company Borrower from any public offering of common stock or contributed to the Company Borrower or any other direct or indirect parent of the Company Borrower from any public offering of common stock;

(ix) Restricted Payments that are made with Excluded Contributions;

(x) other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (x) subsequent to the Amendment No. 1 Effective Date, not to exceed the greater of $50,000,000 and 2.15% of Total Assets (at the time such Restricted Payment is made);

(xi) the distribution, as a dividend or otherwise, of shares of Capital Stock or other securities of, or Indebtedness owed to, the Company Borrower or a Restricted Subsidiary of the Company Borrower by, Unrestricted Subsidiaries;

(xii) the payment of any dividends or other distributions to any direct or indirect parent of the Company Borrower or a Restricted Subsidiary in amounts required for such parent to pay U.S. federal, state, foreign and/or local income taxes (as the case may be) imposed on a consolidated, combined, unitary or similar basis, to the extent such income taxes are attributable to the income of the Company Borrower or such Restricted Subsidiary (and, to the extent of the amounts actually received by the Company Borrower or a Restricted Subsidiary from an Unrestricted Subsidiary, amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiary paid to the Company Borrower or a Restricted Subsidiary), as the case may be; provided that in each case the amount of such payments in respect of any tax year does not exceed the amount that the Company Borrower or Restricted Subsidiary, as the case may be, would have been required to pay in respect of U.S., federal, state, foreign and local taxes (as the case may be) for such year had the Company Borrower or such Restricted Subsidiary paid such taxes as a stand-alone taxpayer (or stand-alone group) (reduced by any such taxes paid directly by the Company Borrower or such Restricted Subsidiary);

(xiii) the payment of dividends, other distributions or other amounts to, or the making of loans to any direct or indirect parent, in the amount required for such entity to, if applicable:

(A) pay amounts equal to the amounts required for any direct or indirect parent of the Company Borrower to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of the Company Borrower or any direct or indirect parent of the Company Borrower, if applicable, and general corporate operating and overhead expenses of any direct or indirect parent of the Company Borrower, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Company Borrower, if applicable, and its Subsidiaries;

(B) pay, if applicable, amounts equal to amounts required for any direct or indirect parent of the Company Borrower, if applicable, to pay interest

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and/or principal on Indebtedness the proceeds of which have been contributed to the Company Borrower or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, the Company Borrower or any of its Restricted Subsidiaries Incurred in accordance with Section 6.1 ;

(C) pay fees and expenses Incurred by any direct or indirect parent, other than to Affiliates of the Company Borrower, related to any equity or debt offering of such parent; and

(xiv) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (B) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award;

(xv) ~~the payment, prepayment, purchase, redemption, defeasance or other acquisition or retirement for value of any Tower LLC Loan to the extent permitted under the Tower Borrower Documents;~~ [reserved];

(xvi) the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of the Company Borrower and its Restricted Subsidiaries in connection with a change of control or an Asset Sale that is permitted under Section 6.4 and the other terms of this Agreement; provided that, prior to such payment, purchase, redemption, defeasance or other acquisition or retirement for value, the Company Borrower (or a third party to the extent permitted by this Agreement) has applied such amounts in accordance with Section 2.6 as a result of such change of control or Asset Sale, as the case may be;

(xviii) the Amendment No. 1 Distribution and any Additional Amendment No. 1 Distributions;

(xix) the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon exercise or conversion of securities exercisable or convertible into Equity Interests of the Company Borrower;

(xx) payments or distributions, in the nature of satisfaction of dissenters’ rights, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of this Agreement applicable to mergers, consolidations and transfers of all or substantially all the property and assets of the Company Borrower;

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(xxi) Restricted Payments; provided , that the Total Net Leverage Ratio, on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b) , as the case may be, have been or were required to have been delivered, does not exceed 3.25 to 1.00;

(xxii) Restricted Payments that are made with proceeds of Specified Dispositions; ~~and~~

(xxiii) Restricted Payments made to fund any distributions in respect of any employee stock ownership plan;

(xxiv) the Amendment No. 2 Distribution; and

(xxv) Restricted Payments made to fund obligations of Holdings under the Tax Receivable Agreement;

provided , however , that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (b)(vii), (b)(viii), (b)(x), (b)(xi), and (b)(xxi) of this Section 6.2, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) For purposes of this Section 6.2, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Company Borrower may divide and classify such Investment or Restricted Payment in any manner that complies with this Section 6.2 and may later divide and reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

6.3 Dividend and Other Payment Restrictions Affecting Subsidiaries . The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:

(a) pay dividends or make any other distributions to the Company Borrower or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries;

(b) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or

(c) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries;

except in each case for such encumbrances or restrictions existing under or by reason of:

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(I) ~~(1)~~ contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, the ABL Documents, Hedging Obligations and the other documents relating to the Transactions;

(J) ~~(2)~~ this Agreement, the Loan Documents, the ABL Documents and, in each case, any guarantees thereof;

(K) ~~(3)~~ applicable law or any applicable rule, regulation or order;

(L) ~~(4)~~ any agreement or other instrument of a Person acquired by the Company Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into the Company Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;

(M) ~~(5)~~ contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;

(N) ~~(6)~~ Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.6 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(O) ~~(7)~~ restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(P) ~~(8)~~ customary and usual provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;

(Q) ~~(9)~~ purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 6.3 on the property so acquired;

(R) ~~(10)~~ customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 6.3 on the property subject to such lease, license, contract or agreement;

(S) ~~(11)~~ [Reserved];

(T) ~~(12)~~ other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company Borrower that is Incurred subsequent to the Closing Date pursuant to Section 6.1 ; provided that either (A) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Company Borrower in good faith) or (B) such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those, in the case of encumbrances, outstanding on the Closing Date, and in the case of restrictions, contained in this Agreement;

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(U) ~~(13)~~ any Restricted Investment not prohibited by Section 6.2 and any Permitted Investment;

(V) ~~(14)~~ arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company Borrower or any Restricted Subsidiary thereof in any manner material to the Company Borrower or any Restricted Subsidiary thereof;

(W) ~~(15)~~ existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced;

(X) ~~(16)~~ restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;

(Y) ~~(17)~~ any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 6.3 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company Borrower, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this Section 6.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company Borrower or a Restricted Subsidiary of the Company Borrower to other Indebtedness Incurred by the Company Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

6.4 Asset Sales . The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless:

(a) the Company Borrower or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Company Borrower) of the Equity Interests issued or assets sold or otherwise disposed of;

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(b) immediately before and after giving effect to such Asset Sale, no Event of Default has occurred and is continuing or would result therefrom; and

(c) except in the case of a Permitted Asset Swap, at least 75.0% of the consideration therefore received by the Company Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(i) any liabilities (as shown on the Company Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto or, if incurred, increased or decreased subsequent to the date of such balance sheet, such liabilities that would have been reflected in the Company Borrower’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence, increase or decrease had taken place on the date of such balance sheet, as reasonably determined in good faith by the Company Borrower) of the Company Borrower or any Restricted Subsidiary of the Company Borrower (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee (or a third party on behalf of the transferee) of any such assets or Equity Interests pursuant to an agreement that releases or indemnifies the Company Borrower or such Restricted Subsidiary (or a third party on behalf of the transferee), as the case may be, from further liability;

(ii) any notes or other obligations or other securities or assets received by the Company Borrower or such Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received);

(iii) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (being measured at the time received and without giving effect to subsequent changes in value), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $20,000,000 and 0.90% of Total Assets (at the time of the receipt of such Designated Non- ~~cash~~ Cash Consideration);

(iv) Indebtedness of any Restricted Subsidiary of the Company Borrower that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Company Borrower and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such Asset Sale; and

(v) consideration consisting of Indebtedness of the Company Borrower or any Guarantor received from Persons who are not the Company Borrower or a Restricted Subsidiary,

shall each be deemed to be Cash Equivalents for the purposes of this Section 6.4;

After the Company Borrower’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale pursuant to clause (c) above, the Company Borrower or such Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale if and to the extent required by Section 2.6(c) .

6.5 Transactions with Affiliates .

(a) The Company Borrower shall not, and shall not permit any Restricted Subsidiaries of the Company Borrower to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into

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or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company Borrower (each of the foregoing, an “ Affiliate Transaction ”) involving aggregate consideration in excess of $10,000,000, unless such Affiliate Transaction is on terms that are not materially less favorable to the Company Borrower or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Company Borrower or such Restricted Subsidiary with an unrelated Person.

(b) The foregoing provisions will not apply to the following:

(i) transactions between or among (x) Holdings and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (y) Holdings and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction), ~~the Tower Borrower and/or the Tower LLC~~ and (B) any merger or consolidation of the Company Borrower or any direct parent company of the Company Borrower, provided that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company Borrower and such merger or consolidation is otherwise in compliance with the terms of this Agreement and effected for a bona fide business purpose;

(ii) Restricted Payments permitted by Section 6.2 (including any payments that are exceptions to the definition of Restricted Payments set forth in Section 6.2(a)(i) through (iv) ) and (B) Permitted Investments;

(iii) transactions pursuant to compensatory, benefit and incentive plans and agreements with officers, directors, managers or employees of the Company Borrower or any of its Restricted Subsidiaries approved by a majority of the Board of Directors of the Company Borrower in good faith;

(iv) the payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, former, current or future officers, directors, managers, employees or consultants of the Company Borrower or any Restricted Subsidiary or any direct or indirect parent of the Company Borrower;

(v) transactions in which the Company Borrower or any of the Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Company Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a)(i) of this Section 6.5;

(vii) any agreement, instrument or arrangement as in effect as of the Closing Date or any transaction contemplated thereby, or any amendment thereto (so long as any such amendment is not disadvantageous to Lenders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Closing Date as reasonably determined by the Company Borrower in good faith);

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(viii) the existence of, or the performance by the Company Borrower or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date, and any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided , however , that the existence of, or the performance by the Company Borrower or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Closing Date shall only be permitted by this clause (viii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the Lenders in any material respect than the original transaction, agreement or arrangement as in effect on the Closing Date;

(ix) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to the Company Borrower and the Restricted Subsidiaries of the Company Borrower in the reasonable determination of the Company Borrower, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(x) ~~the Tower Transaction, (x) the Tower Borrower Release, (y)~~ the Transactions ~~and~~ , ( z x ) the Amendment No. 1 Transactions and (y) the Amendment No. 2 Transactions and, in each case transactions reasonably related thereto;

(xi) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Company Borrower;

(xii) the payment of annual management, consulting, monitoring and advisory fees to the Sponsor pursuant to the Management Agreement to the Sponsor in an aggregate amount in any fiscal year not to exceed $5,000,000, plus all out-of-pocket reasonable expenses Incurred by the Sponsor or any of its Affiliates in connection with the performance of management, consulting, monitoring, advisory or other services with respect to the Company Borrower and its Restricted Subsidiaries, plus any applicable termination fee paid pursuant to such Management Agreement;

(xiii) payments by the Company Borrower or any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are (x) made pursuant to agreements with the Sponsor as in effect on the Closing Date or (y) approved by a majority of the Board of Directors of the Company Borrower or any direct or indirect parent of the Company Borrower in good faith;

(xiv) any contribution to the capital of the Company Borrower or any Restricted Subsidiary;

(xv) transactions permitted by, and complying with, the provisions of Section 6.7 ;

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(xvi) transactions between the Company Borrower or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Company Borrower or any direct or indirect parent of the Company Borrower; provided , however , that such director abstains from voting as a director of the Company Borrower or such direct or indirect parent of the Company Borrower, as the case may be, on any matter involving such other Person;

(xvii) pledges of Equity Interests of Unrestricted Subsidiaries;

(xviii) any employment agreements, option plans and other similar arrangements entered into by the Company Borrower or any of its Restricted Subsidiaries with employees or consultants in the ordinary course of business;

(xix) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company Borrower or any direct or indirect parent of the Company Borrower or of a Restricted Subsidiary of the Company Borrower, as appropriate, in good faith;

(xx) the entering into of any tax sharing agreement or arrangement or the Tax Receivable Agreement and any payments permitted by Section 6.2(b)(xii) and Section 6.2(b)(xxv) ;

(xxi) any transaction involving aggregate consideration of less than $20,000,000 so long as any such transaction is approved by the Board of Directors of Holdings or its Restricted Subsidiaries, as applicable;

(xxii) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Company Borrower or any of its Restricted Subsidiaries with current, former or future officers and employees of the Company Borrower or any of its ~~respective~~ Restricted Subsidiaries and the payment of compensation to officers and employees of the Company Borrower or any of its ~~respective~~ Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;

(xxiii) transactions with a Person that is an Affiliate of the Company Borrower solely because the Company Borrower, directly or indirectly, owns Equity Interests in, or controls, such Person entered into in the ordinary course of business;

(xxiv) transactions listed on Schedule 6.5 ;

(xxv) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company Borrower or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

(xxvi) any agreement that provides customary registration rights to the equity holders of the Company Borrower or any direct or indirect parent of the Company Borrower and the performance of such agreements;

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(xxvii) payments to and from and transactions with any joint venture in the ordinary course of business; provided such joint venture is not controlled by an Affiliate (other than a Restricted Subsidiary) of the Company Borrower; and

(xxviii) transactions between any Group Member and any Person that is an Affiliate thereof solely due to the fact that a director of such Person is also a director of Holdings or any direct or indirect parent of Holdings; provided , however , that such director abstains from voting as a director of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person.

6.6 Liens . The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or Incur any Lien (other than Permitted Liens) that secures obligations under any Indebtedness on any asset or property of the Company Borrower or any Guarantor.

6.7 Merger, Consolidation or Sale of All or Substantially All Assets . The Company Borrower shall not consolidate or merge with or into or wind up into (whether or not the Company Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

(a) the Company Borrower is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Company Borrower or such Person, as the case may be, being herein called the “ Successor Company ”) and, if such entity is not a corporation, a co-obligor of the Obligations is a corporation organized or existing under such laws;

(b) the Successor Company (if other than the Company Borrower) expressly assumes all the obligations of such Company under this Agreement and the other Loan Documents to which it is a party;

(c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing;

(d) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either:

(i) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.1(a) ; or

(ii) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would not be less than such ratio for the Company Borrower and its Restricted Subsidiaries immediately prior to such transaction;

(e) if the Successor Company is an entity other than the Company Borrower, each Guarantor (unless it is the other party to the transactions described above) shall have by a Guarantor Joinder Agreement confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement and the other Loan Documents; and

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(f) the Company Borrower shall have delivered to the Administrative Agent an Officer’s Certificate and an opinion of counsel (which may be subject to customary assumptions and exclusions) stating that such consolidation, merger or transfer complies with this Agreement and the other Loan Documents.

The Successor Company (if other than the Company Borrower) will succeed to, and be substituted for, the Company Borrower under this Agreement and in such event the Company Borrower will automatically be released and discharged from its obligations under this Agreement and the other Loan Documents. Notwithstanding clauses (c) and (d) of this Section 6.7, (A) the Company Borrower may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or part of its properties and assets to any Restricted Subsidiary and (B) the Company Borrower may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company Borrower in another state of the United States, the District of Columbia or any territory of the United States.

No Guarantor will, and the Company Borrower will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or substantially all of its properties or assets in one or more related transactions to, any Person (herein called the “ Successor Guarantor ”) unless (i) the surviving company (or company to which such assets are transferred) in such liquidation, merger, sale, transfer or other disposition is the Company Borrower or a Guarantor; or (ii):

(Z) ~~(1)~~ such sale or disposition or consolidation or merger is not in violation of Section 6.4 ;

(AA) ~~(2)~~ immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing;

(BB) ~~(3)~~ the Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Administrative Agent an Officer’s Certificate stating and an opinion of counsel (which may be subject to customary assumptions and exclusions) that such consolidation, merger or transfer complies with this Agreement; and

(CC) ~~(4)~~ the Successor Guarantor expressly assumes all the obligations of such Guarantor under this Agreement and the other Loan Documents, pursuant to a Guarantor Joinder Agreement.

The Successor Guarantor will succeed to, and be substituted for, such Guarantor under this Agreement and such Guarantor’s Guarantee, and such Guarantor will automatically be released and discharged from its obligations under this Agreement and such Guarantor’s Guarantee. Notwithstanding the foregoing, (x) a Guarantor may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Guarantor is not increased thereby, (y) a Guarantor may merge or consolidate with or transfer all or part of its properties or assets to another Guarantor or the Company Borrower and (z) a Guarantor may convert into

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a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or any of the jurisdictions set forth in clause (x) of this sentence.

6.8 [Reserved] .

6.9 Changes in Fiscal Year . The Company Borrower shall not permit the fiscal year of the Company Borrower to end on a day other than December 31.

6.10 Negative Pledge Clauses . The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements evidencing or governing any purchase money Liens or Capitalized Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business, (d) any agreement in effect at the time any Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary (or the assets of a Restricted Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries or Non-Guarantor Subsidiaries permitted under Section 6.2 ; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries or Non-Guarantor Subsidiaries, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements and (i) customary restrictions and conditions contained in agreements relating to Sale Leaseback Transactions.

6.11 Lines of Business . The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any business, either directly or through any Restricted Subsidiary, except for those businesses in which the Company Borrower and the Restricted Subsidiaries are engaged on the Closing Date or that are reasonably related, complementary or ancillary thereto and reasonable extensions thereof. Holdings shall not Incur any material Indebtedness or material liabilities, own any material assets or engage in any business or activity other than (i) the ownership of all outstanding Capital Stock in the Company Borrower, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies including the other Group Members or other Subsidiaries of Holdings, (iv) the performance of obligations under the Loan Documents to which it is a party, (v) making and receiving Restricted Payments and Investments to the extent permitted by Section 6.2 , (vi) Incurring and guaranteeing Indebtedness permitted to be Incurred or guaranteed by Holdings pursuant to Section 6.1 (excluding, for the avoidance of doubt, any Indebtedness that may only be incurred or guaranteed by the Company Borrower and its Restricted Subsidiaries), (vii) establishing and maintaining bank accounts and intellectual property rights, (viii) entering into employment agreements and other arrangements with officers and directors, (ix) performing its obligations with respect to the Transactions, (x) engaging in any public offering of its common stock or any other issuance or sale of its Equity Interests, (xi) providing indemnification to officers, managers and directors, (xii) engaging in any activities incidental to compliance with the provisions of the Securities Act and the Exchange Act and similar laws and regulations of other jurisdictions and the rules of securities

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exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debt-holders, (xiii) engaging in activities required to comply with applicable laws, (xiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xv) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings’ (or its direct or indirect parent’s) common stock and the continued existence of Holdings (or its direct or indirect parent) as a public company, (xvi) performing its obligations under any management agreement with any Permitted Investor, (xvii) guaranteeing ordinary course obligations incurred by any of its Restricted Subsidiaries, (xviii) obligations in respect of the convertible preferred securities of Holdings issued to the Sponsor and certain other investors ~~and (xix~~ , (xix) entering into and performing its obligations under the Tax Receivable Agreement and (xx ) engaging in any activities incidental to the foregoing.

6.12 Amendments to Organizational Documents . Holdings and the Company Borrower shall not, and shall not permit any Company Group Member to, terminate or agree to any amendment, supplement, or other modification of (pursuant to a waiver or otherwise), or waive any of its rights under, any Organizational Documents of any of the Company Group Members, if, in light of the then-existing circumstances, a Material Adverse Effect would be reasonably likely to exist or result after giving effect to such termination, amendment, supplement or other modification or waiver, except, in each case, as otherwise permitted by the Loan Documents.

~~SECTION 6.A NEGATIVE COVENANTS OF THE TOWER BORROWER~~

The Tower Borrower hereby agrees that, until (i) all Commitments have been terminated and the principal of and interest on each Loan and all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations for which no claim has been made) or (ii) the Tower Borrower Release has become effective pursuant to ~~Section 10.7~~ ~~, the Tower Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:~~

~~6.1.A ~~Indebtedness~~ . Incur any Indebtedness, except:~~

(a) (i) Indebtedness of the Tower Borrower (and Guarantee Obligations of any Tower Group Member in respect thereof) pursuant to any Loan Document or pursuant to ~~Section 6.1(a)~~ or Section ~~6.1(b)(iv)~~ , ~~(v)~~ , ~~(vi)~~ , ~~(xii)(1)~~ , ~~(xiv)~~ , ~~(xxi)~~ or ~~(xxiii)~~ , and refinancings thereof in accordance with ~~Section 6.1(b)(xvii)~~ and (ii) Guarantee Obligations of any Tower Group Member with respect to Indebtedness permitted to be incurred pursuant to the clauses of ~~Section 6.1(b)~~ expressly enumerated in clause (i) hereof;

~~(b)~~ ~~Indebtedness of (x)~~ ~~Tower LLC to the Tower Borrower and (y) Tower Borrower to Tower LLC;~~

~~(c) Indebtedness of the Tower Borrower and its Subsidiaries in respect of Swap Agreements permitted by ~~Section 6.10.A~~ ; and~~

~~(d)~~ ~~intercompany Indebtedness permitted pursuant to~~ ~~Section 6.1(b)(xi)~~ .

~~6.2.A~~ ~~Liens~~ . ~~Incur any Lien upon any of its property, whether now owned or hereafter acquired, except the following (herein referred to as the~~ “ ~~Tower Group Member Permitted Liens~~ ” ):

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~~(a)~~ ~~Liens for taxes not yet delinquent or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the~~ ~~Tower Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;~~

~~(b)~~ ~~Liens created pursuant to the Loan Documents;~~

~~(c) Liens on Indebtedness permitted by ~~Section 6.1.A(a)~~ ;~~

(d) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and

(e) bankers’ Liens, rights of setoff and similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Tower Group Member, in each case granted in the ordinary course of business in favor of the bank or banks which such accounts are maintained, securing amounts owing to such bank with respect to cash management or other account arrangements, including those involving pooled accounts and netting arrangements, provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness.

6.3.A ~~Fundamental Changes~~ . Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except in connection with the Tower Borrower Release.

6.4.A ~~Disposition of Property~~ . Dispose of any of its property, whether now owned or hereafter acquired, or issue or sell any shares of Capital Stock to any Person, other than (i) the issuance, sale or other Disposition of Capital Stock to (x) in the case of any Subsidiary of the Tower Borrower, a Tower Group Member and (y) in the case of the Tower Borrower, the Sponsor and its Affiliates so long as such Capital Stock is Qualified Equity Interests and (ii) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement and the other Loan Documents.

~~6.5.A ~~Restricted Payments~~ . Declare or pay any Restricted Payment, other than Restricted Payments or returns of capital paid to the Tower Borrower or Tower LLC.~~

~~6.6.A ~~Consolidated Capital Expenditures~~ . Make any Capital Expenditures.~~

~~6.7.A ~~Investments~~ . Make any Investments, except:~~

~~(a)~~

~~Investments in cash and Cash Equivalents;~~

~~(b)~~

~~Investments by Tower LLC in the Company Borrower in connection with the Tower LLC Loans;~~

~~(c)~~

~~Investments by the~~ ~~Tower Borrower in Tower LLC;~~

~~(d)~~

~~Investments in the ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;~~

~~(e)~~

~~intercompany Indebtedness permitted by~~ ~~Section 6.1.A.(d)~~ ~~; and~~

~~(f)~~

~~Investments permitted by~~ ~~Section 6.10.A~~ .

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~~6.8.A~~ ~~[Reserved]~~ .

6.9.A ~~Transactions with Affiliates~~ . Directly or indirectly, enter into or permit to exist any Affiliate Transaction, except (a) transactions between or among the Group Members (b) transactions that are on terms and conditions not less favorable to such Tower Group Member as would be obtainable by such Tower Group Member at the time in a comparable arm’s-length transaction from unrelated third parties that are not Affiliates, (c) any Restricted Payment permitted by ~~Section 6.5.A~~ , (d) any transaction permitted by ~~Section 6.1.A~~ , ~~Section 6.2.A(b)~~ , ~~Section 6.2.A(c)~~ , ~~Section 6.3.A~~ and ~~Section 6.7.A(b)~~ , (e) transactions relating to the Tower Borrower Release and (f) capital contributions made to the Tower Borrower, or by the Tower Borrower or any of its Subsidiaries to any Subsidiary of the Tower Borrower utilizing the proceeds (directly or indirectly) of a capital contribution to the Tower Borrower.

~~6.10.A~~ ~~Swap Agreements~~ . Enter into any Swap Agreement, except Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any actual or reasonably anticipated interest bearing liability or investment of the ~~Tower Borrower or the Tower LLC.~~

~~6.11.A~~ ~~Lines of Business~~ . Engage in any business or activity other than (i) the ownership of all outstanding Capital Stock in and Indebtedness of Tower LLC, (ii) maintaining its corporate existence, (iii) the performance of obligations under the Loan Documents to which it is a party, (iv) the Tower Transaction, (v) receiving payments and contributions and making payments, by way of distribution, dividend or otherwise, to any Person of any amount as permitted by this Agreement, (vi) with respect to the Tower Borrower only, participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies including the other Tower Group Members, (vii) Incurring and guaranteeing Indebtedness permitted under ~~Section 6.1.A~~ ~~and making Investments permitted by~~ ~~Section 6.7.A~~ ~~, (viii) establishing and maintaining bank accounts, (ix) entering into agreements with officers and directors, (x)~~ ~~performing its obligations~~ with respect to the Transactions, (xi) providing indemnification to officers, managers and directors, (xii) activities required to comply with applicable laws and (xiii) any activities incidental to the foregoing.

~~6.12.A~~ ~~Other Agreements~~ . ~~Enter into any contract or agreement other than in connection with, arising out of or reasonably related to the Tower Transaction, the Loan Documents and Swap Agreements permitted by~~ ~~Section 6.1.A(c)~~ ~~, a~~ ~~Tower Borrower Release and other loan documentation permitted by~~ ~~Section 6.1.A~~ .

~~6.13.A~~ ~~Amendments to Certain Agreements~~ . Terminate or agree to any amendment, supplement, or other modification of (pursuant to a waiver or otherwise), or waive any of its rights under (i) the Tower LLC Loan Agreement, (ii) the Withholding Tax Guarantee Agreement, (iii) the Tower LLC Subordination Agreement or (iv) any organizational documents of any of the Tower Group Members, if (x) such termination, amendment, supplement or other modification or waiver, in light of the then existing circumstances at the time such termination, amendment, supplement or other modification or waiver is entered into, taken as a whole, could reasonably be expected to be ~~materially adverse to the~~ Company Group Members, taken as a whole, or the Administrative Agent, any Lender or any other Secured Party or (y) a Material Adverse Effect would be reasonably likely to exist or result after giving effect to such termination, amendment, supplement or other modification.

SECTION 7 GUARANTEE

7.1 The Guarantee . (a) Each Tower Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment,

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declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to, and the Notes held by each Lender of, the Tower Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Tower Borrower, (iii) the Other Loans made to the Tower Borrower by any lender thereof and (2) all other Obligations from time to time owing to the Secured Parties by the Tower Borrower (such obligations under clauses (1) and (2) being herein collectively called the “ ~~Tower Guaranteed Obligations~~ ” ). Each Tower Guarantor hereby jointly and severally agrees that, if the Tower Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Tower Guaranteed Obligations, such Tower Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Tower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. [Reserved].

(b) Each Company Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Company Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Company Borrower, (iii) the Other Loans made by any lender thereof, and (iv) the Notes held by each Lender of the Company Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Company Borrower (such obligations under clauses (1) and (2) being herein collectively called the “ ~~~~Company Guaranteed Obligations~~ ” and, together with the Tower Guaranteed Obligations, the “~~ Guarantor Obligations ”). Each Company Guarantor hereby jointly and severally agrees that, if the Company Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the ~~Company Guaranteed~~ Guarantor Obligations, such Company Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the ~~Company Guaranteed~~ Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

7.2 Obligations Unconditional . The obligations of the Guarantors under Section 7.1 ~~, respectively~~ , shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of ~~(i) in the case of the Tower Guarantors, the Tower Guaranteed~~ the Guarantor Obligations of the ~~Tower~~ Company Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the ~~Tower Guaranteed~~ Guarantor Obligations , and (ii) in the case of the Company Guarantors, the Company Guaranteed Obligations of the Company Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Guaranteed Obligations, and, in each case, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety by any ~~Tower Guarantor or~~ Company Guarantor, as applicable (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above;

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(b) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guarantor Obligations shall be extended, or such performance or compliance shall be waived;

(c) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(d) the maturity of any of the Guarantor Obligations shall be accelerated, or any of the Guarantor Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guarantor Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(e) any Lien or security interest granted to, or in favor of, any Lender or the Administrative Agent as security for any of the Guarantor Obligations shall fail to be valid or perfected or entitled to the expected priority;

(f) the release of any other Guarantor pursuant to Section 7.9 , or otherwise; or

(g) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guarantor Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of ~~any~~ the Borrower or any Guarantor for the Guarantor Obligations, or of such Guarantor under the Guarantee or of any security interest granted by any Guarantor, whether in a proceeding under any Debtor Relief Law or in any other instance.

Each of the Guarantors hereby expressly waives diligence, presentment, demand of payment, marshaling, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against ~~the Tower Borrower or~~ the Company Borrower, as the case may be, under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guarantor Obligations. Each of the Guarantors ~~waive~~ waives any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guarantor Obligations and notice of or proof of reliance by any Secured Party upon the guarantee made under this Section 7 (this “ Guarantee ”) or acceptance of the Guarantee, and the Guarantor Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guarantee, and all dealings ~~between Tower Borrower and the Secured Parties and~~ between the Company Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee. The Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guarantor Obligations at any time or from time to time held by the Secured Parties and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the ~~Tower Borrower or the~~ Company Borrower or against any other person which may be or become liable in respect of all or any part of the Guarantor Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the applicable Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guarantor Obligations outstanding.

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7.3 Reinstatement . The obligations of the Guarantors under this Section 7 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of ~~the Tower Borrower,~~ the Company Borrower or any other Loan Party in respect of the Guarantor Obligations is rescinded or must be otherwise restored by any holder of any of the Guarantor Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

7.4 No Subrogation . Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guarantor Obligations (other than contingent indemnification obligations for which no claim has been made) and the expiration and termination of the Commitments under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its Guarantee, whether by subrogation, right of contribution or otherwise, against ~~the Tower Borrower or~~ the Company Borrower, as applicable, or any other Guarantor of any of the Guarantor Obligations or any security for any of the Guarantor Obligations.

7.5 Remedies . Each Guarantor jointly and severally agrees that, as between the Guarantors and the Lenders, the obligations of ~~each~~ the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8 ) for purposes of Section 7.1 , notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against ~~any~~ the Borrower or any Guarantor and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable, or the circumstances occurring where Section 8 provides that such obligations shall become due and payable), such obligations (whether or not due and payable by ~~the Tower Borrower and/or~~ the Company Borrower ~~, as applicable~~ ) shall forthwith become due and payable by the Guarantors for purposes of Section 7.1.

7.6 Instrument for the Payment of Money . Each Guarantor hereby acknowledges that the Guarantee constitutes an instrument for the payment of money, and consents and agrees that any Lender or the Administrative Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

7.7 Continuing Guarantee . The Guarantee made by the ~~Tower~~ Company Guarantors is a continuing guarantee of payment, and shall apply to all ~~Tower Guaranteed Obligations whenever arising and the Guarantee made by the Company Guarantors is a continuing guarantee of payment, and shall apply to all Company Guaranteed~~ Guarantor Obligations whenever arising.

7.8 General Limitation on Guarantor Obligations . In any action or proceeding involving any federal, state, provincial or territorial, corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.1 , then, notwithstanding any other provision to the contrary, the amount of such liability of such Guarantor shall, without any further action by such Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 7.10 ) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guarantor Obligations of each Guarantor in respect of the Guarantee at any time shall be limited to the maximum amount as will result in the Guarantor Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full

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effect to the liability under such Guarantee and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than its Guarantee will be deemed to be enforceable and payable after the Guarantee. To the fullest extent permitted by applicable law, this Section 7.8 shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

7.9 Release of Guarantors . ~~(i)~~ A Company Subsidiary Guarantor shall be automatically released from its obligations hereunder in the event that all the Capital Stock of such Company Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Party in a transaction permitted by this Agreement; provided that the Company Borrower shall have delivered to the Administrative Agent, at least five days, or such shorter period as the Administrative Agent may agree, prior to the date of the release, a written notice of such for release identifying the relevant Company Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, together with a certification by the Company Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents ~~and (ii) each of the Tower Group Members shall be released from its respective Guarantor Obligations upon the effectiveness of the Tower Borrower Release pursuant to ~~Section 10.7~~~~ . In connection with any such release of a Guarantor, the Administrative Agent shall execute and deliver to the Company Borrower, at the Company Borrower’s expense, all UCC termination statements and other documents that the Company Borrower shall reasonably request to evidence such release.

7.10 Right of Contribution . Each Company Subsidiary Guarantor ~~and each Tower LLC~~ hereby agrees that to the extent that ~~(a) a Company Subsidiary Guarantor~~ a Company Subsidiary Guarantor shall have paid more than ~~its proportionate share of~~ its proportionate share of any payment made hereunder, such Company Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Company Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment and (b) a Tower LLC shall have paid more than its proportionate share of any payment made hereunder, such Tower LLC shall be entitled to seek and receive contribution from and against any other Tower LLC hereunder which has not paid its proportionate share of such payment. Each Company Subsidiary Guarantor ’ ~~s and each Tower LLC~~ ’s right of contribution shall be subject to the terms and conditions of Section 7.4 . The provisions of this Section 7.10 shall in no respect limit the obligations and liabilities of any Company Subsidiary Guarantor ~~or Tower LLC~~ to the Administrative Agent and the other Secured Parties, and each Subsidiary Guarantor ~~and Tower LLC~~ shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such Company Subsidiary Guarantor ~~or Tower LLC, as applicable,~~ hereunder. Notwithstanding the foregoing, no Excluded ECP Guarantor shall have any obligations or liabilities to any Guarantor, the Administrative Agent or any other Secured Party with respect to Excluded Swap Obligations.

7.11 Keepwell . Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the Guarantee in respect of Swap Obligations; provided , however , that each Qualified ECP Guarantor shall only be liable under this Section 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under the Guarantee as it relates to such Loan Party voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until the termination and release of all Obligations in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.11 constitute, and this Section 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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SECTION 8 EVENTS OF DEFAULT

8.1 ~~Company Borrower~~ Events of Default . ~~A Company Borrower~~ An Event of Default shall occur if any of the following events shall occur and be continuing; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied ~~(any such event, a~~ “ ~~Company Borrower Event of Default~~ ” ) :

(a) the Company Borrower shall fail to make (x) any payment of principal of any Loan (other than any payment of principal required under Section 2.3(a)(i) ), (y) any payment of principal required under Section 2.3(a)(i) within one Business Day or (z) any payment of interest on any Loan or any other payment hereunder or under any other Loan Document within three Business Days, in each case after any such amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by any Company Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect (except where such representations and warranties are already qualified by materiality, in which case, in any respect) on or as of the date made or deemed made (or if any representation or warranty is expressly stated to have been made as of a specific date, inaccurate in any material respect as of such specific date); or

(c) any Company Loan Party shall default in the observance or performance of any agreement contained in Section 5.4(a)(i) (in respect of the Company Borrower), Section 5.7(a) or Section 6 of this Agreement; or

(d) any Company 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 paragraphs (a) through (c) of this Section 8.1), and such default shall continue unremedied for a period of 30 days after notice to the Company Borrower from the Administrative Agent or the Required Lenders; or

(e) any Company Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation in respect of Indebtedness, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to (x) cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable or (y) to cause, with the giving of notice if required, any Company Group Member to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; provided that a default, event or condition described in clause (i), (ii) or (iii) of this Section 8.1(e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this Section 8.1(e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $35,000,000; provided , further , that clause (iii) of this Section 8.1(e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary Disposition of the property or assets securing such Indebtedness, if such Disposition is permitted hereunder and such Indebtedness that becomes due is paid upon such Disposition; or

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(f) Holdings, the Company Borrower or any Significant Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings, the Company Borrower or any Significant Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the Company Borrower or any Significant Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Holdings, the Company Borrower or any Significant Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings, the Company Borrower or any Significant Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings, the Company Borrower or any Significant Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any Plan shall fail to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Company Group Member or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Company Group Member or any Commonly Controlled Entity shall, or is reasonably likely to, incur any liability in connection with a complete or partial withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan that could give rise to liability under Title IV of ERISA; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

(h) one or more judgments or decrees shall be entered against any Company Group Member involving in the aggregate a liability (not (x) paid or covered by insurance as to which the relevant insurance company has been notified of the claim and has not denied coverage or (y) covered by valid third party indemnification obligation from a third party which is Solvent) of $35,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(i) any of the Security Documents shall cease, for any reason, to be in full force and effect, other than pursuant to the terms hereof or thereof, or any Company Loan Party or any Affiliate of any Company Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except (A) to the extent that (x) any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Agreement or from the failure of the Administrative Agent to file UCC continuation statements (or similar

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statements or filings in other jurisdictions) and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has been notified and has not denied coverage and (y) the Company Loan Parties take such action as the Administrative Agent may reasonably request to remedy such loss of perfection or priority or (B) the fair market value of assets affected thereby does not exceed $1,500,000; or

(j) the Guarantee of Holdings or any Guarantor that is a Significant Subsidiary shall cease, for any reason, to be in full force and effect, other than as provided for in Sections 7.9 or 9.10 , or any Company Loan Party or any Affiliate of any Company Loan Party shall so assert; or

(k) a Change of Control shall occur.

~~8.2~~ ~~Tower Borrower Events of Default~~

8.2 . ~~A Tower Borrower Event of Default shall occur if any of the following events shall occur and be continuing;~~ ~~provided~~ ~~that any requirement for the giving of notice, the lapse of time, or both, has been satisfied (any such event, a~~ “ ~~Tower Borrower Event of Default~~ ” ): [Reserved].

~~(a)~~ ~~the Tower Borrower shall fail to make (x) any payment of principal of any Loan (other than any payment of principal required under~~ ~~Section 2.3(a)(i)~~ ~~), (y) any payment of principal required under~~ ~~Section 2.3(a)(i)~~ within one Business Day or (z) any payment of interest on any Loan or any other payment hereunder or under any other Loan Document within three Business Days, in each case after any such amount becomes due in accordance with the terms hereof; or

~~(b)~~ any representation or warranty made or deemed made by any Tower Group Member herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made (or if any representation or warranty is expressly stated to have been made as of a specific date, inaccurate in any material respect as of such specific date); or

~~(c)~~ ~~any Tower Group Member shall default in the observance or performance of any agreement contained in~~ ~~Section 2.6~~ ~~, clause (i) or (ii) of~~ ~~Section 5.3.A(a)~~ , ~~Section 5.5.A(a)~~ ~~, or~~ ~~Section 6.A~~ ~~of this Agreement; or~~

~~(d)~~ any Tower Group Member 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 paragraphs (a) through (c) of this Section 8.2), and such default shall continue unremedied for a period of 30 days after notice to the Tower Borrower from the Administrative Agent or the Required Lenders; or

~~(e)~~ any Tower Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation in respect of Indebtedness, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to (x) cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such

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Indebtedness constituting a Guarantee Obligation) to become payable or (y) to cause, with the giving of notice if required, any Tower Group Member to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; ~~provided~~ , that a default, event or condition described in clause (i), (ii) or (iii) of this Section 8.2(e) shall not at any time constitute an Tower Borrower Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this Section 8.2(e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $35,000,000; or

~~(f)~~ any Tower Group Member shall commence any case, proceeding or other action (a) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Tower Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Tower Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (a) results in the entry of an order for relief or any such adjudication or appointment or (b) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any Tower Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Tower Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Tower Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

~~(g)~~ ~~any Person shall engage in any~~ “ ~~prohibited transaction~~ ” ~~(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any~~ “ ~~accumulated funding deficiency~~ ” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Tower Group Member or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Tower Group Member or any Commonly Controlled Entity shall, or is reasonably likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

~~(h)~~ one or more judgments or decrees shall be entered against any Tower Group Member involving in the aggregate a liability (not (x) paid or covered by insurance as to which the relevant insurance company has been notified of the claim and has not denied coverage or (y) covered by valid third party indemnification obligation from a third party which is Solvent and which third party has been notified of the claim under such indemnification obligation and not disputed that it is liable for such claim; provided that notwithstanding the foregoing clauses (x) and (y), an Event of Default that would otherwise exist under this clause (h) but for such clauses (x) and (y) above shall exist in the event actions to enforce such judgments or decrees are commenced against any Group Member or any Group Member ’ ~~s assets of~~ ~~$50,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or~~

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~~(i)~~ any of the Security Documents shall cease, for any reason, to be in full force and effect, other than pursuant to the terms hereof and thereof, or any Tower Group Member or any Affiliate of any Tower Group Member shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except to the extent that (x) any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Agreement or from the failure of the Administrative Agent to file UCC continuation statements (or similar statements or filings in other jurisdictions) and except as to Collateral consisting of real property to the extent that such losses are covered by a lender ’ s title insurance policy and such insurer has been notified and has not denied coverage and (y) the Tower Group Members take such action as the Administrative Agent may request to remedy such loss of perfection or priority; or

~~(j)~~ ~~the Guarantee of any Tower Guarantor contained in~~ ~~Section 7~~ ~~shall cease, for any reason, to be in full force and effect, other than as provided for in~~ ~~Section 7.9~~ ~~, or any Tower Loan Party or any Affiliate of any Tower Group Members shall so assert; or~~

~~(k)~~ ~~a Change of Control shall occur; or~~

~~(l)~~ ~~a Company Borrower Event of Default shall occur.~~

8.3 Action in Event of Default . Upon any Event of Default specified in ~~(x)~~ clause (i) or (ii) of Section 8.1(f) ~~or (y) clause (i) or (ii) of ~~Section 8.2(f)~~~~ , the Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable and (b) if any other Event of Default under Section 8.1 or ~~Section 8.2~~ occurs, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by written notice to the Company Borrower, declare the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section 8.3 , presentment, demand, protest and all other notices of any kind are hereby expressly waived by the ~~Borrowers~~ Borrower .

8.4 Application of Proceeds . If an Event of Default shall have occurred and be continuing, the Administrative Agent may apply, at such time or times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral in payment of the Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 8.3 , the Administrative Agent shall, from time to time, apply the proceeds constituting Collateral in payment of the Obligations) in the following order:

(a) First , to the payment of all costs and expenses of any sale, collection or other realization on the Collateral, including reimbursement for all costs, expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith (including all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including Section 9-615(a)(3) of the UCC)), and all amounts for which Administrative Agent is entitled to indemnification hereunder and under

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the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under this Agreement or any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent hereunder or under this Agreement or any other Loan Document, all in accordance with the terms hereof or thereof;

(b) Second , for application by it towards all other Obligations (including, without duplication, Guarantor Obligations with respect to Loans), pro rata among the Secured Parties according to the amounts of the Obligations then held by the Secured Parties (including all Obligations arising under Specified Swap Agreements);

(c) Third , for application by it towards the ABL Obligations, if any, as and to the extent required by the Intercreditor Agreement; and

(d) Fourth , any balance of such proceeds remaining after all of such obligations shall have been satisfied by payment in full in immediately available funds and the Commitments shall have been terminated, be paid over to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

SECTION 9 ADMINISTRATIVE AGENT

9.1 Appointment and Authority .

(a) Administrative Agent . Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 9 are solely for the benefit of the Administrative Agent and the Lenders and, except to the extent that any Group Member has any express rights under this Section 9, no Group Member shall have rights as a third party beneficiary of any of such provisions.

(b) Collateral Agent . The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 9 and Section 10 , as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall

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bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against ~~any~~ the Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of ~~any~~ the Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

9.2 Rights as a Lender .

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with ~~the Tower Borrower,~~ Holdings, the Company Borrower or any of their respective Subsidiaries or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.3 Exculpatory Provisions .

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law;

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to ~~any~~ the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity;

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(d) shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.1 ~~and ~~Section~~ ~~8.2~~~~ ) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by a Borrower or a Lender.

(f) The Administrative Agent shall not be responsible for, nor have any liability in connection with, maintaining, updating, monitoring or enforcing the list of Disqualified Lenders or for any assignment or participation to a Disqualified Lender.

9.4 Reliance by Administrative Agent .

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for ~~either~~ the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Loans.

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9.5 Delegation of Duties .

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

9.6 Resignation and Removal of Administrative Agent .

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the ~~Borrowers~~ Borrower . Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Company Borrower, not to be unreasonably withheld, for so long as no Event of Default set forth under Section 8.1(a) ~~, ~~8.1(f)~~ , ~~8.2(a)~~~~ or 8.1(f) has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, in consultation with the ~~Borrowers~~ Borrower , appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Requirement of Law, by notice in writing to the ~~Borrowers~~ Borrower and such Person remove such Person as Administrative Agent and, subject to the approval of the Company Borrower, not to be unreasonably withheld, for so long as no Event of Default set forth under Section 8.1(a) ~~, ~~8.1(f)~~ , ~~8.2(a)~~~~ or 8.1(f) has occurred and is continuing, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed), all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the ~~Borrowers~~ Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise

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agreed between the ~~Borrowers~~ Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

9.7 Non-Reliance on Administrative Agent and Other Lenders .

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.8 No Other Duties, Etc .

Anything herein to the contrary notwithstanding, none of the Administrative Agent, Joint Bookrunners or Joint Lead Arrangers listed on the cover page hereof or , the Amendment No. 1 Lead Arrangers and Bookrunners or the Amendment No. 2 Lead Arrangers and Bookruners shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.9 Administrative Agent May File Proofs of Claim .

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on ~~either~~ the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.8 and 10.5 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.8 and 10.5 .

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender or in any such proceeding.

9.10 Collateral and Guaranty Matters .

(a) Each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) irrevocably authorize the Administrative Agent (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1 ): (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (1) at the time the property subject to such Lien is disposed of or to be disposed of as part of or in connection with any disposition permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (2) subject to Section 10.1 , if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (3) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under the Guarantee or (4) that constitutes Excluded Assets; (ii) to release or subordinate, as expressly permitted hereunder, any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement to the extent required by the holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens; and (iii) to release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder.

(b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release (pursuant to clause (a) above) any Guarantor from its obligations under the Guarantee.

(c) At such time as the Loans and the other Obligations (other than contingent obligations for which no claim has been made) shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated, the Collateral shall be automatically released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Group Member under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.

(d) If (i) a Guarantor was released from its obligations under the Guarantee or (ii) the Collateral was released from the assignment and security interest granted under the Security Document (or the interest in such item subordinated), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to) execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guarantee, the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

(e) If as a result of any transaction not prohibited by this Agreement (i) any Guarantor becomes an Excluded Domestic Subsidiary or a Foreign Subsidiary that is a CFC, then (x) such Guarantor’s Guarantee shall be automatically released, and (y) the Voting Stock of such Guarantor (other than 65% of the total outstanding Voting Stock of a CFC Holdco or Foreign Subsidiary that is a CFC that, in each case, is directly owned by a Borrower or a Guarantor) shall be automatically released from the security interests

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created by the Loan Documents, or (ii) any CFC Holdco or any Foreign Subsidiary that is a CFC ceases to be directly owned by a Borrower or Guarantor, then the Capital Stock of such Subsidiary shall be automatically released from any security interests created by the Loan Documents. In connection with any termination or release pursuant to this Section 9.10(e), the Administrative Agent and any applicable Lender shall promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.10(e) shall be without recourse to or warranty by the Administrative Agent or any Lender.

9.11 Intercreditor Agreements .

The Lenders hereby authorize the Administrative Agent to enter into any Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and any such intercreditor agreement is binding upon the Lenders.

Except as otherwise expressly set forth herein or in any Security Document, no Qualified Counterparty or Cash Management Provider that obtains the benefits of Section 8.4 , any Guarantee or any Collateral by virtue of the provisions hereof or of any Guarantee or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Section 9 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Cash Management Obligations and Obligations arising under Specified Swap Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Provider or Qualified Counterparty, as the case may be.

9.12 Withholding Tax Indemnity .

To the extent required by any applicable Requirement of Laws, the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the ~~Borrowers~~ Borrower or any other Loan Party pursuant to Section 2.14 and without limiting or expanding the obligation of the ~~Borrowers~~ Borrower or any other Loan Party to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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9.13 Indemnification .

Each of the Lenders agrees to indemnify the Administrative Agent, the Joint Lead Arrangers (and their Related Parties) ~~and~~ , the Amendment No. 1 Lead Arrangers and Bookrunners (and their Related Parties) and the Amendment No. 2 Lead Arrangers and Bookrunners (and their Related Parties) in their respective capacities as such (to the extent not reimbursed by any Loan Party and without limiting or expanding the obligation of the Loan Parties to do so), according to its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.13 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent, the Joint Lead Arrangers or their Related Parties, or the Amendment No. 1 Lead Arrangers and Bookrunners or their Related Parties or the Amendment No. 2 Lead Arrangers and Bookrunners or their Related Parties (the foregoing, the “ Lender Indemnitees ”) in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or any other Person under or in connection with any of the foregoing; provided that no Lender shall be liable to any Lender Indemnitee for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that they are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Lender Indemnitee, (B) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of the Loan Documents by such Lender Indemnitee, or (C) are disputes that do not involve an act or omission by the ~~Borrowers~~ Borrower , Holdings or any of their respective Affiliates and that are brought by any Lender Indemnitee against any other Lender Indemnitee (other than in its capacity as Administrative Agent, Joint Lead Arranger, Joint Bookrunner, Amendment No. 1 Lead Arranger and Bookrunner , Amendment No. 2 Lead Arranger and Bookrunner or similar role hereunder) or (ii) settlements entered into by such person without such Lender’s written consent (such consent to not be unreasonably withheld, conditioned or delayed). The agreements in this Section 9.13 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

SECTION 10 MISCELLANEOUS

10.1 Amendments and Waivers .

(a) Except as otherwise provided in clause (b) below, neither this Agreement nor any other Loan Document (or any terms hereof or thereof) may be amended, supplemented or modified other than in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided , however , that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Loan,

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reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders) and (y) that any amendment or modification of defined terms used in the leverage ratios in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment or increase such Lender’s Commitment, in each case without the written consent of each Lender directly adversely affected thereby; (B) amend, modify, eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of all Lenders; (C) (x) reduce any percentage specified in the definition of Required Lenders, (y) consent to the assignment or transfer by ~~any~~ the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents ~~(other than in connection with the Tower Borrower Release)~~ or (z) release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under Section 7 of this Agreement or under the Security Agreement, in each case without the written consent of all Lenders; (D) amend, modify or waive any provision of Section 2.12(a) or (b) which results in a change to the pro rata application of Loans under any Facility without the written consent of each Lender directly affected thereby in respect of each Facility adversely affected thereby, unless the amendment is made in connection with an amendment pursuant to paragraph (b) below, in which case the written consent of the Required Lenders shall be required; (E) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; or (F) amend or modify the application of prepayments set forth in Section 2.6(g) in a manner that adversely affects any Facility without the written consent of the Majority Facility Lenders of each adversely affected Facility. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

(b) Notwithstanding anything in this Agreement (including clause (a) above) or any other Loan Document to the contrary:

(i) this Agreement may be amended (or amended and restated) with the written consent of the Administrative Agent, each Lender participating in the additional or extended credit facilities contemplated under this paragraph (b)(i) and the ~~Borrowers~~ Borrower (w) to add one or more additional credit facilities to this Agreement or to increase the amount of the existing facilities under this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest in respect thereof, (x) to permit any such additional credit facility which is a Loan facility or any such increase in the Facility to share ratably in prepayments with the Loans and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders;

(ii) this Agreement may be amended with the written consent of the Administrative Agent, the ~~Borrowers~~ Borrower and the Lenders providing the relevant Repriced Loans (as defined below) to permit a (x) any prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Loans with the proceeds of, or any conversion of Loans into, any new or replacement tranche of syndicated Loans bearing interest with an “effective yield” (taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life

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to maturity of such Loans and (B) four years), but excluding any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such Loans in their capacities as lenders or holders of such Loans) less than the “effective yield” applicable to the Loans (determined on the same basis as provided in the preceding parenthetical) and (y) any amendment to the Loans or any tranche thereof which reduces the “effective yield” applicable to such Loans (as determined on the same basis as provided in clause (x)) (“ Repriced Loans ”); provided that the Repriced Loans shall otherwise meet the Applicable Requirements;

(iii) this Agreement may be amended with the written consent of the Administrative Agent, the ~~Borrowers~~ Borrower and the Lenders providing the relevant Repricing Indebtedness to permit any Repricing Transaction;

(iv) this Agreement and the other Loan Documents may be amended or amended and restated as contemplated by Section 2.19 in connection with any Incremental Amendment and any related increase in Commitments or Loans, with the consent of the ~~Borrowers~~ Borrower , the Administrative Agent and the Incremental Lenders providing such increased Commitments or Loans ( provided , that the Administrative Agent may enter into an Intercreditor Agreement (or amend, supplement or modify and existing Intercreditor Agreement) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the terms of any such Incremental Loans);

(v) this Agreement and the other Loan Documents may be amended in connection with the incurrence of any Permitted Credit Agreement Refinancing Debt pursuant to Section 2.20 to the extent (but only to the extent) necessary to reflect the existence and terms of such Permitted Credit Agreement Refinancing Debt (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Loans and/or Other Commitments), with the written consent of the ~~Borrowers~~ Borrower , the Administrative Agent and each Additional Lender and Lender that agrees to provide any portion of such Permitted Credit Agreement Refinancing Debt (a “ Refinancing Amendment ”) ( provided that the Administrative Agent and the ~~Borrowers~~ Borrower may effect such amendments to this Agreement, any Intercreditor Agreement (or enter into a replacement thereof) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the ~~Borrowers~~ Borrower , to effect the terms of such Refinancing Amendment);

(vi) this Agreement and the other Loan Documents may be amended in connection with any Permitted Amendment pursuant to a Loan Modification Offer in accordance with Section 2.22(b) (and the Administrative Agent and the ~~Borrowers~~ Borrower may effect such amendments to this Agreement, any Intercreditor Agreement (or enter into a replacement thereof) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the ~~Borrowers~~ Borrower , to effect the terms of such Permitted Amendment);

(vii) the Administrative Agent may amend an Intercreditor Agreement (or enter into a replacement thereof), additional Security Documents and/or replacement Security Documents (including a collateral trust agreement) in connection with the incurrence of (x) any Permitted First Priority Refinancing Debt to provide that a Senior Representative acting on behalf of the holders of such Indebtedness shall become a party thereto and shall have rights to share in the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, (y) any Permitted Second Priority Refinancing Debt to provide that a Senior

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Representative acting on behalf of the holders of such Indebtedness shall become a party thereto and shall have rights to share in the Collateral on a junior lien, subordinated basis to the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and (z) any Indebtedness incurred pursuant to Section 6.1(b)(vi) to provide that an agent, trustee or other representative acting on behalf of the holders of such Indebtedness shall become a party thereto and shall have rights to share in the Collateral on a pari passu or junior lien, subordinated basis to the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt;

(viii) amendments and waivers of this Agreement and the other Loan Documents that affect solely the Lenders under any Facility or any Incremental Facility (including waiver or modification of conditions to extensions of credit thereunder, the availability and conditions to funding of any Incremental Facility and pricing and other modifications) will require only the consent of Lenders holding more than 50% of the aggregate commitments or loans, as applicable, under such Facility or Incremental Facility and, in each case, (x) no other consents or approvals shall be required and (y) any fees or other consideration payable to obtain such amendments or waivers need only be offered on a pro rata basis to the Lenders under the affected Facility or Incremental Facility, as the case may be; and

(ix) this Agreement and the other Loan Documents may be amended with the consent of the Administrative Agent and the ~~Borrowers~~ Borrower to correct any mistakes or ambiguities of a technical nature.

10.2 Notices . All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of ~~the Tower Borrower,~~ Holdings, the Company Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:


~~To the Tower Borrower~~ ~~or Tower Guarantor:~~		~~c/o Belfint, Lyons & Shuman P.A.,~~ ~~1011 Centre Road, Suite 310~~ ~~Wilmington, Delaware 19805~~ ~~Attn: Vickie Sizemore~~ ~~Telecopy:~~ ~~(416) 362-5765~~ ~~Telephone: (416) 362-7711~~ ~~Email: adaly@onex.com~~

To the Company Borrower:		JELD-WEN, ~~inc~~ Inc . 440 S. Church Street Charlotte, North Carolina 28202 Attn: ~~Scott Cottrill~~ L. Brooks Mallard ~~Telecopy:~~ ( ~~541) 885-7454~~ Telephone: ( 5 70 4 1 ) 37 8 82 - 34 5 1 700 Email: ~~scottcottrill@jeld-wen.com~~ bmallard@jeldwen.com

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To any Guarantor ~~(other than~~ ~~the Tower Guarantor)~~ :		c/o the Company Borrower at the address set forth above in each case, with a copy to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attn: Daniel J. Bursky Telecopy: (212) 859-8000 Telephone: (212) 859-4000 Email: ~~daniel.bursky@friedfrank.com~~ daniel.bursky@friedfrank.com

To the Administrative Agent:		Henry Pennell Bank of America, N.A. 901 Main Street, 14th Floor TX1-492-14-11 Dallas, TX 75202 Telecopy: (214) 290-9448 Telephone: (214) 209-1226 Email: henry.pennell@baml.com With a copy to: Julie Lindberg Bank of America, N.A. 100 N. Tryon Street, 17th Floor NC1-007-17-15 Charlotte, NC 28255 Telecopy: (TBD) Telephone: (980) 388-6652 Email: Julie.lindberg@baml.com

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender (“ Approved Electronic Communications ”). The Administrative Agent or the ~~Borrowers~~ Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (a) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (b) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor.

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Each Loan Party agrees to assume all risk, and hold the Administrative Agent, the Joint Bookrunners and each Lender harmless from any losses, associated with, the electronic transmission of information (including the protection of confidential information), except to the extent caused by the gross negligence or willful misconduct of such Person.

Each Loan Party, the Lenders, the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners , the Amendment No. 2 Lead Arrangers and Bookrunners and the Administrative Agent agree that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

10.3 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5 Payment of Expenses and Taxes . The ~~Borrowers agree~~ Borrower agrees upon the occurrence of the Closing Date (a) to pay or reimburse the Joint Lead Arrangers and the Administrative Agent (without duplication) for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of one primary counsel

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to the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunners, taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and additional counsel in the case of actual or perceived conflicts), and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company Borrower on or prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all of their reasonable out-of-pocket costs and expenses (other than allocated costs of in-house counsel) incurred in connection with the workout, restructuring, enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of one primary counsel to the Lenders, the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners ~~and~~ , the Amendment No. 1 Lead Arrangers and Bookrunners and the Amendment No. 2 Lead Arrangers and Bookrunners , taken as a whole, and one local counsel to the foregoing Persons, taken as a whole, in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) (and in the case of an actual or perceived conflict of interest by any of the foregoing Persons, additional counsel to such affected Person), (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Administrative Agent, each Joint Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners the Amendment No. 2 Lead Arrangers and Bookrunners and each of their respective Affiliates that are providing services in connection with the financing contemplated by this Agreement and each member (and successors and assigns), officer, director, trustee, employee, agent and controlling person of the foregoing (each, an “ Indemnitee ”) harmless from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents (regardless of whether any Indemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, the Borrower, any other Loan Party or any other Person), including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law relating to any Group Member or any of the Properties and the reasonable fees and expenses of one primary legal counsel to the Indemnitees, taken as a whole (or in the case of an actual or perceived conflict of interest by an Indemnitee, additional counsel to the affected Indemnitees), and one local counsel in each appropriate jurisdiction (which may include one special counsel acting in multiple jurisdictions) to the Indemnitees in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “ Indemnified Liabilities ”) (but excluding any losses, liabilities, claims, damages, costs or expenses relating to the matters referred to in Sections 2.13 and 2.15 (which shall be the sole remedy in respect of the matters set forth therein)), provided that the ~~Borrowers~~ Borrower shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (i) (A) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (B) found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from a material breach of the Loan Documents by such Indemnitee, (C) any dispute that does not involve an act or omission by the ~~Borrowers~~ Borrower , Holdings or any of their respective Affiliates and that is brought by any Indemnitee against any other Indemnitee (other than in its capacity as Administrative Agent, Joint Lead Arranger, Joint Bookrunner Amendment No. 1 Lead Arranger and Bookrunner, the Amendment No. 2 Lead Arranger and Bookrunner or similar role hereunder), (D) directly and exclusively caused, with respect to the violation of, noncompliance with or liability under, any Environmental Law relating to any of the

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Properties, by the act or omissions by Persons other than the ~~Borrowers~~ Borrower or any Subsidiary of the ~~Borrowers~~ Borrower or their respective Related Parties with respect to the applicable Property that occur after the Administrative Agent sells the respective Property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure or (E) with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim or (ii) settlements entered into by such person without the ~~Borrowers~~ ’ Borrower ’ s written consent (such consent to not be unreasonably withheld, conditioned or delayed). All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the ~~Borrowers~~ Borrower pursuant to this Section 10.5 shall be submitted to the ~~Borrowers~~ Borrower at the ~~addresses~~ address set forth in Section 10.2 , or to such other Person or address as may be hereafter designated by the ~~Borrowers~~ Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder.

10.6 Successors and Assigns; Participations and Assignments .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (other than as provided in Section 10.19 ) ~~neither~~ the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and the Administrative Agent (and any attempted assignment or transfer by ~~either~~ the Borrower without such consent shall be null and void).

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees (each, an “ Assignee ”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it and the Note or Notes (if any) held by it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A) in the case of any Lender (other than with respect to Incremental Loans and Incremental Commitments) or Incremental Lender (with respect to Incremental Loans and Incremental Commitments), the Company Borrower, provided that such consent shall be deemed to have been given if the Company Borrower has not responded within 10 Business Days after notice by the Administrative Agent, provided , further , that no consent of the Company Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 8.1(a) ~~or ~~8.2(a)~~~~ (or, in respect of ~~either~~ the Borrower, Section 8.1(f) or ~~8.2(f)~~ ) has occurred and is continuing, any other Eligible Assignee; and

(B) except with respect to an assignment of Loans to an existing Lender, an Affiliate of a Lender or an Approved Fund, the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed).

(ii) Assignments shall be subject to the following additional conditions:

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less than $1,000,000 ( provided that, in each case, that simultaneous assignments to or by two or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and, in the case of Loans (other than Incremental Loans), Incremental Loans or Incremental Commitments, the Company Borrower otherwise consents;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and applicable Forms.

This paragraph (b) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non- pro rata basis.

For the purposes of this Section 10.6, “ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Assignments to Permitted Auction Purchasers . Each Lender acknowledges that each Permitted Auction Purchaser is an Eligible Assignee hereunder and may purchase or acquire Loans hereunder from Lenders from time to time (x) pursuant to a Dutch Auction in accordance with the terms of this Agreement (including Section 10.6 hereof), subject to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction” or (y) pursuant to open market purchases, in each case, subject to the following limitations:

(A) each Permitted Auction Purchaser agrees that, notwithstanding anything herein or in any of the other Loan Documents to the contrary, with respect to any Auction Purchase or other acquisition of Loans, (1) under no circumstances, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall such Permitted Auction Purchaser be permitted to exercise any voting rights or other privileges with respect to any Loans and any Loans that are assigned to such Permitted Auction Purchaser shall have no voting rights or other privileges under this Agreement and the other Loan Documents and shall not be taken into account in determining any required vote or consent and (2) such Permitted Auction Purchaser shall not receive information provided solely to Lenders by the Administrative Agent or any Lender and shall not be permitted to attend or participate in meetings attended solely by Lenders and the Administrative Agent and their advisors; rather, all Loans held by any Permitted Auction Purchaser shall be automatically Cancelled immediately upon the purchase or acquisition thereof in accordance with the terms of this Agreement (including Section 10.6 hereof);

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(B) at the time any Permitted Auction Purchaser is making purchases of Loans it shall enter into an Assignment and Assumption Agreement;

(C) immediately upon the effectiveness of each Auction Purchase or other acquisition of Loans, a Cancellation (it being understood that such Cancellation shall not constitute a voluntary repayment of Loans for purposes of this Agreement) shall be automatically irrevocably effected with respect to all of the Loans and related Obligations subject to such Auction Purchase, with the effect that such Loans and related Obligations shall for all purposes of this Agreement and the other Loan Documents no longer be outstanding, and the ~~Borrowers~~ Borrower and the Guarantors shall no longer have any Obligations relating thereto, it being understood that such forgiveness and cancellation shall result in the ~~Borrowers~~ Borrower and the Guarantors being irrevocably and unconditionally released from all claims and liabilities relating to such Obligations which have been so cancelled and forgiven, and the Collateral shall cease to secure any such Obligations which have been so cancelled and forgiven; and

(D) at the time of such Purchase Notice and Auction Purchase or other acquisition of Loans, (w) no Default or Event of Default shall have occurred and be continuing, (x) Holdings, the ~~Borrowers~~ Borrower or any of their respective Affiliates shall not be required to make any representation that it is not in possession of material non-public information with respect to Holdings, the ~~Borrowers~~ Borrower , their respective subsidiaries or their respective securities and (y) any Affiliated Lender that is a Purchaser shall identify itself as such.

Notwithstanding anything to the contrary herein, this Section 10.6(b)(iii) shall supersede any provisions in Section 2.17 to the contrary.

(iv) Assignments to Affiliated Lenders . Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Loans to an Affiliated Lender through (x) Dutch Auctions open to all Lenders on a pro rata basis or (y) open market purchases, in each case subject to the following limitations:

(A) notwithstanding anything in Section 10.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Lenders have (1) consented to any amendment, waiver or modification of any Loan Document (including such modifications pursuant to Section 10.1 ), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, or (4) subject to Section 2.17 , voted on any plan of reorganization pursuant to Title 11 of the United States Code, that in either case does not require the consent of each Lender or each affected Lender or does not adversely affect such Affiliated Lender disproportionately in any material respect as compared to other Lenders, the Sponsor and any Non-Debt Fund Affiliate will be deemed to have voted in the same proportion as Lenders that are not Affiliated Lenders voting on such matter; and the Sponsor and each Non-Debt Fund Affiliate each hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to Title 11 of the United States Code) is not deemed to have been so voted, then such vote will be (x) deemed not to be in good faith and (y)

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“designated” pursuant to Section 1126(e) of Title 11 of the United States Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of Title 11 of the United States Code; provided that, for the avoidance of doubt, Debt Fund Affiliates shall not be subject to such limitation and shall be entitled to vote as any other Lender; provided , further , that, notwithstanding the foregoing or anything herein to the contrary, Debt Fund Affiliates may not in the aggregate account for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amount in excess of 49.9% will be subject to the limitations set forth in this clause (A);

(B) the Sponsor and Non-Debt Fund Affiliates shall not receive information provided solely to Lenders by the Administrative Agent or any Lender and shall not be permitted to attend or participate in meetings attended solely by Lenders and the Administrative Agent and their advisors, other than the right to receive notices of Borrowings, notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Section 2 ;

(C) at the time any Affiliated Lender is making purchases of Loans pursuant to a Dutch Auction it shall identify itself as an Affiliated Lender and shall enter into an Assignment and Assumption Agreement;

(D) with respect to a Dutch Auction, at the time of such Purchase Notice and Auction Purchase, no Affiliated Lender shall be required to make any representation that it is not in possession of material non-public information with respect to Holdings, the ~~Borrowers~~ Borrower , their respective Subsidiaries or their respective securities; and

(E) the aggregate principal amount of all Loans which may be purchased by the Sponsor or any Non-Debt Fund Affiliate through Dutch Auctions or assigned to the Sponsor or any Non-Debt Fund Affiliate through open market purchases shall in no event exceed, as calculated at the time of the consummation of any aforementioned Purchases or assignments, 25% of the aggregate principal amount of the Loans then outstanding.

Notwithstanding anything to the contrary herein, this Section 10.6(b)(iv) shall supersede any provisions in Section 2.12 to the contrary.

(v) Subject to acceptance and recording thereof pursuant to Section 10.6(b)(vii) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13 , 2.14 , 2.15 and 10.5 ). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations if such transaction complies with the requirements of Section 10.6(c) .

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(vi) The Administrative Agent, acting for this purpose as an agent of the ~~Borrowers~~ Borrower , shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of (and any stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the ~~Borrowers~~ Borrower , the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the ~~Borrowers~~ Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(vii) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire and applicable Forms (unless the Assignee shall already be a Lender hereunder), together with (x) any processing and recordation fee and (y) any written consent to such assignment required by Section 10.6(b) , the Administrative Agent shall promptly accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of ~~either~~ the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a natural person, a Defaulting Lender, Holdings or any Subsidiary of Holdings) (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the ~~Borrowers~~ Borrower , the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires, subject to Section 10.1(b) , the consent of each Lender directly affected thereby pursuant to clauses (A) and (C) of Section 10.1(a) and (2) directly affects such Participant. Subject to Section 10.6(c)(ii) , the ~~Borrowers agree~~ Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13 , 2.14 and 2.15 (subject to the requirements of those sections and Sections 2.16 and 2.17 , and it being understood that the documentation required under Section 2.14(d), (e) and (g) shall be delivered solely to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10. 7 6 (b) as though it were a Lender, provided such Participant shall be subject to Section 10. 7 6 (a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for U.S. federal income tax purposes as the agent of the ~~Borrowers~~ Borrower , maintain a register on which it enters the name and address of each Participant and the commitment of, and the principal amounts (and stated interest) of, each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan

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Document) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the Internal Revenue Service (“ IRS ”), any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive and binding absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(f) A Participant shall not be entitled to receive any greater payment under Section 2.13 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to a greater payment results from a Change in Tax Law that occurs after the Participant acquired the applicable participation.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(h) The ~~Borrowers~~ Borrower , upon receipt of written notice from the relevant Lender, ~~agree~~ agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in Section 10.6(d) above.

(i) Each Lender, upon execution and delivery hereof or upon succeeding to an interest in Commitments or Loans, as the case may be, represents and warrants as of the Closing Date and as of the effective date of the applicable Assignment and Assumption that it is a “qualified purchaser” for purposes of Section 2(a)(51) of the Investment Company Act of 1940, as amended.

(j) Each Lender, upon succeeding to an interest in Commitments or Loans, as the case may be, represents and warrants as of the effective date of the applicable Assignment and Assumption that it is an Eligible Assignee.

~~10.7 ~~Release of Tower Group Members’ Obligations~~~~

10.7 . Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Tower Borrower may be released from all of its rights and obligations under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and the ~~Borrowers so long as in connection with such release, the Company Borrower is irrevocably released from all obligations with respect to the Tower LLC Loan (such release, the~~ “ ~~Tower Borrower Release~~ ” ). Without limiting in any way the generality of the foregoing, the Tower Borrower Release may be effected by the Tower Borrower assigning to the Company Borrower, and the Company Borrower assuming from the Tower Borrower by novation, all rights and obligations of the Tower Borrower under the Loan Documents, or other release transaction designed to achieve similar effect. Effective immediately upon the Tower Borrower Release, each of the Tower Group Members shall be released from all of its obligations and liabilities under the Loan Documents and any remaining amounts of the initial investment in the Tower Group Members made by the Sponsor and its Affiliates on the Closing Date (net of any expenditures or other deductions funded from such initial investment and proceeds earned thereon from the making of Investments permitted under this Agreement of such amounts may be transferred to any Person (including

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~~the Sponsor) free and clear of any Liens in favor of the Secured Parties.~~ For the avoidance of doubt, all other property of the Tower Group Members, including any Tower LLC Spread and proceeds thereon, shall be either (i) transferred to Holdings, the Company Borrower and/or the Company Subsidiary Guarantors or (ii) transferred to Onex or an affiliate thereof subject to the continuing Lien of the Administrative Agent in favor of the Secured Parties, in each case upon the consummation of the Tower Borrower Release. The Lenders hereby authorize and direct the Administrative Agent to execute and deliver all agreements, instruments and other documents reasonably requested by the Company Borrower or the Tower Borrower to accomplish a Tower Borrower Release including such modifications to the Loan Documents as may be necessary or advisable to release the Tower Group Members from any obligations under the Loan Documents. [Reserved].

10.8 Adjustments; Set -off

(a) Except to the extent that this Agreement expressly provides for or permits payments to be allocated or made to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefited Lender ”) shall receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(f) ~~or ~~8.2(f)~~~~ or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, with the prior consent of the Administrative Agent, without prior notice to Holdings or ~~any~~ the Borrower or any other Loan Party, any such notice being expressly waived by Holdings and the ~~Borrowers~~ Borrower and each other Loan Party to the extent permitted by applicable law, upon the occurrence and during the continuance of any Event of Default, to set off and appropriate and apply against the Obligations any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Holdings or the ~~Borrowers~~ Borrower or any such other Loan Party, as the case may be. Each Lender agrees promptly to notify the ~~Borrowers~~ Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.9 ~~No Recourse Against Limited Partners~~ . For the avoidance of doubt, the Administrative Agent and each Lender hereby confirms that it has no recourse against Onex solely in its capacity as limited partner of the Tower Borrower, with respect to any obligation under this Agreement. For the avoidance of doubt, nothing contained herein shall limit any right of the Administrative Agent or any Lender against Onex under any other agreement that Onex may be party to including, without limitation, the Withholding Tax Guarantee Agreement, the Onex Pledge Agreement, and the Canadian Pledge Agreement (including, in each case, as applicable, any right to recourse granted thereunder).

10.9 [Reserved].

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10.9 ~~10.10~~ Counterparts; Electronic Execution . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement or any document or instrument delivered in connection herewith by facsimile transmission or electronic PDF shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable. A set of the copies of this Agreement signed by all the parties shall be lodged with the Company Borrower and the Administrative Agent. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature 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 similar state laws based on the Uniform Electronic Transactions Act.

10.10 ~~10.11~~ Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.11 ~~10.12~~ Integration . This Agreement, the Engagement Letter, the Amendment No. 1 Engagement Letter, the Amendment No. 2 Engagement Letter the other Loan Documents and any separate letter agreements with respect to fees payable to the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners , the Amendment No. 2 Lead Arrangers and Bookrunners and the Administrative Agent represent the entire agreement of Holdings, the ~~Borrowers~~ Borrower , the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.12 ~~10.13~~ Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

10.13 ~~10.14~~ Submission To Jurisdiction; Waivers . Each party hereto hereby irrevocably and unconditionally:

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(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Amendment No. 1 Transactions, the Amendment No. 2 Transactions any Loan or the use of the proceeds thereof, any special, exemplary, punitive or consequential damages against any Indemnitee.

10.14 ~~10.15~~ Acknowledgements . ~~Each~~ The Borrower and each of the ~~Borrowers and~~ Guarantors hereby ~~acknowledges~~ acknowledge that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to Holdings, the ~~Borrowers~~ Borrower or any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and Holdings, the ~~Borrowers~~ Borrower and each Guarantor, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

10.15 ~~10.16~~ Confidentiality . Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is not designated by the provider thereof as public information or non-confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, any other Lender or any Affiliate thereof, (b) subject to an agreement to comply with provisions no less restrictive than this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty) (other than Disqualified Lenders), (c) to its employees, directors, trustees, agents, attorneys, accountants and other professional advisors that have been advised of the provisions of this Section and have been instructed to keep such information confidential, (d) upon the request or demand of any Governmental Authority or any self-regulatory authority having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any

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Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding; provided that unless specifically prohibited by applicable law, reasonable efforts shall be made to notify the ~~Borrowers~~ Borrower of any such request prior to disclosure, (g) that has been publicly disclosed other than as a result of a breach of this Section, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; provided , such Person has been advised of the provisions of this Section and instructed to keep such information confidential or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the extensions of credit hereunder. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

10.16 ~~10.17~~ Waivers Of Jury Trial . EACH OF HOLDINGS, THE ~~BORROWERS~~ BORROWER , THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.17 ~~10.18~~ USA Patriot Act Notification . The following notification is provided to the ~~Borrowers~~ Borrower and each Guarantor pursuant to Section 326 of the Patriot Act:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each Person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product.

What this means for ~~any~~ the Borrower or any Guarantor: When ~~any~~ the Borrower or any Guarantor opens an account, if such Borrower or Guarantor is an individual, the Administrative Agent and the Lenders will ask for ~~such~~ the Borrower’s name, residential address, tax identification number, date of birth, and other information that will allow the Administrative Agent and the Lenders to identify ~~such~~ the Borrower, and, if ~~such~~ the Borrower or such Guarantor is not an individual, the Administrative Agent and the Lenders will ask for ~~such~~ the Borrower’s name, tax identification number, business address, and other information that will allow the Administrative Agent and the Lenders to identify ~~such~~ the Borrower. The Administrative Agent and the Lenders may also ask, if ~~any~~ the Borrower or such Guarantor is an individual, to see ~~such~~ the Borrower’s driver’s license or other identifying documents, and, if ~~such~~ the Borrower or Guarantor is not an individual, to see ~~such~~ the Borrower’s legal organizational documents or other identifying documents.

10.18 ~~10.19~~ Maximum Amount .

(a) It is the intention of the ~~Borrowers~~ Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the

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Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the ~~Borrowers~~ Borrower , or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “ Maximum Amount ”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the ~~Borrowers~~ Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Requirement of Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 10.18(a) shall control and supersede every other provision of all agreements between the ~~Borrowers~~ Borrower or any endorser of the Notes and the Lenders.

(b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.12 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the ~~Borrowers~~ Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the ~~Borrowers~~ Borrower .

10.19 ~~10.20~~ Lender Action . Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, unless expressly provided for herein or in any other Loan Document, without the prior written consent of the Administrative Agent. The provisions of this Section 10.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

10.20 ~~10.21~~ No Fiduciary Duty . Each of the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “ Lenders ”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other, except as otherwise explicitly provided herein. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights

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or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person, except as otherwise explicitly provided herein. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

10.21 Acknowledgement and Consent to Bail-In of EEA Financial Insitutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by :

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

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

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

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority .

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.


~~TOWER BORROWER:~~		~~ONEX BP FINANCE LP~~

		~~By:~~
		~~Name:~~
		~~Title:~~

COMPANY BORROWER:		JELD-WEN, INC.

		By:
		Name:
		Title:

GUARANTORS:		JELD-WEN HOLDING, INC.

		By:
		Name:
		Title:

		~~ONEX BP FINANCE LLC~~

		~~By:~~
		~~Name:~~
		~~Title:~~

[Signature Page to Credit Agreement]


BANK OF AMERICA, N. A., as Administrative Agent and a Lender

By:
Name:
Title:

[Signature Page to Credit Agreement]

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of JELD-WEN Holding, Inc. of our report dated February 23, 2016, except with respect to our opinion on Note 23, Earnings (Loss) per Share, and the financial statement schedule included in Schedule I, as to which the date is June 1, 2016, relating to the financial statements and financial statement schedule which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Charlotte, North Carolina

November 16, 2016

Exhibit 99.1

JELD-WEN Holding, Inc.

Consent of Director Nominee

I hereby consent to being named as a nominee for Director in the Registration Statement on Form S-1 (File No. 333-211761) of JELD-WEN Holding, Inc.

/s/ Gregory G. Maxwell

Gregory G. Maxwell

Dated: November 11, 2016