Fourth Supplemental Indenture
Exhibit 4.1
Execution Version
FOURTH SUPPLEMENTAL INDENTURE, dated as of May 15, 2024 (this “Supplemental Indenture”), among Subsidiaries listed on Schedule I hereto (the “Subsidiary Guarantors”), Cornerstone Building Brands, Inc., a Delaware corporation (the “Company”), Wilmington Trust, National Association, as Trustee under the Indenture referred to below (the “Trustee”) and Wilmington Trust, National Association, as Note Collateral Agent under the Indenture referred to below (the “Note Collateral Agent”).
W I T N E S S E T H:
WHEREAS, the Company, each then-existing Guarantor from time to time party to the Indenture referred to below (the “Existing Guarantors”), the Trustee and the Note Collateral Agent have heretofore become parties to a Secured Notes Indenture, dated as of July 25, 2022 (as supplemented by the First Supplemental Indenture, dated as of July 25, 2022, the Second Supplemental Indenture, dated as of July 25, 2022, and the Third Supplemental Indenture, dated as of December 21, 2022, and as further amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of Notes in series;
WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;
WHEREAS, each Subsidiary Guarantor desires to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed, and on such Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings and term borrowings under the Senior Credit Agreements; and
WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the Company, the Existing Guarantors, the Trustee and the Note Collateral Agent mutually covenant and agree for the benefit of the Holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. Each Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors and fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor.
3. Termination, Release and Discharge. Each Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and each Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture.
4. Parties. Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of each Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Neither the Trustee nor the Note Collateral Agent makes any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
7. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.
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8. Headings. The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
CLARITY INDUSTRIES, LLC,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
XXXXXX BUILDING PRODUCTS CORP.,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
XXXXXX BUILDING PRODUCTS
INTERMEDIATE LLC,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
[Signature Page to Supplemental Indenture (Secured Notes)]
XXXXXX INDUSTRIES, LLC,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
XXXXXX INTERMEDIATE, LLC,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
XXXXXX PROPCO INTERMEDIATE, LLC,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
XXXXXX PROPCO, LLC,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
SL DEBT ACQUISITION, LLC,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
[Signature Page to Supplemental Indenture (Secured Notes)]
SOFT-LITE L.L.C.,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
THERMO-TECH WINDOWS, LLC,
as Subsidiary Guarantor
By: /s/ Mehling Siracusa
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Officer
[Signature Page to Supplemental Indenture (Secured Notes)]
WILMINGSTON TRUST, NATIONAL
ASSOCIATION,
as Trustee
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
WILMINGSTON TRUST, NATIONAL
ASSOCIATION,
as Note Collateral Agent
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
[Signature Page to Supplemental Indenture (Secured Notes)]
SCHEDULE I
Subsidiary Guarantors | Jurisdiction of Organization | |||||||
| 1. | Clarity Industries, LLC | Delaware | ||||||
| 2. | Xxxxxx Building Products Corp. | Delaware | ||||||
| 3. | Xxxxxx Building Products Intermediate LLC | Delaware | ||||||
| 4. | Xxxxxx Industries, LLC | Massachusetts | ||||||
| 5. | Xxxxxx Intermediate, LLC | Delaware | ||||||
| 6. | Xxxxxx Propco Intermediate, LLC | Delaware | ||||||
| 7. | Xxxxxx Propco, LLC | Delaware | ||||||
| 8. | SL Debt Acquisition, LLC | Delaware | ||||||
| 9. | Soft-Lite L.L.C. | Delaware | ||||||
| 10. | Thermo-Tech Windows, LLC | Delaware | ||||||
