JELD-WEN Holding, Inc. Sample Contracts

INDENTURE Dated as of May 4, 2020 Among JELD-WEN, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 6.250% SENIOR SECURED NOTES DUE 2025
Indenture • May 5th, 2020 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York

INDENTURE, dated as of May 4, 2020 among JELD-WEN, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wilmington Trust, National Association, a national banking association, as Trustee and Notes Collateral Agent.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 1st, 2016 • JELD-WEN Holding, Inc. • Delaware

This Indemnification Agreement (this “Agreement”) is made as of [●], 2016, by and between JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).

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JELD-WEN HOLDING, INC. (A Delaware corporation) [ ● ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 17th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York
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JELD-WEN HOLDING, INC. (A Delaware corporation) [ 🌑 ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York

The Selling Shareholders listed in Schedule B hereto as Appointing Shareholders (the “Appointing Shareholders”) and the Selling Shareholders listed in Schedule B hereto as Onex Shareholders (the “Onex Shareholders” and, together with the Appointing Shareholders, the “Selling Shareholders”), each a shareholder of JELD-WEN Holding, Inc., a Delaware corporation (the “Company”) confirm their respective agreements with [ 🌑 ] (“[ 🌑 ]”), [ 🌑 ] (“[ 🌑 ]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom [ 🌑 ] and [ 🌑 ] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [ 🌑 ] shares (the “Initial Securities”) of the Company’s Common St

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JELD-WEN HOLDING, INC. (A Delaware corporation) 14,883,094 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 2021 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York
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Contract
Credit Agreement • January 19th, 2024 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2019 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New South Wales

THIS AGREEMENT (the “Agreement”) is made and entered into effective the 1st day of March 2018 (the “Effective Date”), by and between JELD-WEN Australia Pty Limited (the “Company”) and Peter Farmakis (the “Executive”).

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AMENDMENT NO. 3, dated as of December 14, 2017 (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...
Credit Agreement • December 15th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Ontario

AMENDED CREDIT AGREEMENT (this “Agreement”), originally dated as of October 15, 2014 and amended on July 1, 2015 and, November 1, 2016 and December 14, 2017, among JELD-WEN Holding, Inc., a Delaware corporation (“Holdings”), as a U.S. Guarantor, JELD-WEN, Inc., 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, Nati

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NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Oregon

THIS AGREEMENT is made this 19th day of February, 2015 (the “Grant Date”) between JELD-WEN Holding, inc., an Oregon corporation (the “Company”), and First and Last Name (the “Optionee”).

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Laura Doerre Re: Management Employment Agreement Dear Laura:
JELD-WEN Holding, Inc. • January 5th, 2017 • Millwood, veneer, plywood, & structural wood members • North Carolina

This document is to familiarize you with the terms and conditions of your employment as a JELD-WEN Head Office (“JELD-WEN” or the “Company”) manager, whether you are starting your JELD-WEN career or have been a long-term employee. We believe a clear understanding of the employment terms and conditions is mutually beneficial to you and JELD-WEN. Nothing in this Agreement creates any term of employment. Your employment is at-will. This Agreement, entered into in exchange for consideration as set forth in a separate letter, supersedes any prior Management Employment Agreement.

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SERVICE AGREEMENT
Service Agreement • March 1st, 2019 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • England and Wales
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Contract
Restricted Stock Unit Award Agreement • February 22nd, 2022 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) was made as of October 3, 2011, among JELD-WEN Holding, inc., an Oregon corporation, Onex Partners III LP, a Delaware limited partnership (“Onex”), 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. (collectively with Onex, the “Onex Shareholders”), and the Persons listed on Schedule A attached hereto and such other stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (together with the Onex Shareholders, the “Investors”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 6th, 2018 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

THIS AGREEMENT is made this __ day of ________, 20__ (the “Grant Date”) between JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and _____________ (the “Recipient”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 6th, 2018 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

THIS AGREEMENT is made this __ day of ________, 20__ (the “Grant Date”) between JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and ___________ (the “Optionee”).

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Contract
Performance Share Unit Award Agreement • February 22nd, 2022 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
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Contract
Nonqualified Stock Option Agreement • February 20th, 2024 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit • January 5th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

THIS AGREEMENT is made this day of , 20 (the “Grant Date”) between JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and First and Last Name (the “Recipient”).

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AMENDMENT #1 CONSULTING AGREEMENT Between ONEX PARTNERS MANAGER LP And JELD-WEN HOLDING, INC.
Consulting Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members

This first Amendment (“Amendment 1”) to the Consulting Agreement dated October 3, 2011 (“Agreement’) is entered into by the above referenced parties as of the latest signature below. Undefined terms in Amendment 1 shall be deemed to have the meanings ascribed to them in the Agreement.

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • May 9th, 2018 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • North Carolina

WHEREAS, the Board of Directors of JELD-WEN is engaged in a search to locate a new President and Chief Executive Officer; and

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 3, 2011, among JELD-WEN Holding, inc., an Oregon corporation (the “Company”), Onex Partners III LP, a Delaware limited partnership (“Onex”), 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. (collectively with Onex, the “Onex Shareholders”), and the Persons listed on Schedule A attached hereto and such other stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (together with the Onex Shareholders, the “Investors”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

THIS AMENDMENT NO. 2 to the Amended and Restated Registration Rights Agreement (this “Amendment”) is entered into as of November 12, 2017, by and between JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and Onex Partners III LP, Onex BP Co-Invest LP, Onex Partners III GP LP, Onex US Principals LP, Onex Partners III PV LP, OAH Wind LLC, BP EI II LLC, Onex Partners III Select LP, and Onex Advisor Subco III LLC (collectively, the “Onex Shareholders”), to further amend the Amended and Restated Registration Rights Agreement, dated as of January 24, 2017 (as amended by Amendment No. 1, dated as of May 12, 2017, the “Registration Rights Agreement”) by and among the Company, the Onex Shareholders and the other Holders party thereto.

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Contract
Supplemental Indenture • February 23rd, 2021 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York
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REVOLVING CREDIT AGREEMENT among JELD-WEN Holding, inc., as Holdings, JELD-WEN, inc., as Borrower Representative JELD-WEN, inc. and the Subsidiaries of JELD- WEN, inc., from time to time party hereto, as U.S. Borrowers, JELD-WEN of Canada, Ltd. and...
Revolving Credit Agreement • June 1st, 2016 • JELD-WEN Holding, Inc. • New York

CREDIT AGREEMENT (this “Agreement”), dated as of October 15, 2014, among JELD-WEN Holding, inc., an Oregon corporation (“Holdings”), as a U.S. Guarantor, JELD-WEN, inc., an Oregon 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 Swing

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Contract
Nonqualified Stock Option Agreement • April 30th, 2021 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
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JELD-WEN, Inc. Klamath Falls, OR 97601 USA
Waiver and Release • January 5th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Oregon

This Management Employment Agreement (“Agreement”) is entered into between JELD-WEN, inc. (the “Company” or “JELD-WEN”) and you as of March 31, 2014 (the “Effective Date”).

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PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • March 6th, 2018 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

THIS AGREEMENT is made this __ day of ________, 20__ (the “Grant Date”) between JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and _____________ (the “Recipient”).

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JELD-WEN, Inc. Charlotte, NC 28202 USA
Management Transition Agreement • January 5th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • North Carolina

In this Management Transition Agreement (the “Agreement”), JELD-WEN, inc. (“JELD-WEN” or the “Company”) agrees to provide you with certain benefits in the event your employment is terminated without Cause in the twenty-four (24) month period from December 1, 2015 to November 30, 2017. In providing these benefits (the “Transition Benefits”), our mutual goal is to retain you in your current position and to ensure your ongoing cooperation and assistance for at least twelve ( 12) months should your employment be terminated without Cause.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2017 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

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

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

This Amendment to Registration Rights Agreement (the “Amendment”), dated as of May 31, 2016, amends the Registration Rights Agreement, dated October 3, 2011 (the “Agreement”), among JELD-WEN Holding, inc., an Oregon corporation (the “Company”), Onex Partners III, LP, a Delaware limited partnership (“Onex”), 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. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.

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CONSULTING AGREEMENT
Consulting Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members

This Consulting Agreement (the “Agreement”) is entered into as of October 3, 2011, by and between Onex Partners Manager LP, a Delaware limited partnership (the “Consultant”), and JELD-WEN Holding, inc., an Oregon corporation (the “Company”).

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Contract
Performance Share Unit Award Agreement • February 20th, 2024 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
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Contract
Joinder Agreement • November 3rd, 2020 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • New York
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JELD-WEN Holding, Inc. • July 7th, 2023 • Millwood, veneer, plywood, & structural wood members

The following unaudited pro forma condensed consolidated financial information should be read in conjunction with our historical consolidated financial statements and accompanying notes.

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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among JELD-WEN HOLDING, INC., and ONEX PARTNERS III LP and THE OTHER INVESTORS NAMED HEREIN Dated as of July 29, 2011
Stock Purchase Agreement • December 16th, 2016 • JELD-WEN Holding, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2011 (the “Effective Date”), is entered into by and among Onex Partners III LP, a Delaware limited partnership (“Onex”), 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. (collectively with Onex, the “Investors”), and JELD-WEN Holding, inc., an Oregon corporation (the “Company”), and amends and restates, in its entirety, the Stock Purchase Agreement, dated as of May 4, 2011, by and among the parties named above (the “Prior Purchase Agreement”). Capitalized terms used in this Agreement without definition shall have the meaning given to such terms in Article I hereof.

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