On July 25, 2022, Cornerstone Building Brands Inc. (the “Company”), Camelot Return Intermediate Holdings, LLC (“Parent”) and Camelot Return Merger Sub Inc. (“Merger Sub”) completed the transactions contemplated by that certain agreement and plan of merger, dated as of March 5, 2022 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub. Parent and Merger Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice, LLC (“CD&R”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Parent (the “Surviving Corporation”).

On July 25, 2022, Merger Sub, as initial borrower thereunder, entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among Merger Sub, as initial borrower thereunder, the Company, as successor borrower thereunder, the lenders party thereto (the “Term Loan Lenders”) and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, pursuant to which the Term Loan Lenders extended an initial term loan facility to the borrower under the Term Loan Credit Agreement in an aggregate principal amount of $300 million (the “Term Loans”). Upon the consummation of the Merger, the Company succeeded Merger Sub as Borrower under the Term Loan Credit Agreement and the subsidiaries of the Company that guarantee its existing secured credit facilities provided an unconditional guarantee of the obligations of the Company under the Term Loan Credit Agreement. The Term Loan Credit Agreement will mature on August 1, 2028 and will bear interest at a floating rate per annum of, at the Company's option, SOFR plus 5.625% or a base rate plus 4.625%.

The term SOFR rate is subject to an interest rate floor of 0.50% and the base rate is subject to an interest rate floor of 0.00%. Borrowings under the Term Loan Credit Agreement will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount; provided that if the Term Loans outstanding as of July 25, 2022 will not be discharged as of July 23, 2027, the last business day of each fiscal quarter ending on or after July 25, 2027 and prior to April 15, 2028 shall not be an amortization payment date. At any time prior to August 1, 2024, the Company may, at its option, prepay the Term Loans, in whole or in part, at a price equal to 100% of the principal amount, plus a “make-whole” premium described below, plus accrued and unpaid interest, if any, on the Term Loans prepaid to, but not including, the date of prepayment.

Additionally, at any time and from time to time prior to August 1, 2024, the Company may, at its option, prepay up to 40% of the original aggregate principal amount of the Term Loans with the net proceeds of certain equity offerings at a redemption price equal to 108.750% of the principal amount of the Term Loans, together with accrued and unpaid interest, if any, on the Term Loans prepaid to, but not including, the date of prepayment; provided, however, that Term Loans in a principal amount equal to at least 50% of the aggregate principal amount of such Term Loans originally incurred must remain outstanding after such prepayment unless all such Term Loans are prepaid substantially concurrently. At any time and from time to time on and after August 1, 2024, the Company may, at its option, prepay the Term Loans, in whole or in part, at the prepayment prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest, if any, on the Term Loans prepaid, to, but not including, the relevant prepayment date, if prepaid during the twelve-month period commencing on August 1 of the years indicated: year: 2024 and price: 106.563%; year: 2025 and price: 103.281%; year: 2026 and thereafter price: 100.000%. If the Company experiences a “Change of Control” (as defined in the Term Loan Credit Agreement) or sells certain of its assets, the Company will be required to prepay the Term Loans at 101% of the principal amount of such Term Loans being prepaid, subject to certain conditions.

The Company will be required to prepay the loans under the Term Loan Credit Agreement, subject to certain exceptions, in an amount equal to 100% of the net cash proceeds of (i) certain asset sales and (ii) certain debt offerings, subject to reductions to 50% and 0% if specified secured leverage ratio targets are met, subject to specified reinvestment rights. The Term Loan Credit Agreement contains certain covenants, which among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur additional indebtedness; (ii) pay dividends or make other restricted payments; (iii) make loans and investments; (iv) incur liens; (v) sell assets; (vi) enter into affiliate transactions; (vii) enter into certain sale and leaseback transactions; (viii) enter into agreements restricting the Company's subsidiaries' ability to pay dividends; and (ix) merge, consolidate or amalgamate or sell all or substantially all of their property. These covenants are subject to a number of exceptions and qualifications that are described in the Term Loan Credit Agreement.

The Term Loan Credit Agreement provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, failure to comply with other covenants or agreements in the Term Loan Credit Agreement, failure to pay certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy or insolvency. These events of default are subject to a number of qualifications, limitations and exceptions that are described in the Term Loan Credit Agreement.