AMENDMENT NO. 3 TO THE FORBEARANCE AGREEMENTThe Forbearance Agreement • February 3rd, 2009 • Masonite International Inc. • Lumber & wood products (no furniture)
AMENDMENT NO. 3 TO THE FORBEARANCE AGREEMENT, dated as of January 30, 2009 (this “Amendment”), with respect to the Forbearance Agreement dated as of September 15, 2008 (as amended by Amendment No. 1 thereto and Amendment No. 2 thereto, the “Forbearance Agreement”), among Masonite Corporation (the “U.S. Borrower”), Masonite International Corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), Masonite International Inc. (“Holdings”), the Lenders party thereto and The Bank of Nova Scotia, as Administrative Agent (in such capacity, the “Administrative Agent”), relating to the Credit Agreement, dated as of April 6, 2005 (as amended or modified, the “Credit Agreement”) among the Borrowers, Holdings, the Lenders referred to therein and the Administrative Agent.
SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • February 3rd, 2009 • Masonite International Inc. • Lumber & wood products (no furniture) • New York
This Second Amended and Restated Forbearance Agreement is made as of January 30, 2009 (the “Second Amended and Restated Agreement”), and amends and restates that certain Agreement (defined below) by and among Masonite International Inc. (“Holdings”), Masonite Corporation (the “U.S. Issuer”), Masonite International Corporation (the “Canadian Issuer,” together with the U.S. Issuer, the “Issuers”), the indirect and direct subsidiaries identified on the signature pages hereof, as Guarantors (the “Subsidiaries”), and the holders of certain of the Senior Subordinated Notes due 2015 (the “Notes”) that were issued pursuant to (i) that certain Exchange Note Indenture, dated as of October 6, 2006 (as amended or modified, the “U.S. Indenture”), among the U.S. Issuer, Holdings, the Canadian Issuer, as Guarantor and certain Subsidiaries, as Guarantors, and (ii) that certain Exchange Note Indenture, dated as of October 6, 2006 (as amended or modified, the “Canadian Indenture,” together with the U.S.
