MANAGEMENT STOCKHOLDER’S AGREEMENT (Name of Executive)Management Stockholder’s Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture) • Ontario
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of June 30, 2005 (the “Effective Date”) between Masonite Holding Corporation, a Canadian corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.
CREDIT AGREEMENT Dated as of April 6, 2005, among STILE U.S. ACQUISITION CORP., as the US Borrower, STILE ACQUISITION CORP., as the Canadian Borrower, STILE CONSOLIDATED CORP., as Guarantor, The Several Lenders from Time to Time Parties Hereto and THE...Credit Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture) • Ontario
THIS CREDIT AGREEMENT, dated as of April 6, 2005, is among STILE U.S. ACQUISITION CORP., a Delaware corporation (the “US Borrower”), STILE ACQUISITION CORP., a corporation organized under the laws of Ontario (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), STILE CONSOLIDATED CORP., a corporation formed under the federal laws of Canada (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), THE BANK OF NOVA SCOTIA, as the Administrative Agent, as the Canadian Administrative Agent and as Joint Lead Arranger and Joint Bookrunner, DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner and as Co-Syndication Agent, UBS SECURITIES LLC, as Joint Bookrunner and Co-Syndication Agent, and BANK OF MONTREAL and SUNTRUST BANK, as Co-Documentation Agents.
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture) • New York
In accordance with the Senior Subordinated Loan Agreement among Masonite Corporation (“Masonite U.S.”), a Delaware corporation, Masonite International Corporation (“Masonite Canada”, and together with Masonite U.S., the “Companies”), a corporation organized under the laws of Ontario, Canada, Masonite International Inc. (the “Parent”), a corporation organized under the federal laws of Canada and the direct parent of the Companies, and the several lenders party thereto, dated as of April 6, 2005, (i) Masonite U.S. proposes to issue to Lenders under the Senior Subordinated Loan Agreement (the “Noteholders”) Senior Subordinated Notes due 2015 (the “U.S. Senior Subordinated Notes”) and (ii) Masonite Canada proposes to issue to Lenders under the Senior Subordinated Loan Agreement Senior Subordinated Notes due 2015 (the “Canadian Senior Subordinated Notes”) upon request. The Subordinated Notes (as defined herein) will be unconditionally guaranteed (the “Guarantees”) on a senior subordinated b
SALE PARTICIPATION AGREEMENTSale Participation Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture) • Ontario
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Masonite Holding Corporation, a Canadian corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of New Options (as defined in the Stockholder’s Agreement) to purchase shares of common stock of the Company (the “Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, KKR Millennium Fund (Overseas), Limited Partnership, an Alberta limited partnership (“KKR Millennium”) and KKR Partners (International) Limited Partnership, an Alberta limited partnership (“KKR Partners”) hereby agree with you as follows, effective upon such grant of an Option:
LIMITED LIABILITY COMPANY AGREEMENT OF PREMDOR FINANCE LLCLimited Liability Company Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture) • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Premdor Finance LLC, a Delaware limited liability company, is entered by the undersigned, as member, and is effective as of November 27, 2000.
SENIOR SUBORDINATED LOAN AGREEMENT Dated as of April 6, 2005, among STILE U.S. ACQUISITION CORP., as the US Borrower, STILE ACQUISITION CORP., as the Canadian Borrower, STILE CONSOLIDATED CORP., as Guarantor, The Several Lenders from Time to Time...Senior Subordinated Loan Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture)
THIS SENIOR SUBORDINATED LOAN AGREEMENT, dated as of April 6, 2005, is among STILE U.S. ACQUISITION CORP., a Delaware corporation (the “US Borrower”), STILE ACQUISITION CORP., a corporation organized under the laws of Ontario (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), STILE CONSOLIDATED CORP., a corporation formed under the federal laws of Canada (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), THE BANK OF NOVA SCOTIA, as the US Administrative Agent, the Canadian Administrative Agent and Joint Lead Arranger and Joint Bookrunner, DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner and as Co-Syndication Agent, UBS SECURITIES LLC, as Joint Bookrunner and Co-Syndication Agent, and BANK OF MONTREAL and SUNTRUST BANK, as Co-Documentation Agents.
WOODLANDS MILLWORK I LTD. LIMITED PARTNERSHIP AGREEMENT BY AND BETWEEN WOODLANDS MILLWORK, INC., A TEXAS CORPORATION, AS GENERAL PARTNER, AND PREMDOR WOODLANDS, INC., A TEXAS CORPORATION, AS LIMITED PARTNER MADE THIS 14TH DAY OF SEPTEMBER, 1989Limited Partnership Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture) • Texas
THIS LIMITED PARTNERSHIP AGREEMENT is made and entered into as of the 14th day of September, 1989, by and between WOODLANDS MILLWORK INC., a Texas corporation (“Woodlands”), as General Partner, and PREMDOR WOODLANDS, INC., a Texas corporation (“PWI”) as the Limited Partner.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2007 • Premdor Finace LLC • Lumber & wood products (no furniture) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2005, among Stile Holding Corp., a Canadian federal corporation (the “Company”), KKR Millennium Fund (Overseas), Limited Partnership, an Alberta limited partnership (“KKR Millennium”) and KKR Partners (International), Limited Partnership, an Alberta limited partnership (“KKR Partners,” and together with KKR Millennium, the “Investors”).
