AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND FACILITY INCREASE AMENDMENTCredit Agreement • November 3rd, 2022 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND FACILITY INCREASE AMENDMENT, dated as of October 28, 2022 (this “Amendment No. 3”), is by and among Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, as administrative agent pursuant to the Credit Agreement as defined below (in such capacity, together with its successors and assigns, in such capacity, “Administrative Agent”), the parties to the Credit Agreement as lenders (individually, each a “Revolving Credit Lender” and collectively, “Revolving Credit Lenders”), Masonite International Corporation, a British Columbia corporation (the “Canadian Borrower” or the “Parent Borrower”), Masonite Corporation, a Delaware corporation (the “Lead U.S. Borrower”), Premdor Crosby Limited, a limited company incorporated in England and Wales (the “Lead U.K. Borrower”) and Door-Stop International Limited, a limited company incorporated in England and Wales (“Door-Stop” and, together with the
SECURITIES PURCHASE AGREEMENT by and among MASONITE CORPORATION, THE COMPANY STOCKHOLDERS, THE COMPANY WARRANT HOLDERS, EPI HOLDINGS, INC., and BRUCE E. PROCTON, AS COMPANY EQUITYHOLDERS’ REPRESENTATIVE Dated as of November 2, 2022Securities Purchase Agreement • November 3rd, 2022 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members • Delaware
SECURITIES PURCHASE AGREEMENT, dated as of November 2, 2022 (this “Agreement”), by and among Masonite Corporation, a Delaware corporation (“Buyer”), Cyprium Investors V LP, a Delaware limited partnership (“Cyprium Investors V”), Cyprium Parallel Investors V LP, a Delaware limited partnership (“Cyprium Parallel V”), 1492 Capital LLC, an Ohio limited liability company (“1492 Capital”), Nationwide Defined Benefit Master Trust, an employee pension plan organized in New York (“Nationwide”), Bruce E. Procton, a natural person, the Rose E. Procton Irrevocable Trust u/a/d 12/31/12, the Alexander M. Procton Irrevocable Trust u/a/d 12/31/12, the Jonas M. Procton Irrevocable Trust u/a/d 12/31/12, Kevin MacDonald, a natural person, Walter Hammond, a natural person, Greg McGehee, a natural person, and Lawrence P. Repar, a natural person, collectively, the “Company Stockholders”), Cyprium Investors V, Cyprium Parallel V, 1492 Capital and Nationwide, collectively, the “Company Warrant Holders”), EPI
