0001104659-09-002805 Sample Contracts

AMENDMENT NO. 2 TO THE FORBEARANCE AGREEMENT
The Forbearance Agreement • January 16th, 2009 • Masonite International Inc. • Lumber & wood products (no furniture)

AMENDMENT NO. 2 TO THE FORBEARANCE AGREEMENT, dated as of January , 2009 (this “Amendment”), with respect to the Forbearance Agreement dated as of September 15, 2008 (as amended by Amendment No. 1 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.

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