SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of January 31, 2019

among

MASONITE INTERNATIONAL CORPORATION,
as Canadian Borrower and Parent Borrower,

MASONITE CORPORATION
and
THE OTHER U.S. BORROWERS FROM TIME TO TIME PARTY HERETO,
as U.S. Borrowers,

PREMDOR CROSBY LIMITED
and
THE OTHER U.K. BORROWERS FROM TIME TO TIME PARTY HERETO,
as U.K. Borrowers,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and L/C Issuer,

BANK OF AMERICA, N.A.,
as a Syndication Agent,

and

ROYAL BANK OF CANADA,
HSBC BANK USA, NATIONAL ASSOCIATION,
JPMORGAN CHASE BANK, N.A.,
PNC BANK, NATIONAL ASSOCIATION,
REGIONS BANK,
and
TD BANK, N.A.,
as Co-Documentation Agents,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
BANK OF AMERICA, N.A.,
ROYAL BANK OF CANADA,
and
HSBC BANK USA, NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Lead Bookrunners

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Second Amended and Restated Credit Agreement (this “ Agreement ”) dated as of January 31, 2019 among 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 with company number 03227274 (the “ Lead U.K. Borrower ” and, together with any U.K. Subsidiary that becomes a Borrower party to this Agreement after the date hereof, individually and collectively, the “ U.K. Borrower ”), each other borrower from time to time party hereto (collectively with the Lead U.S. Borrower, the Canadian Borrower and the U.K. Borrower, the “ Borrowers ” and, individually, a “ Borrower ”), each lender from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer, BANK OF AMERICA, N.A., as Syndication Agent, ROYAL BANK OF CANADA, HSBC BANK USA, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK, and TD BANK, N.A., as Co-Documentation Agents, and WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., ROYAL BANK OF CANADA, and HSBC BANK USA, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Lead Bookrunners.

PRELIMINARY STATEMENTS

WHEREAS, the Borrowers are parties to the Amended and Restated Credit Agreement, dated as of April 9, 2015 (as amended, supplemented or otherwise modified and in effect immediately prior to the Restatement Effective Date, the “ Existing Credit Agreement ”), entered into by the Borrowers, Masonite Inc. (which has been amalgamated with and into the Parent Borrower), the Administrative Agent, the lenders party thereto (the “ Existing Lenders ”) and the other agents and parties thereto;

WHEREAS, in accordance with Section 10.01 of the Existing Credit Agreement, the Borrowers, the Revolving Credit Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement as provided herein;

WHEREAS, Masonite Primeboard, Inc. was dissolved on December 31, 2018;

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agree that the Existing Credit Agreement shall be (and hereby is) amended and restated in its entirety to read as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.      Defined Terms . AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS HAVE THE MEANINGS SET FORTH BELOW:

“ 2023 Note Indenture ” means the Indenture, dated as of March 23, 2015, among Parent Borrower, certain subsidiaries of Parent Borrower, and Wells Fargo Bank, National Association, as trustee.

“ 2023 Notes ” means $500,000,000 in aggregate principal amount of the Parent Borrower’s Senior Notes due 2023.

“ 2026 Note Indenture ” means the Indenture, dated as of August 27, 2018, among Parent Borrower, certain subsidiaries of Parent Borrower, and Wells Fargo Bank, National Association, as trustee.

“ Accession Agreement ” means a Loan Party Accession Agreement, substantially in the form of Exhibit G hereto, executed and delivered by an Additional Borrower or an Additional Subsidiary Guarantor after the Restatement Effective Date.

“ Additional Borrower ” means each Person that becomes a U.S. Borrower after the Restatement Effective Date by execution of an Accession Agreement as provided in Section 6.12 .

“ Additional Collateral Documents ” has the meaning specified in Section 6.12(b) .

“ Additional Lender ” has the meaning specified in Section 2.13(d) .

“ Additional Loans ” has the meaning specified in Section 2.13(a) .

“ Additional Subsidiary Guarantor ” means each Person that becomes a Subsidiary Guarantor after the Restatement Effective Date by execution of an Accession Agreement.

“ Adjusted LIBO Rate ” means, for any Interest Period with respect to a Eurocurrency Loan for the applicable currency, the quotient obtained (expressed as a decimal, carried out to five decimal places) by dividing (i) the applicable LIBO Rate for such Interest Period by (ii) 1.00 minus the Eurocurrency Reserve Percentage.

“ Administrative Agent ” means Wells Fargo Bank, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent and, with respect to matters relating to the Canadian Revolving Credit Facility, means WFCF Canada, acting on behalf of Wells Fargo Bank.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Borrower Representative and the Revolving Credit Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire substantially in the form of Exhibit C-2 or in any other form approved by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent ” means the Administrative Agent, each syndication agent or documentation agent party hereto from time to time or the Collateral Agent and any successors and assigns in such capacity, and “Agents” means any two or more of them.

“ Agent Parties ” has the meaning specified in Section 10.02(c) .

“ Aggregate Commitments ” means at any time the Revolving Credit Commitments of all the Revolving Credit Lenders.

“ Aggregate Compliance Threshold ” means, at any time, 10% of the Aggregate Commitments at such time.

“ Aggregate Debt Basket Amount ” means, at any date of determination and with respect to Indebtedness incurred under Section 7.02(i) , (vi) , (viii)(B) and (xxi), the greater of (i) $975,000,000 or (ii) 45.0% of Consolidated Total Assets.

“ Agreement ” means this Amended and Restated Credit Agreement.

“ AML Legislation ” has the meaning specified in Section 10.20(a) .

“ Anti-Corruption Laws ” means the FCPA, the U.K. Bribery Act of 2010, as amended, the Corruption of Foreign Public Officials Act (Canada), and all other applicable laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries is located or is doing business.

“ Anti-Money Laundering Laws ” means the applicable laws or rules or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto, including any applicable provision of (a) Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001 (Title III of Pub. L. 107-56), (b) the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), (c) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), (d) the Proceeds of Crime Act 2002 (UK), the Money Laundering Regulations 2007 (UK) and Terrorism Act 2000 (UK) and (e) any other applicable anti-money laundering, anti-terrorist financing, government sanction and “know-you-customer” laws.

“ Applicable Adjusted Percentage ” means, with respect to any Revolving Credit Lender at any time, its percentage of the applicable Facility computed as set forth in the definition of “Applicable Percentage” but with reference only to the Revolving Credit Commitments under such Facility of all non-Defaulting Lenders at such time. Absent the existence of one or more Defaulting Lenders under the applicable Facility at any time of determination, the Applicable Adjusted Percentage of each Revolving Credit Lender under such Facility shall equal its Applicable Percentage. The Applicable Adjusted Percentage of each Revolving Credit Lender shall adjust automatically whenever a Lender Default occurs or ceases to exist under or with respect to an applicable Facility.

“ Applicable Fee Rate ” means 0.25%.

“ Applicable Percentage ” means, on any date of determination, (i) with respect to any U.S. Revolving Credit Lender, the fraction (expressed as a percentage carried out to the ninth decimal place) the numerator of which is such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment on such date and the denominator of which is the U.S. Revolving Credit Facility at such time; provided, that, if the Revolving Credit Commitments have expired or been terminated or reduced to zero, then the numerator shall be such U.S. Revolving Credit Lender’s U.S. Revolving Credit Exposure on such date and the denominator shall be the U.S. Revolving Credit Exposure of all U.S. Revolving Credit Lenders on such date, (ii) with respect to any Canadian Revolving Credit Lender, the fraction (expressed as a percentage carried out to the ninth decimal place) the numerator of which is such Canadian Revolving Credit Lender’s Canadian Revolving Credit Commitment on such date and the denominator of which is the Canadian Revolving Credit Facility at such time; provided, that, if the Canadian Revolving Credit

Commitments have expired or been terminated or reduced to zero, then the numerator shall be such Canadian Revolving Credit Lender’s Canadian Revolving Credit Exposure on such date and the denominator shall be the Canadian Revolving Credit Exposure of all Canadian Revolving Credit Lenders on such date and (iii) with respect to any U.K. Revolving Credit Lender, the fraction (expressed as a percentage carried out to the ninth decimal place) the numerator of which is such U.K. Revolving Credit Lender’s U.K. Revolving Credit Commitment on such date and the denominator of which is the U.K. Revolving Credit Facility at such time; provided, that, if the U.K. Revolving Credit Commitments have expired or been terminated or reduced to zero, then the numerator shall be such U.K. Revolving Credit Lender’s U.K. Revolving Credit Exposure on such date the denominator shall be the U.K. Revolving Credit Exposure of all U.K. Revolving Credit Lenders on such date. The initial Applicable Percentage of each Appropriate Lender for each Facility is set forth opposite the name of such Revolving Credit Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Credit Lender becomes a party hereto, as applicable.

“ Applicable Rate ” means (i) from the Restatement Effective Date to the date on which the Administrative Agent receives a Borrowing Base Certificate pursuant to Section 6.02(l) for the full fiscal month first ending following the Restatement Effective Date, the rates set forth below in Pricing Level 1, and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Average Excess Availability for the most recently ended fiscal month for which a Borrowing Base Certificate has been received by the Administrative Agent pursuant to Section 6.02(l) :

After the first full fiscal month following the Restatement Effective Date, any increase or decrease in the Applicable Rate resulting from a change in the Average Excess Availability shall become effective as of the first Business Day immediately following the date a Borrowing Base Certificate is delivered pursuant to Section 6.02(l) ; provided , however , that if a Borrowing Base Certificate is not delivered when due in accordance with such Section, then Pricing Level 2 shall apply as of the first Business Day after the date on which a Borrowing Base Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date on which such Borrowing Base Certificate is so delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.09(b) .

“ Appraisal ” means an appraisal of the Inventory of the Borrowers prepared by Hilco Appraisal Services or another third party appraisal firm reasonably acceptable to the Administrative Agent and the Parent Borrower.

“ Appropriate Lender ” means, at any time, as applicable, (i) with respect to the U.S. Revolving Credit Facility, a U.S. Revolving Credit Lender at such time, (ii) with respect to the U.S. Letter of Credit Sublimit, (A) a U.S. L/C Issuer and (B) if any U.S. Letters of Credit have been issued, the U.S. Revolving Credit Lenders, (iii) with respect to the Canadian Revolving Credit Facility, a Canadian Revolving Credit Lender at such time, (iv) with respect to the Canadian Letter of Credit Sublimit, (A) a Canadian L/C Issuer and (B) if any Canadian Letters of Credit have been issued, the Canadian Revolving Credit Lenders, (v) with respect to the U.K. Revolving Credit Facility, a U.K. Revolving Credit Lender at such time and (vi) with respect to the U.K. Letter of Credit Sublimit, (A) a U.K. L/C Issuer and (B) if any U.K. Letters of Credit have been issued, the U.K. Revolving Credit Lenders.

“ Approved Foreign Currency ” means, with respect to any Letter of Credit issued by an L/C Issuer, any currency (other than Dollars, Canadian Dollars or Pounds Sterling) approved by such L/C Issuer in which such Letter of Credit is denominated.

“ Approved Fund ” means any Fund that is administered or managed by (i) a Revolving Credit Lender, (ii) an Affiliate of a Revolving Credit Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Revolving Credit Lender.

“ Arranger ” means the collective reference to Wells Fargo Capital Finance, LLC, Bank of America, N.A., Royal Bank of Canada, Deutsche Bank Securities Inc. and Barclays Bank PLC, in their capacities as joint lead arrangers and joint lead bookrunners.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Revolving Credit Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Administrative Agent, in substantially in the form of Exhibit C-1 hereto or any other form approved by the Administrative Agent in its reasonable discretion.

“ Attributable Indebtedness ” means, at any date, (i) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (ii) in respect of any Synthetic Lease Obligation of any Person, the capitalized or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement were accounted for as a Capital Lease, and (iii) in respect of any Sale/Leaseback Transaction, the lesser of (A) the present value, discounted in accordance with GAAP at the interest rate implicit in the related lease, of the obligations of the lessee for net rental payments over the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor be extended) and (B) the fair market value of the assets subject to such transaction.

“ Audited Financial Statements ” means the audited consolidated balance sheet of the Parent Borrower and its Consolidated Subsidiaries for the fiscal year ended December 31, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Parent Borrower and its Consolidated Subsidiaries, including the notes thereto.

“ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) .

“ Availability Period ” means the period from and including the Restatement Effective Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.05 and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02 .

“ Availability Reserve ” means, on any date of determination and with respect to the U.S. Borrowing Base, the Canadian Borrowing Base or the U.K. Borrowing Base, as the case may be, the sum (without duplication) of: (i) the Rent and Charges Reserve; (ii) the Cash Management Reserve, Canadian Secured Hedge Reserve, U.K. Secured Hedge Reserve and U.S. Secured Hedge Reserve; (iii) all accrued Royalties of, (x) in the case of the U.S. Borrowing Base, the U.S. Borrowers, (y) in the case of the Canadian Borrowing Base, the Canadian Loan Parties and (z) in the case of the U.K. Borrowing Base, the U.K. Loan Parties; (iv) the aggregate amount of liabilities secured by Liens upon Eligible Collateral that are senior to the Administrative Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default, if any, arising therefrom); (v) the Canadian Priority Payables Reserve; (vi) the Dilution Reserve; (vii) reserves equal to three months of fees and other amounts payable under the Genpact Contract or any similar successor service contract; (viii) the In-Transit Adjustment Reserves; (ix) a reserve established in the Credit Judgment of Administrative Agent to reflect fluctuations in the exchange rate of any Approved Foreign Currency into Dollars, Canadian Dollars or Pounds Sterling with respect to U.S. L/C Obligations, Canadian L/C Obligations or U.K. L/C Obligations denominated in such Approved Foreign Currency, (x) the U.K. Priority Payables Reserve, (xi) the Springing Maturity Date Debt Reserve (if any) or (xii) such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent in its Credit Judgment may deem necessary or appropriate to impose from time to time. Except for purposes of determining compliance with Section 4.02(d) , no Availability Reserve pursuant to clause (xii) above may be established or increased except upon not less than five Business Days’ notice to the Parent Borrower (unless an Event of Default exists, in which event no notice shall be required). The Administrative Agent will be available during such period to discuss any such proposed Availability Reserve or increase with the Borrowers and, without limiting the right of the Administrative Agent to establish or increase such Availability Reserves in the Administrative Agent’s Credit Judgment, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Availability Reserve may be taken with respect to the Receivables that are deemed ineligible for the inclusion into the Eligible Collateral by virtue of clause (vi) of the definition of Eligible Receivables. The amount of any Availability Reserve established by the Administrative Agent shall have a reasonable relationship as determined by the Administrative Agent in its Credit Judgment to the event, condition or other matter that is the basis for the Availability Reserve. Notwithstanding anything herein to the contrary, circumstances, conditions, events or contingencies arising prior to the Restatement Effective Date of which the Administrative Agent had actual knowledge prior to the Restatement Effective Date shall not be the basis for the establishment of the Availability Reserves unless the Administrative Agent establishes such Availability Reserve on the Restatement Effective Date or such circumstances, conditions, events or contingencies shall have changed since the Restatement Effective Date in any material respect.

“ Average Canadian Revolving Credit Facility Balance ” means, for any period, the amount obtained by adding the Dollar Equivalent of the Outstanding Amount of Canadian Revolving Credit Loans and Canadian L/C Obligations at the end of each day for the period in question and by dividing such sum by the number of days in such period.

“ Average Excess Availability ” means, on any date of determination, the amount obtained by adding the amount of Excess Availability (plus, solely for purposes of determining the Applicable Rate hereunder, the amount of Qualified Cash) at the end of each day during a stipulated consecutive Business Day, calendar day or fiscal quarter period and by dividing such sum by the number of Business Days or calendar days, as the case may be, in such period.

“ Average Revolving Credit Facility Balance ” means, for any period, the sum of (a) the Average Canadian Revolving Credit Facility Balance, (b) the Average U.K. Revolving Credit Facility Balance and (c) the Average U.S. Revolving Credit Facility Balance.

“ Average U.K. Revolving Credit Facility Balance ” means, for any period, the amount obtained by adding the Dollar Equivalent of the Outstanding Amount of U.K. Revolving Credit Loans and U.K. L/C Obligations at the end of each day for the period in question and by dividing such sum by the number of days in such period.

“ Average U.S. Revolving Credit Facility Balance ” means, for any period, the amount obtained by adding the Outstanding Amount of U.S. Revolving Credit Loans and U.S. L/C Obligations at the end of each day for the period in question and by dividing such sum by the number of days in such period.

“ BA Rate ” means the average rate per annum as reported on the Reuters Screen CDOR Page (or any successor page or such other page or commercially available service displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as the Administrative Agent may designate from time to time, or if no such substitute service is available, the rate quoted by a Schedule I bank under the Bank Act (Canada) selected by the Administrative Agent at which such bank is offering to purchase Canadian Dollar bankers’ acceptances) as of 10:00 a.m. Eastern (Toronto) time on the date of commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the BA Rate Loan requested (whether as an initial BA Rate Loan or as a continuation of a BA Rate Loan or as a conversion of a Canadian Base Rate Loan to a BA Rate Loan) by Canadian Borrower in accordance with this Agreement (and, if any such reported rate is below zero, then the rate shall be deemed to be zero). Each determination of the BA Rate shall be made by the Administrative Agent and shall be conclusive in the absence of manifest error.

“ BA Rate Loan ” means any Canadian Revolving Credit Loan denominated in Canadian Dollars bearing interest at a rate determined by reference to the BA Rate.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority.

“ Bail-In Legislation ” means, with respect to any EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank Levy ” means the United Kingdom Tax known as the “bank levy” as enacted in Schedule 19 of the Finance (No.3) Act 2011 and any similar levy or tax imposed by the United Kingdom which is calculated on the basis of, or in relation to, a Secured Party’s or its Affiliates’ balance sheet or capital base or any part of that person’s liabilities or minimum regulatory capital (or any combination thereof).

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“ Base Rate ” means (a) the U.S. Base Rate with respect to Base Rate Loans denominated in U.S. Dollars, and (b) the U.K. Base Rate with respect to Base Rate Loans denominated in Pounds Sterling.

“ Base Rate Loan ” means a Revolving Credit Loan or a Swingline Loan that bears interest based on the Base Rate.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“ Beneficial Ownership Regulation ” means 31 C.F.R. Section 1010.230.

“ BIA ” means the Bankruptcy and Insolvency Act (Canada) and any rule or regulation issued thereunder, in effect from time to time.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrower Representative ” means the Parent Borrower.

“ Borrowers ” means the Canadian Borrower, the U.K. Borrower and the U.S. Borrowers, collectively.

“ Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Loans or Swingline Loans of the same Type and, in the case of Eurocurrency Loans or BA Rate Loans, having the same Interest Period made by each of the Appropriate Lenders pursuant to Section 2.01 .

“ Borrowing Base ” means any of the U.S. Borrowing Base, the Canadian Borrowing Base, the U.K. Borrowing Base and/or the Total Borrowing Base, as the context may require.

“ Borrowing Base Certificate ” means a certificate, substantially in the form of Exhibit I hereto, of the chief financial officer, chief accounting officer, treasurer or other financial officer of the Parent Borrower delivered to the Revolving Credit Lenders pursuant to Section 4.01(a)(xii) , 4.02(e) or 6.02(l) , as applicable, and setting forth in reasonable detail the calculation of each Borrowing Base as of the date required by such Section.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, (x) with respect to the U.S. Revolving Credit Facility, the state where the Administrative Agent’s Office is located, (y) with respect to the Canadian Revolving Credit Facility, the jurisdiction where the Administrative Agent’s principal Canadian lending Affiliate or branch is located or (z) with respect to the U.K. Revolving Credit Facility, London, England, except that (i) when used in Section 2.03 with respect to any action taken by or with respect to any L/C Issuer, the term “ Business Day ” shall not include any day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where such L/C Issuer’s Lending Office is located, and (ii) if such day relates to any Eurocurrency Loan, such day shall also be a

day on which dealings in Dollar or Pounds Sterling deposits, as applicable, are conducted by and between banks in the London interbank Eurocurrency market.

“ CAM ” means the mechanism for the allocation and exchange of interests in the Revolving Credit Loans, participations in Letters of Credit and collections thereunder established pursuant to Section 8.04 .

“ CAM Exchange ” means the exchange of the Revolving Credit Lenders’ interests provided for in Section 8.04 .

“ CAM Exchange Date ” means the first date after the Restatement Effective Date on which there shall occur (i) any Event of Default under clause (f) or (g) of Section 8.01 with respect to any Borrower or (ii) an acceleration of Revolving Credit Loans pursuant to Section 8.02(ii) .

“ CAM Percentage ” means, as to each Revolving Credit Lender, a fraction, expressed as a decimal, of which (i) the numerator shall be the sum, without duplication, of the Dollar Equivalents of (A) the Canadian Revolving Credit Exposure, if any, of such Revolving Credit Lender, (B) the U.S. Revolving Credit Exposure, if any, of such Revolving Credit Lender, (C) the U.K. Revolving Credit Exposure, if any ,of such Revolving Credit Lender and (D) the aggregate amount of any other Senior Credit Obligations otherwise owed to such Revolving Credit Lender pursuant to the Loan Documents, in each case immediately prior to the CAM Exchange Date, and (ii) the denominator shall be the sum of the Dollar Equivalents of (A) the aggregate Canadian Revolving Credit Exposure of all the Revolving Credit Lenders, (B) the aggregate U.S. Revolving Credit Exposure of all Revolving Credit Lenders, (C) the aggregate U.K. Revolving Credit Exposure of all Revolving Credit Lenders and (D) the aggregate amount of any other Senior Credit Obligations otherwise owed to all Revolving Credit Lenders pursuant to the Loan Documents, in each case immediately prior to the CAM Exchange Date.

“ Canadian Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the BA Rate existing on such day (which rate shall be calculated based upon an Interest Period of one (1) month), plus one (1) percentage point, and (b) the “prime rate” for Canadian Dollar commercial loans made in Canada as reported by Thomson Reuters under Reuters Instrument Code <CAPRIME=> on the “CA Prime Rate (Domestic Interest Rate) – Composite Display” page (or any successor page or such other commercially available service or source (including the Canadian Dollar “prime rate” announced by a Schedule I bank under the Bank Act (Canada)) as the Administrative Agent may designate from time to time) and, if any such rate is below zero, then such rate shall be deemed to be zero. Each determination of the Canadian Base Rate shall be made by the Administrative Agent and shall be conclusive in the absence of manifest error.

“ Canadian Base Rate Loan ” means any Canadian Revolving Credit Loan or Canadian Swingline Loan denominated in Canadian Dollars bearing interest computed by reference to the Canadian Base Rate.

“ Canadian Borrower ” means the Parent Borrower.

“ Canadian Borrowing Base ” means, on any date of determination, an amount equal to the Dollar Equivalent of the Loan Value of the Eligible Collateral of the Canadian Loan Parties, less the Dollar Equivalent of the Availability Reserve to the extent attributable to the Canadian Loan Parties, the Canadian Finance Obligations or the Canadian Collateral in the Administrative Agent’s Credit Judgment on such date.

“ Canadian Cash Management Bank ” means any Person that, at the time it enters into a Cash Management Agreement, is a Canadian Revolving Credit Lender or an Affiliate of a Canadian Revolving Credit Lender, in its capacity as a party to such Cash Management Agreement, in each case in respect of services provided under such Cash Management Agreement to a Canadian Loan Party or a Foreign Subsidiary of a Loan Party.

“ Canadian Collateral ” means all of the “Collateral” referred to in the Canadian Collateral Documents and all of the other property and assets that are or are required under the terms hereof or of the Canadian Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Canadian Collateral Documents ” means, collectively, the Canadian Security Agreement, the Deed of Hypothec, the Canadian Depositary Bank Agreements, any Additional Collateral Documents, any additional pledges or security agreements that create or purport to create a Lien on Canadian Collateral in favor of the Collateral Agent for the benefit of the Secured Parties and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.

“ Canadian Depositary Bank Agreement ” means an agreement among a Canadian Loan Party, a bank or other depositary institution and the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

“ Canadian Dollar ” or “ Cdn. $ ” means Canadian Dollars, the lawful currency of Canada.

“ Canadian Employee ” means any employee or former employee of a Canadian Loan Party.

“ Canadian Employee Benefits Legislation ” means the Pension Benefits Standards Act (British Columbia), Pension Benefits Act (Ontario), the Supplemental Pension Plans Act (Québec) and any other Canadian federal, provincial or local counterparts or equivalents, in each case, as applicable and as amended from time to time.

“ Canadian Excess Availability ” means, at any time, (i) the lesser of (x) the Canadian Revolving Credit Facility and (y) (1) the Total Available Canadian Borrowing Base at such time, as determined from the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Administrative Agent pursuant to Section 6.02(m) hereof minus (2) the Utilized Total Available Canadian Borrowing Base at such time, minus (ii) the Total Canadian Revolving Credit Outstandings.

“ Canadian Finance Obligations ” means, at any date, (i) all Senior Credit Obligations in respect of the Canadian Revolving Credit Facility, (ii) all Swap Obligations permitted hereunder then owing under any Canadian Secured Hedge Agreement to any Canadian Hedge Bank and (iii) all Cash Management Obligations then owing under any Canadian Secured Cash Management Agreement to a Cash Management Bank.

“ Canadian Guarantee ” means collectively, the Amended and Restated Canadian Guarantee made by the Canadian Guarantors in favor of the Secured Parties, substantially in the form of Exhibit E-2 , together with each other guaranty and guaranty supplement delivered, whether pursuant to Section 6.12 or otherwise.

“ Canadian Guarantors ” means the Canadian Subsidiaries of the Parent Borrower listed on Schedule 6.12 and each other Canadian Subsidiary of the Parent Borrower that shall execute and deliver

an Accession Agreement or other guaranty or guaranty supplement, whether pursuant to Section 6.12 or otherwise.

“ Canadian Hedge Bank ” means any Hedge Bank that is party to a Canadian Secured Hedge Agreement.

“ Canadian L/C Advance ” means, with respect to each Canadian Revolving Credit Lender, such Canadian Revolving Credit Lender’s funding of its participation in any Canadian L/C Borrowing in accordance with its Applicable Adjusted Percentage.

“ Canadian L/C Borrowing ” means an extension of credit resulting from a drawing under any Canadian Letter of Credit which has not been reimbursed on the date when made or refinanced as a Canadian Revolving Credit Borrowing.

“ Canadian L/C Credit Extension ” means, with respect to any Canadian Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ Canadian L/C Issuer ” means (i) Toronto Dominion Bank in its capacity as issuer of Canadian Letters of Credit hereunder, and its successor issuer or successors in such capacity, (ii) each Canadian Revolving Credit Lender listed in Schedule 2.03 hereto as the issuer of an Existing Letter of Credit; (iii) Bank of America, N.A. or any of its Affiliates, (iv) Wells Fargo Bank or any of its any branches and Affiliates and (v) any other Revolving Credit Lender which the Borrower Representative shall have designated as a “Canadian L/C Issuer” by prior written notice to the Administrative Agent with the prior written consent of such other Revolving Credit Lender. Each reference herein to Toronto Dominion Bank solely in it capacity as Canadian L/C Issuer, shall be deemed to be the collective reference to Toronto Dominion Bank and Wells Fargo Bank.

“ Canadian L/C Obligations ” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Canadian Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Canadian Letters of Credit, including all Canadian L/C Borrowings. For purposes of computing the amount available to be drawn under any Canadian Letter of Credit, the amount of such Canadian Letter of Credit shall be determined in accordance with Section 1.06 . For all purposes of this Agreement, if on any date of determination a Canadian Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Canadian Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Canadian Letter of Credit ” means any standby letter of credit, sight commercial letter of credit or foreign guaranty (or with the consent of Administrative Agent, any similar instrument) issued under the Canadian Revolving Credit Facility.

“ Canadian Letter of Credit Sublimit ” means an amount equal to $35,000,000 (or the Equivalent Amount thereof). The Canadian Letter of Credit Sublimit is part of, and not in addition to, the Canadian Revolving Credit Facility.

“ Canadian Loan Parties ” means the Canadian Borrower and the Canadian Guarantors.

“ Canadian Overadvance ” has the meaning specified in Section 2.01(e) .

“ Canadian Overadvance Loan ” means a Canadian Revolving Credit Loan made when a Canadian Overadvance exists or is caused by the funding thereof.

“ Canadian Overnight Rate” means the Bank of Canada overnight rate, which is the rate of interest charged by the Bank of Canada on one-day loans to financial institutions, for such day.

“ Canadian Payment Account ” means the Canadian Dollar account, the U.S. Dollar account or the Pounds Sterling account of the Administrative Agent to which all monies constituting proceeds of Canadian Collateral shall be transferred from time to time in accordance with the provisions of the Canadian Security Agreement.

“ Canadian Pension Plan ” means a pension plan that is a “registered pension plan” as defined in the Income Tax Act (Canada) or is subject to the funding requirements of Canadian Employee Benefits Legislation in any Canadian jurisdiction, and is sponsored or administered by the Parent Borrower or any of its Subsidiaries and its applicable Canadian Employees, excluding the Canadian Pension Plan maintained by the Government of Canada or the Quebec Pension Plan maintained by the Province of Québec and excluding any Canadian Union Plans.

“ Canadian Priority Payables ” means, at any time, with respect to the Canadian Borrowing Base:

(i)      the amount of all liabilities due and owing by the Canadian Borrower and any other Canadian Loan Party, or the accrued amount for which each of the Canadian Borrower and any other Canadian Loan Party has an obligation to remit, to a Governmental Authority or other Person pursuant to any applicable Law, rule or regulation in respect of: (A) government royalties or pension fund obligations; (B) employment insurance; (C) goods and services taxes, sales taxes, employee income taxes and other taxes payable or to be remitted or withheld; (D) workers’ compensation; (E) vacation or overtime pay; (F) severance, employee deductions or wages; and (G) other like charges and demands; in each case, in respect of which any Governmental Authority or other Person may claim a security interest, hypothec, prior claim, trust or other claim or Lien ranking or capable of ranking prior to or pari passu with one or more of the Liens granted in the Collateral Documents; and

(ii)      the aggregate amount of any other liabilities of the Canadian Borrower and any other Canadian Loan Parties (A) in respect of which a trust has been or may be imposed on any Collateral to provide for payment or (B) which are secured by a security interest, hypothec, prior claim, pledge, charge, right, claim or other Lien on any Collateral, in each case, pursuant to any applicable Law, rule or regulation and which trust, security interest, hypothec, prior claim, pledge, charge, right, claim or other Lien ranks or is capable of ranking prior to or pari passu with one or more of the Liens granted in the Collateral Documents.

“ Canadian Priority Payables Reserve ” means, on any date of determination for the Canadian Borrowing Base, a reserve established from time to time by the Administrative Agent in its reasonable Credit Judgment in such amount as the Administrative Agent may determine reflects the Dollar Equivalent of the unpaid or unremitted Canadian Priority Payables.

“ Canadian Protective Advances ” has the meaning specified in Section 2.01(g) .

“ Canadian Reference Bank ” means The Toronto-Dominion Bank or its successor.

“ Canadian Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Canadian Revolving Credit Loans of the same Type and, in the case of Eurocurrency Loans and BA Rate Loans, having the same Interest Period made by each of the Canadian Revolving Credit Lenders pursuant to Section 2.01(b) and shall be deemed to include any Canadian Overadvance Loan and, to the extent attributed to the Canadian Collateral in the Administrative Agent’s Credit Judgment, Protective Advances made hereunder.

“ Canadian Revolving Credit Commitment ” means, as to each Canadian Revolving Credit Lender, its obligation to (i) make Canadian Revolving Credit Loans to the Canadian Borrower pursuant to Section 2.01(b) and (ii) purchase participations in Canadian L/C Obligations and Canadian Swingline Loans of an aggregate principal amount (expressed in Dollars) at any one time outstanding not to exceed the amount set forth opposite such Revolving Credit Lender’s name on Schedule 2.01 under the caption “Canadian Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Revolving Credit Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, in each case, as the same may be increased pursuant to Section 2.13 . The Canadian Revolving Credit Commitments are a sublimit of the U.S. Revolving Credit Commitments.

“ Canadian Revolving Credit Commitment Increase Lender ” has the meaning specified in Section 2.13(i)(ii) .

“ Canadian Revolving Credit Exposure ” means, with respect to any Appropriate Lender at any time, the Outstanding Amount of Canadian Revolving Credit Loans of such Canadian Revolving Credit Lender plus such Canadian Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of Canadian L/C Obligations with respect to Canadian Letters of Credit plus such Canadian Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of Canadian Swingline Loans.

“ Canadian Revolving Credit Facility ” means, at any time, the aggregate Dollar Equivalent of the amount of the Canadian Revolving Credit Lenders’ Canadian Revolving Credit Commitments at such time.

“ Canadian Revolving Credit Lender ” means each financial institution listed on Schedule 2.01 as a “Canadian Revolving Credit Lender” (provided that such Person, or an Affiliate of such Person, also has a U.S. Revolving Credit Commitment), as well as any Person that becomes a “Canadian Revolving Credit Lender” ( provided that such Person or an Affiliate of such Person also has a U.S. Revolving Credit Commitment) hereunder pursuant to Section 2.13 or 10.06 .  Each Canadian Revolving Credit Lender is a financial institution that is listed on Schedule I, II, or III of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada), and if such financial institution is not resident in Canada and is not deemed to be resident in Canada for purposes of the Income Tax Act (Canada), that financial institution deals at arm's length with each Canadian Loan Party for purposes of the Income Tax Act (Canada) (it being understood and agreed that, notwithstanding the foregoing, HSBC Bank USA, National Association shall constitute a Canadian Revolving Credit Lender hereunder and it is not resident in Canada and is not deemed to be resident in Canada for purposes of the Income Tax Act (Canada) and deals at arm’s length with each Canadian Loan Party for purposes of the Income Tax Act (Canada).

“ Canadian Revolving Credit Loan ” has the meaning specified in Section 2.01(b) and shall be deemed to include any Canadian Overadvance Loan and, to the extent attributed to the Canadian Collateral in the Administrative Agent’s Credit Judgment, Canadian Protective Advance made hereunder.

“ Canadian Secured Cash Management Agreement ” means any Secured Cash Management Agreement that is entered into by and between any Canadian Loan Party or any Foreign Subsidiary of a Loan Party and any Canadian Cash Management Bank.

“ Canadian Secured Hedge Agreement ” means any Secured Hedge Agreement that is entered into by and between any Canadian Loan Party or any Foreign Subsidiary of a Loan Party and any Canadian Hedge Bank.

“ Canadian Secured Hedge Reserve ” means, on any date of determination, with respect to the Canadian Borrowing Base, the aggregate amount of reserves established by the Administrative Agent from time to time in its Credit Judgment in respect of Canadian Finance Obligations under Canadian Secured Hedge Agreements, which shall be equal to the sum of the Dollar Equivalents of all such Canadian Finance Obligations as reported to the Administrative Agent by each Canadian Hedge Bank from time to time.

“ Canadian Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, the Canadian Revolving Credit Lenders, each Canadian L/C Issuer, the Canadian Hedge Banks, the Canadian Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 , and the other Persons to whom the Canadian Finance Obligations are owing and which are, or are purported to be, secured by the Canadian Collateral under the terms of the Canadian Collateral Documents.

“ Canadian Security Agreement ” means the Amended and Restated Security Agreement, substantially in the form of Exhibit F-2 hereto, among Masonite Inc., the Parent Borrower, the Canadian Guarantors and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

“ Canadian Subsidiary ” means any direct or indirect Subsidiary of the Parent Borrower which is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

“ Canadian Swingline Borrowing ” means a Borrowing consisting of Canadian Swingline Loans.

“ Canadian Swingline Lender ” means WFCF Canada and its successors and assigns.

“ Canadian Swingline Loan ” has the meaning specified in Section 2.01(i) .

“ Canadian Swingline Sublimit ” means an amount equal to $25,000,000 or the Equivalent Amount thereof. The Canadian Swingline Sublimit is part of, and not in addition to, the Canadian Revolving Credit Facility.

“ Canadian Union Plan ” means any registered pension plan for the benefit of Canadian Employees that is not maintained, sponsored or administered by a Canadian Loan Party, but to which a Canadian Loan Party is required to contribute pursuant to a collective agreement or participation agreement.

“ Capital Lease ” of any Person means any lease of (or other arrangement conveying the right to use) property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP (without giving effect to ASC 842), be required to be accounted for as a capital lease on the balance sheet of such Person.

“ Capital Lease Obligations ” means, with respect to any Person, all obligations of such Person as lessee under Capital Leases, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP as in effect on the Restatement Effective Date.

“ Cash Collateral Account ” means a blocked, non-interest bearing deposit account of one or more of the Loan Parties at Wells Fargo Bank (or another commercial bank selected in compliance with Section 6.16 ) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent, subject to the appropriate Depositary Bank Agreement.

“ Cash Collateralize ” has the meaning specified in Section 2.03(g) .

“ Cash Dominion Event ” means either (i) the occurrence and continuance of a Specified Default or (ii) the failure of the Loan Parties to maintain Excess Availability of at least 10% of the Revolving Credit Facility for five consecutive Business Days. For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing (i) so long as such Specified Default is continuing and has not been cured, waived or otherwise remedied, and/or (ii) if the Cash Dominion Event arises under clause (ii) above, until (1) Excess Availability exceeds 10% of the Revolving Credit Facility for thirty consecutive days and (2) the Administrative Agent shall have received the most current Borrowing Base Certificate which reflects that Excess Availability exceeds the greater of such amounts for such 30 consecutive day period. In each case of clause (i) and (ii) above, if such Cash Dominion Event is no longer continuing (a “ Cash Dominion Termination ”), such Cash Dominion Event shall terminate immediately other than in respect of any U.K. Loan Party.

“ Cash Dominion Termination ” has the meaning set forth in the definition of “Cash Dominion Event”.

“ Cash Equivalents ” means, as at any date of determination, any of the following types of Investments:

(1) securities issued or directly and fully guaranteed or insured by the United States or any agency, instrumentality or sponsored corporation thereof and backed by the full faith and credit of the United States, and in each case having maturities of not more than 12 months from the date of acquisition;

(2)      U.S. Dollar denominated time deposits, certificates of deposit, overnight bank deposits and bankers’ acceptances having maturities within one year from the date of acquisition thereof issued by any lender under this Agreement or any commercial bank of recognized standing, having capital and surplus in excess of $250,000,000;

(3)      repurchase obligations for underlying securities of the types described in clauses (1) and (2) above and entered into with any commercial bank meeting the qualifications specified in clause (2) above;

(4)      other investment instruments having maturities within 180 days from the date of acquisition thereof issued by financial institutions having capital and surplus in excess of $500,000,000;

(5)      readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having maturities within 180 days from the date of acquisition thereof and having, at the time of acquisition thereof, one of the two highest rating categories obtainable from

either Moody’s or S&P (or if at such time neither is issuing ratings, then a comparable rating of another NRSRO);

(6)      commercial paper rated, at the time of acquisition thereof, at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of another NRSRO), in each case maturing within one year after the date of acquisition;

(7)      investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (6) above;

(8)      repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority Lien (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(9)      in the case of any Foreign Subsidiary, (x) certificates of deposit or bankers’ acceptances, in each case maturing not more than one year from the date of acquisition by such Foreign Subsidiary, of any bank organized under the laws of the United States, Canada, Chile, Japan, Mexico or any country that is, or was as of the Restatement Effective Date, a member of the European economic and monetary union and either (i) whose short term commercial paper, at the time of acquisition thereof, is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of another NRSRO), or, if no such commercial paper rating is available, a long-term debt rating, at the time of acquisition thereof, of at least A or the equivalent thereof by S&P or at least A-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of another NRSRO), or (ii) having capital and surplus in excess of $250,000,000, (y) overnight deposits and demand deposit accounts maintained with any bank that such Foreign Subsidiary regularly transacts business and (z) securities of the type and maturity described in clause (1) above but issued by the principal governmental authority in which such Foreign Subsidiary is organized so long as such security has the highest rating available from either S&P or Moody’s;

(10)      Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of one year or less from the date of acquisition; and

(11)      U.S. Dollars, Canadian Dollars, Japanese yen, Pounds Sterling, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business.

“ Cash Management Agreement ” means any agreement to provide (a) cash management services (other than Letters of Credit or Swap Contracts), including treasury, depository, controlled disbursement, lockbox, overdraft, credit or debit card, electronic funds transfer, automated clearinghouse transfer, wire transfer, e-payable services, information reporting, stop payment services, and other cash management arrangements, and (b) other banking products or services (other than Letters of Credit or Swap Contracts), including purchase cards or stored value cards.

“ Cash Management Bank ” means a U.S. Cash Management Bank, a Canadian Cash Management Bank and/or a U.K. Cash Management Bank, as the context may require.

“ Cash Management Obligation ” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person under or in respect of a Cash Management Agreement.

“ Cash Management Reserve ” means, on any date of determination, the aggregate amount of reserves established by the Administrative Agent from time to time in its Credit Judgment against the U.S. Borrowing Base, the Canadian Borrowing Base or the U.K. Borrowing Base in respect of Cash Management Obligations, which shall not exceed the sum of the Dollar Equivalent of all Cash Management Obligations as reported to the Administrative Agent by each Cash Management Bank.

“ Casualty ” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.

“ Casualty Insurance Policy ” means any insurance policy maintained by any Group Company covering losses with respect to Casualties.

“ CCAA ” means the Companies’ Creditors Arrangement Act (Canada) and any rule or regulation issued thereunder, in effect from time to time.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline, rule or directive (whether or not having the force of law) by any Governmental Authority. The Dodd-Frank Wall Street Reform and Consumer Protection Act, the Basel Committee on Banking Supervision and all requests, rules, guidelines or directives promulgated thereunder or in connection therewith shall be deemed to have gone into effect after the date hereof regardless of the date actually enacted, adapted, promulgated or issued.

“ Change of Control ” means the occurrence of any of the following events:

(i)      (A) the Parent Borrower shall cease, directly or indirectly, to own and control legally and beneficially 100% of the Equity Interests of the Borrowers (other than the Parent Borrower) on a fully diluted basis assuming the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable); or

(ii)      any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) or “offeror” (as defined in section 1.1 (Definitions) of Multilateral Instrument 62-104 – Take Over Bids and Issuer Bids applicable in the Province of British Columbia, Canada ) has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or under the Securities Act (British Columbia), as applicable), except that a person or group shall be deemed to have “beneficial ownership” of all securities that any such person or group has the right to acquire upon the conversion or exercise of outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable), directly or indirectly, by way of merger, consolidation or otherwise, of more than 50% of the Voting

Securities of the Parent Borrower on a fully-diluted basis after giving effect to the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable); or

(iii)      during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent Borrower ceases to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (y) and clause (z) , any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(iv)      any “Change of Control” under the Note Documents.

“ Civil Code ” means the Civil Code of Québec.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means the U.S. Collateral, the Canadian Collateral and the U.K. Collateral.

“ Collateral Agent ” means Wells Fargo Bank, in its capacity as collateral agent and/or security trustee for the Secured Parties under the Collateral Documents, and its successor or successors in such capacity.

“ Collateral Documents ” means the U.S. Collateral Documents, the Canadian Collateral Documents and the U.K. Collateral Documents.

“ Committed Loan Notice ” means a notice of (i) a Borrowing, (ii) a conversion of Revolving Credit Loans from one Type to the other or (iii) a continuation of Eurocurrency Loans or BA Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A-1 .

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended, the rules and regulations promulgated thereunder, and any successor statute.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

“ Condemnation ” means any taking by a Governmental Authority of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

“ Condemnation Award ” means all proceeds of any Condemnation or transfer in lieu thereof.

“ Consolidated Capital Expenditures ” means, for any period, the aggregate amount of all expenditures (whether paid in cash or other consideration or accrued as a liability) that would, in accordance with GAAP, be included as “additions to property, plant and equipment” and other capital expenditures of the Parent Borrower and its Consolidated Restricted Subsidiaries for such period, as the same are or would be set forth in a consolidated statement of cash flows of the Parent Borrower and its Consolidated Restricted Subsidiaries for such period (including that portion of Capital Leases that is capitalized on the consolidated balance sheet of the Parent Borrower and its Consolidated Restricted Subsidiaries), but excluding, without duplication (to the extent that they would otherwise be included):

(i)      any such expenditures made for the replacement or restoration of assets to the extent paid for by any Casualty Insurance Policy or Condemnation Award with respect to the asset or assets being replaced or restored to the extent such expenditures are permitted under the Loan Documents;

(ii)      any such expenditures to the extent the Parent Borrower or any of its Consolidated Restricted Subsidiaries has received reimbursement in cash from a third party other than the Parent Borrower or one or more of its Consolidated Restricted Subsidiaries and for which none of the Parent Borrower or any of its Consolidated Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person;

(iii)      the book value of any asset owned by the Parent Borrower or a Consolidated Restricted Subsidiary prior to or during such period which is included as an addition to property, plant and equipment or other capital expenditures of the Parent Borrower and its Consolidated Restricted Subsidiaries for such period as a result of one or more of them reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period except that, for purposes of this clause (iii) , (A) any expenditure necessary in order to permit such asset to be reused shall be included as Consolidated Capital Expenditures during the period that such expenditure is actually made and (B) such book value shall have been included in Consolidated Capital Expenditures when such asset was originally acquired;

(iv)      the purchase price of assets purchased during such period to the extent the consideration therefor consists of any combination of (A) assets traded in at the time of such purchase and (B) the proceeds of a concurrent sale of assets, in each case in the ordinary course of business;

(v)      the purchase price of assets purchased substantially contemporaneously with the trade-in of existing assets to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time;

(vi)      any such expenditures made with the proceeds of the issuance of Equity Interests or the incurrence of any Indebtedness (other than the Revolving Credit Loans) permitted under this Agreement;

(vii)      expenditures which constitute consideration paid in respect of Permitted Acquisitions and other Investments permitted under Section 7.03 (xix) and (xx) ; and

(viii)      any such expenditures made in connection with the consummation of the MACT Transaction.

“ Consolidated Cash Dividends ” means at any date the aggregate amount of all Restricted Payments paid in cash by the Parent Borrower or by any Restricted Subsidiary of the Parent Borrower to any Person other than the Parent Borrower or a Wholly-Owned Subsidiary of the Parent Borrower that is a Restricted Subsidiary during the most recently completed Measurement Period.

“ Consolidated Cash Interest Expense ” means at any date Consolidated Interest Expense that has been paid or is payable in cash for the most recently completed Measurement Period, other than (to the extent, but only to the extent, included in the determination of Consolidated Interest Expense for such period in accordance with GAAP): (i) amortization of debt discount and debt issuance fees and (ii) amortization of financing fees (including underwriting fees and expenses paid in connection with the consummation of the Transaction or Permitted Acquisitions).

“ Consolidated Cash Taxes ” means at any date (i) the aggregate amount of all taxes based on income of the Parent Borrower and its Consolidated Restricted Subsidiaries for the most recently completed Measurement Period to the extent the same are paid in cash by the Parent Borrower or any Consolidated Restricted Subsidiary of the Parent Borrower during such period less (ii) tax refunds (whether with respect to such period or any prior period) actually received during such period; provided that in no event shall the amount of Consolidated Cash Taxes for any Measurement Period be less than zero.

“ Consolidated EBITDA ” means, for any Measurement Period, with respect to the Parent Borrower and its Consolidated Restricted Subsidiaries, the sum, without duplication, of the amounts for such Measurement Period of:

(a)      Consolidated Net Income (excluding therefrom any extraordinary items of gain or loss); plus without duplication, those amounts which, in the determination of Consolidated Net Income for such period, have been deducted for:

(i)      Consolidated Interest Expense;

(ii)      lease expense in respect of Synthetic Lease Obligations, Sale/Leaseback Transactions and other indebtedness accounted for as Operating Leases under GAAP;

(iii)      provisions for Taxes based on income and franchise Taxes (to the extent based on income);

(iv)      total depreciation expense;

(v)      total amortization expense;

(vi)      other non-cash items (other than any such non-cash item to the extent it represents amortization of a prepaid cash expense that was paid in a prior period or an accrual of or reserve for cash expenditures in any future period), including without limitation non-cash rent expense, non-cash expense from any employee benefit plan or equity plan, non-cash loss on sale or disposition of assets, non-cash loss from impairment of assets and non-cash expenses arising out of purchase accounting adjustments with respect to re-valuing assets and liabilities;

(vii)      non-recurring or extraordinary expenses, losses or charges;

(viii)      [reserved];

(ix)      unrealized gains and losses on derivative transactions;

(x)      any fees, costs, expenses or charges (other than depreciation or amortization expense) related to any Sale of Equity Interests of the Parent Borrower or any investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Note Indentures (including a refinancing thereof) (in each case, whether or not successful), including without limitation (i) such fees, expenses or charges related to the offering of the notes governed by the Note Indentures and the Revolving Credit Facility, any dividend recapitalization or other transactions effecting the return of capital to shareholders and any SEC registration and (ii) any amendment or modification of the Note Documents or the Loan Documents;

(xi)      (A) the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs (including costs related to the closure and/or consolidation of facilities) incurred in connection with acquisitions after the Restatement Effective Date, and (B) the amount of any fees and expenses incurred in connection with plant closures or layoffs deducted (and not added back) in accordance with GAAP in such period in computing Consolidated Net Income;

(xii)      the amount of net cost savings projected by the Borrowers in good faith to be realized as a result of specified actions taken or initiated during or prior to such Measurement Period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such Measurement Period), net of the amount of actual benefits realized during such Measurement Period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, and (y) the aggregate amount of cost savings added pursuant to this clause shall not exceed the greater of $20,000,000 or 15% of Consolidated EBITDA for any four consecutive quarter period;

(xiii)      any costs or expenses incurred pursuant to any equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrowers or net cash proceeds of the issuance of common stock or other common Equity Interests of the Borrowers (other than Disqualified Stock);

(xiv)      the amount of any minority interest expense deducted in such period in calculating Consolidated Net Income; and

(xv)      to the extent actually reimbursed (and to the extent such reimbursement proceeds are not included in calculating Consolidated Net Income), expenses incurred to the extent covered by indemnification provisions in any agreement in connection with an acquisition; minus

(b)      any amount which, in the determination of Consolidated Net Income for such period, has been added for (A) interest income and (B) any non-cash income or non-cash gains, all as determined in accordance with GAAP.

For purposes of calculating Consolidated EBITDA for any Measurement Period pursuant to any determination of the Fixed Charge Coverage Ratio, if during such Measurement Period (or in the case of pro-forma calculations, during the period from the last day of such Measurement Period to and including the date as of which such calculation is made) any of the Parent Borrower or any of its Restricted Subsidiaries shall have made an asset disposition or an acquisition, Consolidated EBITDA for such Measurement Period shall be calculated after giving effect thereto on a Pro-Forma Basis.

“ Consolidated Fixed Charges ” means at any date the sum of (i) Consolidated Cash Interest Expense for the most recently completed Measurement Period plus (ii) Consolidated Scheduled Debt Payments for such period plus (iii) Consolidated Cash Taxes for such period plus (iv) Consolidated Cash Dividends for such period (including any Consolidated Cash Dividend made in the form of a loan or advance as contemplated by the last paragraph of Section 7.06 ), but excluding any Consolidated Cash Dividend paid pursuant to Section 7.06(x) .

“ Consolidated Funded Indebtedness ” means at any date the Funded Indebtedness of the Parent Borrower and its Consolidated Restricted Subsidiaries as of such date, determined on a consolidated basis.

“ Consolidated Interest Expense ” means at any date the total interest expense of the Parent Borrower and its Consolidated Restricted Subsidiaries for the most recently completed Measurement Period, whether paid or accrued and whether or not capitalized, (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments (but excluding non-cash interest expense attributable solely to changes in the mark-to-market valuation of Swap Obligations in accordance with GAAP), the interest component of all payments under Capital Leases in accordance with GAAP, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs in respect of Swap Obligations constituting interest rate swaps, collars, caps or other arrangements requiring payments contingent upon interest rates of the Parent Borrower and its Consolidated Restricted Subsidiaries), net of interest income, but excluding (i) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (ii) any expensing of bridge, commitment and other financing fees and (iii) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Factoring Arrangements.

“ Consolidated Net Income ” means at any date the net income (or net loss) after taxes of the Parent Borrower and its Consolidated Restricted Subsidiaries for the most recently completed Measurement Period, determined on a consolidated basis, computed in accordance with GAAP; provided that there shall be excluded from the calculation of Consolidated Net Income for such Measurement Period, without duplication, (i) the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP, (ii) any net gain or loss resulting in such period from Swap Obligations, (iii) any net after-tax income or loss from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations, (iv) any net after-tax extraordinary gains or losses or any non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including, but not limited to, any expenses relating to severance, relocation and one-time compensation charges and any expenses directly attributable to the implementation of cost-saving

initiatives), (v) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business as determined in good faith by the Parent Borrower, (vi) the net income or loss of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting; provided, that, Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the Parent Borrower and its Consolidated Restricted Subsidiaries, (vii) any increase in amortization or depreciation or other noncash charges resulting from the application of purchase accounting in relation to any acquisition that is consummated after the Restatement Effective Date, net of taxes, (viii) any net after-tax income (or loss) from the early extinguishment of Indebtedness or Swap Obligations or other derivative instruments, (ix) any impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP and (x) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness, including intercompany Indebtedness.

“ Consolidated Restricted Subsidiary ” means with respect to any Person at any date, any Restricted Subsidiary of such Person, the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

“ Consolidated Scheduled Debt Payments ” means at any date for the most recently completed Measurement Period, the sum of all scheduled payments of principal on all Consolidated Funded Indebtedness (including, without limitation, the principal component of Capital Lease Obligations, Purchase Money Indebtedness and Synthetic Lease Obligations (regardless of whether accounted for as indebtedness under GAAP) of the Parent Borrower and its Consolidated Restricted Subsidiaries (as such scheduled principal payments (x) may be reduced as a result of any voluntary or mandatory prepayments of the principal amounts of such Indebtedness for such period or any prior period or (y) otherwise adjusted pursuant to the terms of this Agreement)), but excluding payments due on Revolving Credit Loans during such period and payments due in such period to the extent refinanced and due in a subsequent period through the incurrence of additional Indebtedness expressly permitted under Section 7.02 .

“ Consolidated Subsidiary ” means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

“ Consolidated Total Assets ” means, as of any date of determination, for the Parent Borrower and its Consolidated Restricted Subsidiaries, total assets as determined in accordance with GAAP.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Contribution Notice ” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Covenant Trigger Event ” means, at any time, the failure of the Loan Parties to maintain Excess Availability equal to or greater than the Aggregate Compliance Threshold. For purposes of this Agreement, the occurrence of a Covenant Trigger Event shall be deemed continuing until the Excess Availability exceeds the Aggregate Compliance Threshold for thirty consecutive days.

“ Credit Extension ” means each of the following: (i) a Borrowing, and (ii) an L/C Credit Extension.

“ Credit Judgment ” means a determination made by the Administrative Agent in good faith and in the exercise of its reasonable (from the perspective of a secured lender) business judgment based on how an asset-based lender with similar rights providing a credit facility of the type provided under this Agreement would act in similar circumstances at the time with the information then available to it. In exercising such judgment, the Administrative Agent may consider any factors that could materially increase the credit risk of lending to the Borrowers on the security of the Collateral.

“ CTA ” means the United Kingdom Corporation Tax Act 2009.

“ Debt Equivalents ” of any Person means any Equity Interest of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event or otherwise, (i) matures (excluding any maturity as the result of an optional redemption by the issuer thereof), is mandatorily redeemable or is subject to any mandatory repurchase requirement, pursuant to a sinking fund or otherwise, on or prior to the date that is 180 days after the Maturity Date, (ii) is convertible into or exercisable or exchangeable for debt securities or Equity Interests described in the foregoing clause (i) at any time prior to the date that is 180 days after the Maturity Date, (iii) is redeemable or subject to any repurchase requirement arising at the option of the holder thereof, in whole or in part, on or prior to the date that is 180 days after the Maturity Date, (iv) requires the payment of any dividends (other than the payment of dividends solely in the form of Equity Interests) prior to the date that is 180 days after the Maturity Date or (v) provides the holders of such Equity Interest with any rights to receive any cash upon the occurrence of a change in control prior to the date that is 180 days after the Maturity Date, unless the rights to receive such cash are contingent upon the prior payment in full in cash of the Senior Credit Obligations. Debt Equivalents shall not include any Equity Interests which would not otherwise constitute Debt Equivalents but for a requirement that such Equity Interests be redeemed in connection with (A) a change of control or (B) any asset disposition made pursuant to the terms hereof or otherwise permitted by the Administrative Agent.

“ Debt Issuance ” means the issuance or incurrence by any Group Company of any Indebtedness.

“ Debtor Relief Laws ” means the Bankruptcy Code, the CCAA, the BIA, the Winding-Up and Restructuring Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, winding-up, reorganization, or similar debtor relief Laws of the United States, Canada, any province of Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally, including any proceeding for the compromise or arrangement of creditor claims pursuant to the arrangement or reorganization provisions of any corporate statute.

“ Deed of Hypothec ” means collectively, the Deed of Hypothec dated May 13, 2011 between the Canadian Borrower and the Collateral Agent, acting as fondé de pouvior for the benefit of itself and the other Secured Parties, as the same may be amended, modified, replaced or supplemented from time to time, together with each additional deed of hypothec executed and delivered pursuant to this Agreement.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means (i) when used with respect to Senior Credit Obligations other than Letter of Credit Fees, an interest rate equal to (A) the U.S. Base Rate plus (B) the Applicable Rate, if any, applicable to U.S. Base Rate Loans plus (C) 2.00% per annum; provided, however, that with respect to a Eurocurrency Loan, a U.K. Base Rate Loan or a Canadian Base Rate Loan the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Eurocurrency Loan, U.K. Base Rate Loan or Canadian Base Rate Loan plus 2.00% per annum, and (ii) when used with respect to Letter of Credit Fees, a rate equal to (A) the Letter of Credit Fee plus (B) 2.00% per annum.

“ Defaulted Amount ” has the meaning specified in Section 2.11(b)(iii) .

“ Defaulting Lender ” means a Revolving Credit Lender during the period and only for so long as a Lender Default is in effect with respect to such Revolving Credit Lender.

“ Defined Benefit Plan ” means any Canadian Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

“ Delaware LLC ” shall mean any limited liability company organized or formed under the laws of the State of Delaware.

“ Delaware LLC Division ” shall mean the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“ Depositary Bank Agreement ” means a U.S. Depositary Bank Agreement, a Canadian Depositary Bank Agreement and/or a U.K. Depositary Bank Agreement, as the context may require.

“ Designated Noncash Consideration ” means the fair market value of noncash consideration received by the Parent Borrower or a Restricted Subsidiary in connection with a Disposition as determined by the Parent Borrower in good faith that is so designated as Designated Noncash Consideration pursuant to a certificate, setting forth the basis of such valuation, executed by an executive vice president and the principal financial officer of the Parent Borrower (or a parent company thereof), less the amount of cash or Cash Equivalents received in connection with a subsequent sale of disposition of such Designated Noncash Consideration.

“ Dilution Percent ” means with respect to the Loan Parties, during any period of twelve consecutive months, the quotient (expressed as a percentage) and determined after any completed Field Examination or audit with respect to such period of (i) the aggregate amount of bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to accounts and other receivables for such period, divided by (ii) gross sales for such period.

“ Dilution Reserve ” means a reserve established by the Administrative Agent from time to time in its Credit Judgment based on the most recent Field Examination not to exceed the amount calculated on the basis of the then applicable Dilution Percent minus 5.00%.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, sublicense, abandonment, lease or other disposition of any property by any Person (including any Sale/Leaseback Transaction and any sale of Equity Interests, but excluding any issuance by such Person of its own Equity Interests), including any

sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that sales, transfers or dispositions of assets (other than IP Rights) shall not constitute a “Disposition” to the extent the aggregate value of such assets sold, transferred, licensed, sublicensed, abandoned, leased or otherwise disposed of does not exceed (x) $10,000,000 for a single transaction or a series of related transactions and (y) $20,000,000 in any fiscal year.

“ Disqualified Stock ” means, with respect to any Person, any capital stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for capital stock that is not Disqualified Stock), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date that is 91 days after the Maturity Date.

“ Divided Delaware LLC ” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

“ Dollar Equivalent ” means, at any time, (i) with respect to any amount denominated in Dollars, such amount, and (ii) with respect to any amount denominated in any other currency, the Equivalent Amount thereof in Dollars as reasonably determined by the Administrative Agent or the L/C Issuers, as the case may be, at such time on the basis of the Spot Rate in accordance with Section 1.07 .

“ Dollars ” and “ $ ” means lawful money of the United States.

“ Domestic Subsidiary ” means with respect to any Person each Subsidiary of such Person that is organized under the laws of the United States or any political subdivision thereof, and “ Domestic Subsidiaries ” means any two or more of them.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Co untry” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway and in the event of a withdrawal by the United Kingdom from the European Union, the United Kingdom.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) , (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).

“ Eligible Collateral ” means, collectively, Eligible Inventory and Eligible Receivables.

“ Eligible In-Transit Inventory ” means Inventory owned by, or as to which title has passed to, a Loan Party that would be Eligible Inventory (but for its location) that has been shipped (i) from a Person (a “Vendor”) within the United States, Canada or the United Kingdom or (ii) from a location outside the United States, Canada or the United Kingdom of any Loan Party, as the case may be, in each case for receipt at a location of any Loan Party within the United States, Canada or the United Kingdom within 15 days of shipment (“ In-Transit Inventory ”), and that the Administrative Agent, in its Credit Judgment (subject to the last sentence of this definition), deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it:

(i)      in the case of Inventory shipped by a Vendor located outside the United States, Canada or the United Kingdom to a Loan Party pursuant to an open-account purchase, is subject to a negotiable document of title showing the applicable Loan Party as consignee, which document is indorsed to the Administrative Agent and in the possession of the Administrative Agent or such other Person (including any Borrower) as the Administrative Agent shall approve;

(ii)      in the case of Inventory not shipped by a Vendor located outside the United States, Canada or the United Kingdom to a Loan Party pursuant to an open-account purchase, is subject to a non-negotiable document of title showing the Administrative Agent (or, with the consent of the Administrative Agent, the applicable Loan Party) as consignee, which document is in possession of the Administrative Agent or such other Person (including any Borrower) as the Administrative Agent shall approve;

(iii)      is insured in a manner consistent with this Agreement and the Security Agreements;

(iv)      has been identified to the applicable sales contract;

(v)      is subject to purchase orders and other sale documentation reasonably satisfactory to the Administrative Agent; and

(vi)      is being handled by a customs broker, freight forwarder or other handler that has delivered a Lien Waiver.

Except for purposes of determining compliance with Section 4.02(d) , no new classes of ineligible In-Transit Inventory may be established and no ineligibility criteria set forth above may be changed except upon not less than five Business Days’ notice to the Parent Borrower (unless an Event of Default exists, in which event no notice shall be required). The Administrative Agent will be available during such period to discuss any such proposed new class of ineligible In-Transit Inventory or such proposed change to the ineligibility criteria with the Borrowers and, without limiting the right of the Administrative Agent to establish such new class of ineligible In-Transit Inventory or change such ineligibility criteria in the Administrative Agent’s Credit Judgment, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such ineligibility no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent.

“ Eligible Inventory ” means Inventory (including raw materials) of the Loan Parties subject to the Lien of the Collateral Documents that the Administrative Agent, in its Credit Judgment (subject to the last sentence of this definition) deems to be Eligible Inventory. The value of Eligible Inventory shall be determined by taking into consideration, among other factors, the lower of its cost and its book value determined in accordance with GAAP and excluding any portion of cost attributable to intercompany

profit among the Loan Parties and their Affiliates. Without limiting the generality of the foregoing, none of the following classes of Inventory shall be deemed to be Eligible Inventory:

(i)      Inventory located on leaseholds unless a Rent and Charges Reserve has been established therefor or the landlord thereof has executed a Lien Waiver;

(ii)      Inventory that is slow-moving, obsolete, unusable, shopworn or otherwise unavailable for sale or that is a discontinued product or component thereof and is not immediately usable in a continuing product;

(iii)      Inventory consisting of promotional, marketing, packaging or shipping materials and supplies;

(iv)      Inventory consisting of replacement parts, subassemblies, manufacturing supplies, samples, prototypes, displays or display items, bill and hold goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are neither of a type held for sale in the ordinary course of business nor of a type held for sale in the ordinary course of a new business acquired in Permitted Acquisitions;

(v)      Inventory that fails to meet all applicable standards imposed by any Governmental Authority having regulatory authority over such Inventory or its use or sale or that constitutes Hazardous Materials;

(vi)      Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party (A) from which the Borrowers or any of their Subsidiaries has received written notice of a dispute in respect of any such agreement and to the extent the dispute could reasonably be expected to affect the salability of such Inventory, or (B) unless such Inventory can be freely sold by the Administrative Agent upon the occurrence and during the continuance of an Event of Default despite such agreement;

(vii)      Inventory located outside the United States, the United Kingdom or Canada, except for Eligible In-Transit Inventory;

(viii)      Inventory that is not in the possession of or under the sole control of any Loan Party, except for Eligible In-Transit Inventory;

(ix)      Inventory that is paint, glue or work in progress;

(x)      Inventory not on a perpetual schedule;

(xi)      Inventory the value of which is reduced by purchase price variances, lower of cost or market adjustments or revaluation reserves (but only to the extent of such variances, market adjustments or revaluation reserves);

(xii)      Inventory generated as a result of capitalized direct labor and capitalized overhead variances from standard by location (but only to the extent such variance is actually recorded);

(xiii)      Inventory whose value is offset by shrinkage or test count shortfall reserves (but only to the extent of such offset);

(xiv)      in the case of Inventory of any U.K. Loan Party, Inventory that is not solely owned by such U.K. Loan Party or Inventory that such U.K. Loan Party does not have good and valid title thereto including pursuant to retention of title arrangements;

(xv)      Inventory with respect to which the representations and warranties set forth in Article III of the Security Agreement applicable to Inventory are not correct in any material respect; and

(xvi)      Inventory in respect of which the Security Agreements, after giving effect to the related filings of financing statements or recordations that have then been made, if any, do not or have ceased to create a valid and perfected first priority Lien, security interest or hypothec in favor of the Collateral Agent, on behalf of the Secured Parties, securing the Finance Obligations.

Except for purposes of determining compliance with Section 4.02(d) , no new classes of ineligible Inventory may be established and no ineligibility criteria set forth above may be changed except upon not less than five Business Days’ notice to the Parent Borrower (unless an Event of Default exists, in which event no notice shall be required). The Administrative Agent will be available during such period to discuss any such proposed new class of ineligible Inventory or such proposed change to the ineligibility criteria with the Borrowers and, without limiting the right of the Administrative Agent to establish such new class of ineligible Inventory or change such ineligibility criteria in the Administrative Agent’s Credit Judgment, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such ineligibility no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent.

“ Eligible Receivables ” means Receivables of the Loan Parties subject to the Lien of the Collateral Documents that the Administrative Agent, in its Credit Judgment (subject to the last sentence of this definition) deems to be Eligible Receivables. The value of Eligible Receivables shall be determined by taking into consideration, among other factors, their book value determined in accordance with GAAP. Without limiting the generality of the foregoing, none of the following classes of Receivables shall be deemed to be Eligible Receivables:

(i)      Receivables that do not arise out of sales of goods or rendering of services in the ordinary course of business of the applicable Loan Party;

(ii)      Receivables payable other than in Dollars, Canadian Dollars or Pounds Sterling or that are otherwise on terms other than those normal or customary in the business of the applicable Loan Party;

(iii)      Receivables owing from any Person that is an Affiliate of any Borrower;

(iv)      Receivables more than 120 days past original invoice date or more than 60 days past the original date due;

(v)      Receivables owing from any Person from which an aggregate amount of more than 50% of the Receivables owing therefrom is more than 60 days past the original date due;

(vi)      Receivables owing from any Person that exceed the Receivables Concentration Limit applicable to such Person but only to the extent of such excess;

(vii)      Receivables owing from any Person that (A) has disputed liability for any Receivable owing from such Person; provided that for purposes of this subclause (vii)(A) , such Receivables shall be excluded only to the extent of the amounts being disputed by such Person at any date of determination, or (B) has otherwise asserted any claim, demand or liability against the Loan Parties, whether by action, suit, counterclaim or otherwise, unless the Administrative Agent has determined, in its Credit Judgment that such claims demands or liabilities are not material to the determination of eligibility of the Receivables owing from such Person;

(viii)      Receivables owing from any Person that shall take or be the subject of any action or proceeding of a type described in Section 8.01(f) or (g) unless such Receivables are either (x) pre-petition Receivables the payment of which (in full in cash) has been specifically authorized by a final, non-appealable order of a bankruptcy court exercising jurisdiction over such Person and all conditions to payment of such pre-petition Receivables having been satisfied or (y) post-petition Receivables deemed to be Eligible Receivables by the Administrative Agent in its Credit Judgment (it being understood that any representation or deemed representation by any Loan Party in any Loan Document as to the solvency or financial condition of any such Person or as to the eligibility of Receivables owing from any such Person shall be made by such Loan Party only to the extent of its actual knowledge thereof);

(ix)      Receivables (A) owing from any Person that is also a supplier to or creditor of the Loan Parties unless such Person has waived any right of setoff in a manner acceptable to the Administrative Agent, (B) owing from any Person who is on a payment plan with any Loan Party (but only to the extent of the Receivables related to such payment plan ), (C) owing from any Person who is subject to cash in advance payment terms (but only to the extent of the Receivables related to such cash in advance payment terms) or (D) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling the Loan Parties or any of their Subsidiaries to discounts on future purchase therefrom;

(x)      Receivables arising out of sales to account debtors outside the United States, Canada or the United Kingdom unless such Receivables are fully backed by an irrevocable letter of credit on terms, and issued by a financial institution, reasonably acceptable to the Administrative Agent and such irrevocable letter of credit is in the possession of the Administrative Agent;

(xi)      Receivables (A) arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis, (B) subject to any right of return outside of the ordinary course of business, setoff or charge back or (C) relating to payments of interest, fees or late charges;

(xii)      Receivables owing from an account debtor that is (A) the United States or an agency, department or instrumentality of the United States or any state thereof unless the applicable U.S. Borrower or the applicable Canadian Loan Party shall have satisfied the requirements of the Assignment of Claims Act of 1940, and any similar state legislation and the Administrative Agent is satisfied as to the absence of setoffs, counterclaims and other defenses on the part of such account debtor or (B) the government of Canada or any department, agency,

public corporation, Crown corporation or other instrumentality thereof unless the applicable U.S. Borrower or the applicable Canadian Loan Party shall have satisfied the assignment requirements of, and is in compliance with, the Financial Administration Act (Canada) and any similar provincial legislation and the Administrative Agent is satisfied as to the absence of setoffs, counterclaims and other defenses on the part of such account debtor, or (C) a Governmental Authority not listed in clauses (A) and (B) hereof unless it is a Receivable that is otherwise not ineligible hereunder and the applicable U.S. Borrower or the applicable Canadian Loan Party has complied with all applicable Laws relating to taking security in such Receivables;

(xiii)      Receivables owing from an account debtor whose Receivables are sold or identified for sale by the applicable Loan Party pursuant to a Factoring Arrangement (it being understood and agreed that all Receivables from any such account debtor shall be excluded from the Eligible Collateral, regardless of whether or not a particular Receivable is subject to such Factoring Arrangement);

(xiv)      Receivables likely offset by rebate accrual to the extent such rebate is payable in cash; provided that the exclusion set forth in this clause (xiv) shall be reduced by the amount attributable to the Receivables excluded from Eligible Receivables by virtue of clause (vi) of this definition;

(xv)      Receivables with respect to which the representations and warranties set forth in Article III of the Security Agreements applicable to Receivables are not correct in any material respect;

(xvi)      Receivables that are (A) not “trade” Receivables (such as employee purchases), (B) otherwise classified as “miscellaneous accounts receivable” by the applicable Loan Party or (C) included by the applicable Loan Party in the allowance for doubtful accounts;

(xvii)      Receivables in respect of which the Security Agreements, after giving effect to the related filings of financing statements or recordations that have then been made, if any, do not or have ceased to create a valid and perfected first priority Lien, security interest or hypothec in favor of the Collateral Agent, on behalf of the Secured Parties, securing the Finance Obligations;

(xviii)      Receivables with respect to which a payment has been received but not applied to such Receivables

(xix)      Receivables with respect to which the account debtor is a Sanctioned Person; and

(xx)      the sale of goods or the rendition of services giving rise to such Receivables is supported by a performance, bid or surety bond unless the issuer of such bond shall have waived in writing any rights or interest in and to all Collateral, in form and substance reasonably satisfactory to Administrative Agent.

Except for purposes of determining compliance with Section 4.02(d) , no new classes of ineligible Receivables may be established and no ineligibility criteria set forth above may be changed except upon not less than five Business Days’ notice to the Parent Borrower (unless an Event of Default exists, in which event no notice shall be required). The Administrative Agent will be available during such period to discuss any such proposed new class of ineligible Receivables or such proposed change to the

ineligibility criteria with the Borrowers and, without limiting the right of the Administrative Agent to establish such new class of ineligible Receivables or change such ineligibility criteria in the Administrative Agent’s Credit Judgment, the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such ineligibility no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent.

“ Environmental Laws ” means any and all United States federal, state, Canadian federal, provincial, local/municipal, and foreign statutes, Laws, regulations, ordinances, rules, judgments, authorizations approvals, consents, registrations, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to pollution and the protection of the environment or the release of any hazardous materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of remediation, fines, penalties or indemnities), of any Group Company directly or indirectly resulting from or based on (i) violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material, (iii) exposure to any Hazardous Material, (iv) the release or threatened release of any Hazardous Material into the environment or (v) any contract, agreement or other binding consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Equivalents ” means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Equivalent Amount ” means, at any time with respect to any other currency, the amount of Dollars, Canadian Dollars or Pounds Sterling, as applicable, into which an amount of such other currency may be converted, in either case as determined by the Administrative Agent at such time on the basis of the Spot Rate in accordance with Section 1.07 .

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means: (i) a Reportable Event with respect to a Pension Plan; (ii) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (iv) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (vi) with respect to Plan years beginning after December 31, 2007, the occurrence of a Pension Plan entering into “at-risk” status (as defined in Section 303 of ERISA) or a Multiemployer Plan entering into “endangered” or “critical” status (as defined in Section 305 of ERISA); or (vii) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.

“ Eurocurrency Loan ” means a Loan or Borrowing that bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurocurrency Reserve Percentage ” means for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Revolving Credit Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any other entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to “Eurocurrency liabilities”). The Adjusted LIBO Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Percentage.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excess Availability ” means, at any time, the sum of (i) the Canadian Excess Availability, (ii) the U.S. Excess Availability and (iii) the U.K. Excess Availability.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Excluded Subsidiaries ” means, collectively, (u) any Subsidiary with total assets less than $100,000, so long as such Subsidiary is not liable in respect of any Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries, (v) Domestic Subsidiaries (other than U.S. Loan Parties), (w) Unrestricted Subsidiaries, (x) Foreign Subsidiaries that are not Canadian Subsidiaries or U.K. Subsidiaries, (y) Immaterial Subsidiaries or (z) Sacopan.

“ Excluded Swap Obligation ” shall mean, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s

failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of or grant of such Lien by such Loan Party becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap Obligation, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such guarantee or Lien is or becomes illegal. Notwithstanding anything to the contrary in this Agreement and the other Loan Documents, Canadian Finance Obligations, U.K. Finance Obligations, Senior Credit Obligations, Swap Obligations, U.S. Finance Obligations and Finance Obligations shall not include Excluded Swap Obligations.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Revolving Credit Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document, (i) Taxes imposed on or measured by its overall net income (however denominated), franchise Taxes (imposed on it in lieu of net income Taxes) and branch profits Taxes, in each case imposed by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Revolving Credit Lender, in which its Lending Office is located, or that are imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax, (ii) in the case of a Revolving Credit Lender (other than an assignee pursuant to a request by the Borrower Representative under Section 10.13 and other than an assignee Revolving Credit Lender pursuant to a CAM Exchange with respect to the portion attributable to the CAM Exchange under Section 8.04 ), any United States or Canadian withholding Tax that is required to be imposed on amounts payable to such Revolving Credit Lender pursuant to Laws in force at the time such Revolving Credit Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Revolving Credit Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Loan Parties with respect to such withholding tax pursuant to Section 3.01(a) , (iii) Taxes attributable to such recipient’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e), and (iv) any United States withholding Tax imposed under FATCA.

“ Exhaustion of Available Canadian Pool ” means that all amounts collected by the Administrative Agent or, in the good faith determination of the Administrative Agent, available for collection by the Administrative Agent from or on account of the Canadian Loan Parties or in respect of the Canadian Collateral upon the exercise of remedies provided for in Section 8.02 have been applied in full to the payment or Cash Collateralization of Canadian Finance Obligations in accordance with Section 8.03(ii) .

“ Exhaustion of Available U.K. Pool ” means that all amounts collected by the Administrative Agent or, in the good faith determination of the Administrative Agent, available for collection by the Administrative Agent from or on account of the U.K. Loan Parties or in respect of the U.K. Collateral upon the exercise of the remedies provided for in Section 8.02 have been applied in full to the payment or Cash Collateralization of U.K. Finance Obligations in accordance with Section 8.03(iii) .

“ Exhaustion of Available U.S. Pool ” means that all amounts collected by the Administrative Agent or, in the good faith determination of the Administrative Agent, available for collection by the Administrative Agent from or on account of the U.S. Loan Parties or in respect of the U.S. Collateral upon the exercise of the remedies provided for in Section 8.02 have been applied in full to the payment or Cash Collateralization of U.S. Finance Obligations in accordance with Section 8.03(i) .

“ Existing Credit Agreement ” has the meaning specified in the Preliminary Statements.

“ Existing Indebtedness ” has the meaning specified in Section 7.02(iv) .

“ Existing Lenders ” has the meaning specified in the Preliminary Statements.

“ Existing Letters of Credit ” means the letters of credit issued by an L/C Issuer before the Restatement Effective Date and described on Schedule 2.03 hereto, and “ Existing Letter of Credit ” means any one of them.

“ Facilities Increase Amendment ” has the meaning specified in Section 2.13(e) .

“ Facility ” means the U.S. Revolving Credit Facility, the Canadian Revolving Credit Facility or the U.K. Revolving Credit Facility, as the context may require.

“ Factoring Arrangement ” means with respect to Receivables owing from (x) either Home Depot, Inc. or Lowe’s Companies, Inc. or any of their respective subsidiaries or (y) any other Person identified by the Parent Borrower and reasonably acceptable to the Administrative Agent, a sale of such Receivables by a Loan Party to a third Person who is not an Affiliate of the Loan Parties on a non-recourse basis (except for customary representations, warranties, covenants and indemnities made in connection with such arrangements).

“ Failed Loan ” has the meaning specified in Section 2.11(b)(ii) .

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“ FCPA ” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).

“ Fee Letter ” means the Second Amended and Restated Fee Letter, dated on or about the Restatement Effective Date, between the Parent Borrower and the Administrative Agent.

“ Field Examination ” means a field examination prepared by, at the Administrative Agent’s sole reasonable discretion, the Administrative Agent or a third-party firm (reasonably acceptable to the Borrower Representative) engaged by the Administrative Agent reviewing the quality and performance of the Borrowers’ and their respective Subsidiaries’ Receivables and Inventory, the reliability and integrity of the accounting and cost systems of the Parent Borrower and its Subsidiaries, the accounting policies of the Parent Borrower and its Subsidiaries and any other collateral or financial due diligence as may be reasonably required by the Administrative Agent.

“ Finance Document ” means (i) each Loan Document, (ii) each Secured Hedge Agreement and (iii) each Secured Cash Management Agreement, and “ Finance Documents ” means all of them, collectively.

“ Finance Obligations ” means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations permitted hereunder then owing under any Secured Hedge Agreement to any Hedge Bank and (iii) all Cash Management Obligations then owing under any Secured Cash Management Agreement to a Cash Management Bank.

“ Financial Support Direction ” means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“ Fixed Charge Coverage Ratio ” means at any date the ratio of (i) Consolidated EBITDA for the most recently completed Measurement Period less the aggregate amount of Consolidated Capital Expenditures for such period to (ii) Consolidated Fixed Charges for the most recently completed Measurement Period.

“ Flood Laws ” means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules and regulations, including any amendments or successor provisions.

“ Foreign Cash Equivalents ” means any Investment in certificates of deposit or bankers’ acceptances of any bank organized under the laws of any country that is a member of the European Economic Community or the United Kingdom, whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof; provided in each case that such Investment matures within one year from the date of acquisition thereof by a Foreign Subsidiary of any Borrower.

“ Foreign Lender ” means, with respect to any Borrower, any Appropriate Lender that is organized under the Laws of, or otherwise treated as a resident for tax purposes of, a jurisdiction other than that in which such Borrower is a resident for tax purposes (including such Appropriate Lender when acting in the capacity of an L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Plan ” has the meaning specified in Section 5.12(e) .

“ Foreign Subsidiary ” means with respect to any Person any Subsidiary of such Person that is not a Domestic Subsidiary of such Person.

“ FSCO ” means the Financial Services Commission of Ontario.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ Funded Indebtedness ” means, with respect to any Person and its Subsidiaries on a consolidated basis at any date and without duplication, (i) all Indebtedness of such Person of the types referred to in clauses (i) and (ii) (determined at its full par principal amount, without discount for original issue discount and without netting of financing fees or any other deferred costs) and clauses (v) , (vii)(A) (but in respect of letters of credit and bankers’ acceptances only to the extent drawn and not yet reimbursed), (vii)(B) , (viii) and (x) of the definition of “Indebtedness” in this Section 1.01 , (ii) all Guarantees of such

Person and its Subsidiaries with respect to Indebtedness of others of the type referred to in clause (i) above, (iii) all Indebtedness of the type referred to in clause (i) above of any other Person (including any Partnership in which such Person or any of its Subsidiaries is a general partner and any unincorporated joint venture in which such Person or any of its Subsidiaries is a joint venturer) to the extent such Person would be liable therefor under any applicable law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person shall not be liable therefor and (iv) all Preferred Stock of any Subsidiary of the Borrowers held by any Person other than the Borrowers or a Wholly-Owned Subsidiary of the Borrowers (valued at the higher of its voluntary or involuntary liquidation value).

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, applied consistently and subject to Section 1.03(b) .

“ Genpact Contract ” means that certain Master Services Agreement, dated as of March 27, 2009, among the Lead U.S. Borrower and Genpact International, Inc.

“ Governmental Authority ” means the government of the United States, United Kingdom, Canada or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Group Company ” means any of the Primary Loan Parties or their respective Subsidiaries (regardless of whether or not consolidated with the Borrowers for purposes of GAAP), and “Group Companies” means all of them, collectively.

“ Guarantee ” means, with respect to any Person, without duplication, any obligation (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing, intended to guarantee, or having the economic effect of guaranteeing, any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (iii) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or (iv) to otherwise assure or hold harmless the owner of such Indebtedness against loss in respect thereof. The amount of any Guarantee hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guarantee is made (or, if the amount of such primary obligation is not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder)).

“ Guaranties ” means the U.S. Guaranty, the Canadian Guarantee and the U.K. Guaranty.

“ Guarantors ” means, collectively, the Primary Loan Parties, the other Subsidiaries of the Parent Borrower listed on Schedule 6.12 and each other Subsidiary of the Parent Borrower that shall be required to execute and deliver an Accession Agreement or other guaranty or guaranty supplement pursuant to Section 6.12 .

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law due to their dangerous or deleterious properties or characteristics.

“ Hedge Bank ” means any Person that, at the time it enters into a Swap Contract permitted under Article VI or VII , is a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender, in its capacity as a party to such Swap Contract.

“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and other agreements or arrangements, in each case designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“ Honor Date ” has the meaning specified in Section 2.03(c) .

“ Hypothecary Representative ” has the meaning specified in Section 9.01(d) .

“ IFRS ” has the meaning specified in Section 1.03(b) .

“ Immaterial Subsidiary ” means any Domestic Subsidiary, Canadian Subsidiary or U.K. Subsidiary of the Parent Borrower that is listed on Schedule 1.01A and each other Domestic Subsidiary, Canadian Subsidiary or U.K. Subsidiary of the Parent Borrower designated in writing by the Borrower Representative to the Administrative Agent after the date hereof as an Immaterial Subsidiary; provided that such Subsidiary so designated after the date hereof shall only be considered an Immaterial Subsidiary to the extent that the representations with respect thereto set forth in Section 5.22 are true and correct with respect thereto and the Administrative Agent shall have received such evidence thereof as it may reasonably require; provided , further , that , no Loan Party shall be an Immaterial Subsidiary.

“ Impacted Lender ” means at any date (i) a Revolving Credit Lender which is then a Defaulting Lender or (ii) a Revolving Credit Lender (A) which the Administrative Agent or any applicable L/C Issuer, as applicable, in good faith believes has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (B) is Controlled by a Person that has been deemed insolvent or become subject to a bankruptcy, insolvency, receivership, conservatorship or other similar proceeding.

“ In-Transit Adjustment Reserves ” means reserves, determined by the Administrative Agent in its Credit Judgment as of the end of each calendar quarter, with respect to the Receivables arising from month-end shipments during such quarter with free-on-board delivery terms where the orders have not been received by a customer as of the end of the relevant month (unless such reserves have otherwise been reflected in another category of Eligible Collateral).

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(i)      all obligations of such Person for borrowed money;

(ii)      all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(iii)      all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(iv)      all obligations, other than intercompany items, of such Person to pay the deferred purchase price of property or services that in accordance with GAAP would be included as liabilities on the balance sheet of such Person (other than trade accounts payable and accrued expenses arising in the ordinary course of business and (x) due within 90 days of the incurrence thereof or (y) actively being contested in good faith through appropriate proceedings and appropriate reserves have been established in accordance with GAAP);

(v)      the Attributable Indebtedness of such Person in respect of (A) Capital Lease Obligations and Sale/Leaseback Transactions to the extent such Indebtedness constitutes a liability under GAAP and (B) Synthetic Lease Obligations;

(vi)      all obligations of such Person to purchase securities or other property which arise out of or in connection with the sale of the same or substantially similar securities or property;

(vii)      without duplication, all (A) non-contingent obligations (and, for purposes of Section 7.02 and Section 8.01(e) , all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, bankers’ acceptance, bank guaranty or similar instrument and (B) all non-contingent obligations (and, for purposes of Section 7.02 and Section 8.01(e)(i) , all contingent obligations) of such Person to reimburse any Person in respect of amounts paid or payable under a performance, payment, stay, customs, appeal or surety bond, performance and completion guaranty or similar instrument;

(viii)      all obligations of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) a Lien on, or payable out of the proceeds of production from, any property or asset of such Person, whether or not such obligation is assumed by such Person; provided that the amount of any Indebtedness of others that constitutes Indebtedness of such Person solely by reason of this clause (viii) shall not for purposes of this Agreement exceed the greater of the book value or the fair market value of the properties or assets subject to such Lien;

(ix)      all Guarantees of such Person of Indebtedness of the types described in clauses (i) – (viii) above and (x) below; and

(x)      all Debt Equivalents of such Person;

provided that (i) Indebtedness shall not include (A) deferred compensation arrangements, (B) earn-out obligations until matured or earned or (C) non-compete or consulting obligations incurred in connection with Permitted Acquisitions and (ii) the amount of any Limited Recourse Indebtedness of any Person shall be equal to the lesser of (A) the aggregate principal amount of such Limited Recourse Indebtedness

for which such Person provides credit support of any kind (including any undertaking agreement or instrument that would constitute Indebtedness), is directly or indirectly liable as a guarantor or otherwise or is the lender and (B) the fair market value of any assets securing such Indebtedness or to which such Indebtedness is otherwise recourse.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 10.04(b) .

“ Ineligible Assignees ” has the meaning specified in Section 10.06(b)(vi) .

“ Information ” has the meaning specified in Section 10.07 .

“ Insurance Proceeds ” means all insurance proceeds (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), damages, awards, claims and rights of action with respect to any Casualty.

“ Intercompany Subordination Agreement ” means, with respect to any Indebtedness for borrowed money owing by any Loan Party to any Subsidiary of the Parent Borrower that is not a Loan Party, an intercompany subordinated note, in form and substance reasonably acceptable to the Administrative Agent, which has been executed and delivered by such Loan Party and such Subsidiary.

“ Interest Payment Date ” means, (i) as to any Eurocurrency Loan or any BA Rate Loan, the first day of the calendar month immediately following each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Revolving Credit Loan was made; provided , however , that if any Interest Period for a Eurocurrency Loan or BA Rate Loan exceeds three months, the respective dates that fall on the first day of the calendar month immediately following every third calendar month after the beginning of such Interest Period shall also be an Interest Payment Date; and (ii) as to any Base Rate Loan or Canadian Base Rate Loan, the first day of the calendar month immediately following each calendar month in respect of which the interest on such Base Rate Loan or Canadian Base Rate Loan, as the case may be, is paid on such Interest Payment Date, and the Maturity Date of the Facility under which such Revolving Credit Loan was made.

“ Interest Period ” means, as to each Eurocurrency Loan and each BA Rate Loan, the period commencing on the date such Eurocurrency Loan or such BA Rate Loan, as the case may be, is disbursed or converted to or continued as a Eurocurrency Loan, or a BA Rate Loan, respectively, and ending on the date one week (other than with respect to a BA Rate Loan), or one, two, three or six months or, if consented to by all Appropriate Lenders under the applicable Facility and with respect to a specific Borrowing, nine months or twelve months thereafter, as selected by the Borrower Representative (on behalf of the applicable Borrower) in its Committed Loan Notice; provided that:

(i)      any Interest Period which would otherwise end on a day which is not a Business Day shall, subject to clause (iv) below, be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)      any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(iii)      no Interest Period may be selected at any time when a Default or an Event of Default is then in existence;

(iv)      no Interest Period shall extend beyond the Maturity Date of the Facility under which such Revolving Credit Loan was made.

“ Inventory ” means all goods intended for sale or lease by a Loan Party (and including, without limitation, all “Inventory” as defined in the UCC or the PPSA, as applicable), or for display or demonstration, all work in process, all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, packing, shipping, advertising, selling, leasing or furnishing such goods or otherwise used or consumed in such Loan Party’s business, along with all prints and labels on which any trademark owned or licensed by a Loan Party has appeared or appears, package and other designs, and the rights in any of the foregoing which arise under applicable Law.

“ Investment ” in any Person means without duplication, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or substantially all of the business of, such Person The outstanding amount of any Investment shall be deemed to equal the difference of (i) the aggregate initial amount of such Investment less (ii) all returns of principal thereof or capital with respect thereto and all liabilities expressly assumed by another Person (and with respect to which the Parent Borrower and its Subsidiaries, as applicable, shall have received a novation) in connection with the sale of such Investment.

“ Investment Grade Eligible Receivables ” means Eligible Receivables owed by an entity having a long-term credit rating of Baa3 or higher by Moody’s (or, if Moody’s does not assign a long-term credit rating for such entity, having a long-term credit rating of investment grade or higher by an NRSRO other than S&P) and BBB- or higher by S&P (or, if S&P does not assign a long-term credit rating for such entity, having a long-term credit rating of investment grade or higher by an additional NRSRO other than Moody’s).

“ IP Rights ” has the meaning specified in Section 5.17 .

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement and instrument entered into by an L/C Issuer and the applicable Borrower (or any applicable Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“ITA” means the United Kingdom Income Tax Act 2007.

“ Joint Venture ” means (i) any Person which would constitute an “equity method investee” of the Parent Borrower or any of its Subsidiaries, (ii) any other Person designated by the Borrower Representative in writing to the Administrative Agent (which designation shall be irrevocable) as a “Joint Venture” for purposes of this Agreement and at least 50% but less than 100% of whose Equity Interests

are directly owned by the Parent Borrower or any of its Subsidiaries and (iii) any Person in whom the Parent Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“ Judgment Currency ” has the meaning specified in Section 10.19 .

“ Judgment Currency Conversion Date ” has the meaning specified in Section 10.19 .

“ Laws ” means, collectively, all international, foreign, United States federal, state, Canadian federal, provincial and local/municipal statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law.

“ L/C Advance ” means a U.S. L/C Advance, a Canadian L/C Advance and/or a U.K. L/C Advance, as the context may require.

“ L/C Borrowing ” means a U.S. L/C Borrowing, a Canadian L/C Borrowing and/or a U.K. L/C Borrowing, as the context may require.

“ L/C Credit Extension ” means a U.S. L/C Credit Extension, a Canadian L/C Credit Extension and/or a U.K. L/C Credit Extension, as the context may require.

“ L/C Issuer ” means a U.S. L/C Issuer, a Canadian L/C Issuer and/or a U.K. L/C Issuer, as the context may require.

“ L/C Obligations ” means the U.S. L/C Obligations, the Canadian L/C Obligations and/or the U.K. L/C Obligations, as the context may require.

“ Lead U.K. Borrower ” means Premdor Crosby Limited, a limited company incorporated in England and Wales with company number 03227274.

“ Lead U.S. Borrower ” means Masonite Corporation, a Delaware corporation.

“ Lender Default ” means, with respect to any Revolving Credit Lender as reasonably determined by the Administrative Agent, that such Revolving Credit Lender (i) has failed to fund any portion of the Revolving Credit Loans or participations in L/C Advances required to be funded by it hereunder within 1 Business Day of the date when due, (ii) has notified the Borrower Representative, the Administrative Agent or any Revolving Credit Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it has committed to extend credit, (iii) has failed, within three Business Days (or prior to the applicable date on which it is required hereunder to fund any portion of the Revolving Credit Loans or participations in L/C Advances required to be funded by it hereunder (each, a “ Funding Date ”), if earlier) after written request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans or participations in L/C Advances; provided that a Lender Default with respect to such Revolving Credit Lender shall cease to exist under this clause (iii) upon receipt of such confirmation by the Administrative Agent, (iv) has otherwise failed to pay over to the Administrative Agent or any other Revolving Credit Lender any other amount required to be paid by it

hereunder within three Business Days of the date when due or prior to the Funding Date, if earlier, unless the subject of a good faith dispute, (v) (A) has become or is insolvent or has a parent company that has become or is insolvent or (B) has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, liquidator, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, liquidator, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or (vi) has become the subject of a Bail-in-Action; provided that a Lender Default shall not exist with respect to a Revolving Credit Lender solely by virtue of the ownership or acquisition of an Equity Interest in such Revolving Credit Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof, unless such ownership or acquisition results in or provides such Revolving Credit Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Revolving Credit Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender.

“ Lending Office ” means (i) with respect to any Revolving Credit Lender and for each Type of Revolving Credit Loan, the “Lending Office” of such Revolving Credit Lender (or of an Affiliate of such Revolving Credit Lender) designated for such Type of Loan in such Revolving Credit Lender’s Administrative Questionnaire or in any applicable Assignment and Assumption pursuant to which such Revolving Credit Lender became a Revolving Credit Lender hereunder or such other office of such Revolving Credit Lender (or of an Affiliate of such Revolving Credit Lender) as such Revolving Credit Lender may from time to time specify to the Administrative Agent and the Borrower Representative as the office by which its Revolving Credit Loans of such Type are to be made and maintained and (ii) with respect to any L/C Issuer and for each Letter of Credit, the “Lending Office” of such L/C Issuer (or of an Affiliate of such L/C Issuer) designated on the signature pages hereto or such other office of such L/C Issuer (or of an Affiliate of such L/C Issuer) as such L/C Issuer may from time to time specify to the Administrative Agent and the Borrower Representative as the office by which its Letters of Credit are to be issued and maintained.

“ Letter of Credit ” means a U.S. Letter of Credit, a Canadian Letter of Credit and/or a U.K. Letter of Credit, as the context may require.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is thirty days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .

“ Letter of Credit Indemnified Cost ” has the meaning specified in Section 2.03(n) .

“ Letter of Credit Sublimit ” means the U.S. Letter of Credit Sublimit, the Canadian Letter of Credit Sublimit and/or the U.K. Letter of Credit Sublimit, as the context may require.

“ LIBO Rate ” means for any Interest Period with respect to a Eurocurrency Loan (or otherwise for purposes of calculating the Adjusted LIBO Rate, as applicable), the rate per annum as published by ICE Benchmark Administration Limited (or in any case, any successor page or other commercially available source as the Administrative Agent may designate from time to time) as of 11:00 a.m., London time, two (2) Business Days prior to the commencement of the requested interest period (or in the case of U.K. Revolving Credit Loan denominated in Pounds Sterling, the Business Day of the commencement), for a term, and in an amount, and in the currency, comparable to the interest period and the amount and currency of the Eurocurrency Loan requested (whether as an initial Eurocurrency Loan or as a continuation of a Eurocurrency Loan or as a conversion of a Base Rate Loan to a Eurocurrency Loan) by Borrowers in accordance with this Agreement (and, if any such published rate is below zero, then the rate determined pursuant to this clause shall be deemed to be zero). Each determination of the LIBO Rate shall be made by Administrative Agent and shall be conclusive in the absence of manifest error.

“ License ” means any license or agreement under which a Loan Party is authorized to use IP Rights in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of property or any other conduct of its business.

“ Licensor ” means any Person from whom a Loan Party obtains the right to use any IP Rights.

“ Lien ” means any security interest, mortgage, pledge, hypothec, hypothecation, assignment, deposit arrangement, encumbrance, deemed trust, lien (statutory or otherwise), charge, preference, garnishment right, priority or other security interest, or preferential arrangement in the nature of a security interest or arising by virtue of a right of subrogation, contribution, reimbursement of similar right, of any kind or nature whatsoever, choate or inchoate (including any conditional sale or other title retention agreement, any easement, servitude, right of way or other encumbrance on title to Real Property, and any financing lease having substantially the same economic effect as any of the foregoing, but excluding the interest of a lessor under an operating lease).

“ Lien Waiver ” means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, by which (i) for any Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Administrative Agent to enter upon the premises and remove the Collateral or to use the premises for an agreed upon period of time to store or dispose of the Collateral, (ii) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any documents in its possession relating to the Collateral as agent for the Administrative Agent, and agrees to deliver the Collateral to the Administrative Agent upon request and (iii) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Administrative Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to the Administrative Agent upon request.

“ Limited Recourse Indebtedness ” means with respect to any Person, Indebtedness to the extent: (i) such Person (A) provides no credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (B) is not directly or indirectly liable as a guarantor or otherwise or (C) does not constitute the lender; and (ii) no default with respect thereto would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Revolving Credit Loans or the Notes) of such Person to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“ Loan Documents ” means, collectively, this Agreement, the Notes, the Guaranties, the Collateral Documents, each Perfection Certificate, each Accession Agreement, the Fee Letter, each Intercompany Subordination Agreement and each Issuer Document.

“ Loan Party ” means, collectively, each Borrower and each Guarantor; provided, that no Unrestricted Subsidiary shall constitute a Loan Party.

“ Loan Value ” means, at any time, with respect to the Eligible Collateral, the sum of the following amounts and, with respect to a particular category of Eligible Collateral, the following amount for such category of Eligible Collateral:

(i)      the lesser of (A) 70% of the net book value of the Eligible Inventory and (B) 85% of the NOLV Percentage of the value of the Eligible Inventory; provided , that , the Loan Value of Eligible Inventory consisting of Eligible In-Transit Inventory shall not exceed $15,000,000 in the aggregate;

(ii)      90% of the Investment Grade Eligible Receivables; and

(iii)      85% of the Non-Investment Grade Eligible Receivables;

provided , that , the percentages in clauses (i)(B) and (iii) shall be increased by 5% during each Seasonal Overadvance Period.

“ Loans ” means Revolving Credit Loans.

“ MACT Transaction ” means the steps taken, and the expenditures made by, the Loan Parties prior to the Restatement Effective Date to comply with the regulations enacted by the United States Environmental Protection Agency relating to Maximum Achievable Control Technology; provided , that , such expenditures did not exceed $49,500,000 in the aggregate.

“ Margin Stock ” means “margin stock” as such term is defined in Regulation U.

“ Material Adverse Effect ” means (i) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Parent Borrower and its Restricted Subsidiaries (taken as a whole), (ii) a material adverse effect on ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document, (iii) a material impairment of the rights and remedies of the Collateral Agent, the Administrative Agent or the Revolving Credit Lenders under any Loan Document that is materially adverse to the Revolving Credit Lenders or (iv) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; provided that, in no event shall the following constitute a Material Adverse Effect: (A) any occurrence, condition, change, event or effect resulting from or relating to changes in general economic or financial market conditions, including fluctuations in currency exchange rates; (B) any occurrence, condition, change, event or effect that affects the building products industry generally (including changes in commodity prices, general market prices and regulatory changes affecting the building products industry generally); (C) the outbreak or escalation of hostilities involving the United States, Canada or the United Kingdom, the declaration by the United States, Canada or the United Kingdom of a national emergency or war or the occurrence of any natural disasters and acts of terrorism (but not any such event resulting in any damage or destruction to or any Loan Party’s physical properties to the extent such change or effect would otherwise constitute a Material Adverse Effect); (D) any occurrence, condition, change, event or effect resulting from or relating to the public

disclosure of the transactions contemplated by the Revolving Credit Facility; (E) changes in GAAP, or in the interpretation thereof, as imposed upon the Parent Borrower, its Subsidiaries or their respective businesses; or (F) any change in law or regulation, or in the interpretation thereof; except with respect to each of clause (A), (B), (C) or (F), in the event, and only to the extent, that such occurrence, condition, change, event or effect has had a disproportionate effect on the Parent Borrower and its Subsidiaries, taken as a whole, as compared to other persons engaged in the building products industry in the same geographic regions and segments as the Parent Borrower and its Subsidiaries.

“ Material Debt ” has the meaning specified in Section 8.01(e) .

“ Maturity Date ” means (x) if the Springing Maturity Condition does not apply, the fifth anniversary of the Restatement Effective Date and (y) if the Springing Maturity Condition does apply, the Springing Maturity Date; provided , however , that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“ Maximum Rate ” has the meaning specified in Section 10.09 .

“ Measurement Period ” means, at any date of determination, the four consecutive fiscal quarters of the Parent Borrower ending on, or most recently preceding, such day.

“ Moody’s ” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Borrower Representative and the Administrative Agent may select.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions, but does not include any Canadian Union Plans.

“ Net Cash Proceeds ” means, with respect to the Disposition of any asset by any Loan Party, any Casualty or any Condemnation, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition, Casualty or Condemnation (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note, receivable or otherwise, but only as and when so received and, with respect to any Casualty or Condemnation, any Insurance Proceeds or Condemnation Awards actually received by or paid to or for the account of such Group Company) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured (or, in the case of an asset included in the Collateral, secured on a first priority basis) by the asset subject to such Disposition, Casualty or Condemnation and that is repaid in connection with such Disposition, Casualty or Condemnation (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by such Loan Party in connection with such Disposition, Casualty or Condemnation, (C) taxes paid or reasonably estimated to be payable by such Loan Party or any of the direct or indirect members thereof and attributable to such Disposition, Casualty or Condemnation (including, in respect of any proceeds received in connection with a Disposition, Casualty or Condemnation of any asset of any Foreign Subsidiary, deductions in respect of withholding taxes that are or would be payable in cash if such funds were repatriated to the United States or Canada); provided that, if the amount of any estimated taxes pursuant to this subclause (C) exceeds the amount of taxes actually required to be paid in cash, the aggregate amount of such excess shall constitute “Net Cash Proceeds”, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or

assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by such Loan Party after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents received (x) upon the Disposition of any non-cash consideration received by such Loan Party in any such Disposition and (y) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) above or, if such liabilities have not been satisfied in cash and such reserve not reversed within 365 days after such Disposition, Casualty or Condemnation, the amount of such reserve.

“ Net Total Available Canadian Borrowing Base ” means the Total Available Canadian Borrowing Base minus the Utilized Total Available Canadian Borrowing Base.

“ Net Total Available U.K. Borrowing Base ” means the Total Available U.K. Borrowing Base minus the Utilized Total Available U.K. Borrowing Base.

“ Net Total Available U.S. Borrowing Base ” means the Total Available U.S. Borrowing Base minus the Utilized Total Available U.S. Borrowing Base.

“ NOLV Percentage ” means the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all anticipated and customary out-of-pocket liquidation expenses, as determined from the most recent appraisal of the Loan Parties’ Inventory performed by an appraiser reasonably acceptable to the Parent Borrower and the Administrative Agent and on terms reasonably satisfactory to the Administrative Agent.

“ Non-Extension Notice Date ” has the meaning specified in Section 2.03(b)(iii) .

“ Non-Investment Grade Eligible Receivables ” means Eligible Receivables that are not Investment Grade Eligible Receivables.

“ Note ” means a Revolving Credit Note.

“ Note Documents ” means, collectively, the Note Indentures and any agreements, documents or instrument executed in connection with the Note Indentures.

“ Note Indentures ” means, collectively, the 2023 Note Indenture and the 2026 Note Indenture.

“ NPL ” means the National Priorities List under CERCLA.

“ NRSRO ” means a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Exchange Act of 1934.

“ Obligation Currency ” has the meaning specified in Section 10.19 .

“ OFAC ” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“ Operating Lease ” means, as applied to any Person, a lease (including leases which may be terminated by the lessee at any time) of any property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.

“ Organization Documents ” means: (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-United States jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement; (iii) with respect to any general or limited partnership, joint venture, unlimited liability company, trust or other form of business entity, the general or limited partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity; and (iv) with respect to any company incorporated in England and Wales, its certificate of incorporation (and any certificate on change of name) and its articles of association.

“ Original Effective Date ” means April 9, 2015, which is the date of effectiveness of the Existing Credit Agreement.

“ OSC ” means the Ontario Securities Commission.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other mortgage recording or similar taxes (including similar excise taxes), charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except (i) any such taxes that are imposed with respect to an assignment as a result of a present or former connection between the assignee and the jurisdiction imposing such taxes (other than an assignment pursuant to a request by the Borrower Representative under Section 10.13 ) and (ii) Excluded Taxes.

“ Outstanding Amount ” means (i) with respect to Revolving Credit Loans on any date, the Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans occurring on such date; (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent of the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts; and (iii) with request to Swingline Loans on any date, the Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Swingline Loans on such date.

“ Overadvance ” means a U.S. Overadvance, a Canadian Overadvance and/or a U.K. Overadvance, as the context may require.

“ Overadvance Loan ” means a U.S. Overadvance Loan, a Canadian Overadvance Loan and/or a U.K. Overadvance Loan, as the context may require.

“ Overnight Rate ” means, for any day, (i) with respect to any amount denominated in Dollars, the greater of (A) the Federal Funds Rate and (B) an overnight rate reasonably determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation, (ii) with respect to any amount denominated in Canadian Dollars, the Canadian Overnight Rate and (iii) with respect to any amount denominated in Pounds Sterling, the rate of interest per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration Limited (or any other Person that takes over the administration of such rate) for overnight deposits of Pounds Sterling, as displayed on the applicable Thomson Reuters screen page (currently page LIBOR01 or LIBOR02 (as applicable)) (or, in the event such rate does not appear on