Exhibit
4.3


 


EXECUTION
VERSION


 


Masonite Corporation

Masonite International Corporation


 


Senior Subordinated Notes
due 2015


 


 


Exchange and Registration Rights Agreement


 


October 6, 2006


 


Noteholders
(as defined below)


c/o
The Bank of New York

as representative of the Noteholders

101 Barclay Street, 8W

New York, NY 10286


 


Ladies and Gentlemen:


 


In accordance with the Senior Subordinated Loan Agreement among
Masonite Corporation (“Masonite U.S.”),
a Delaware corporation, Masonite International Corporation (“Masonite Canada”, and together with Masonite U.S., the “Companies”), a corporation organized under the laws of
Ontario, Canada, Masonite International Inc. (the “Parent”),
a corporation organized under the federal laws of Canada and the direct parent
of the Companies, and the several lenders party thereto, dated as of April 6,
2005, (i) Masonite U.S. proposes to issue to Lenders under the Senior
Subordinated Loan Agreement (the “Noteholders”)
Senior Subordinated Notes due 2015 (the “U.S. Senior Subordinated Notes”)
and (ii) Masonite Canada proposes to issue to Lenders under the Senior
Subordinated Loan Agreement Senior Subordinated Notes due 2015 (the “Canadian Senior Subordinated Notes”) upon request. The Subordinated Notes (as defined herein)
will be unconditionally guaranteed (the “Guarantees”) on
a senior subordinated basis by the Guarantors (as defined herein). The
Companies and the Guarantors agree with you for the benefit of the holders from
time to time of the Subordinated Notes (including the Noteholders) as follows:


 


1.             Certain Definitions. Capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in paragraph above or in the
Exchange Note Indentures (as defined herein). For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:


 


“Additional Interest” shall have the meaning assigned thereto in
Section 2(f) hereof.


 


“Affiliated Market Maker” shall mean a broker-dealer or one of its affiliates who
is deemed to be an affiliate of the Companies and intends to make a market in
the Exchange Securities.


 


“Base Interest” shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the relevant Indenture, without giving
effect to the provisions of this Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.


 

















 


“Commission” shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.


 


“Effective Time,” in the case of (i) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective and (ii) an Exchange Registration, shall mean the time
and date as of which the Commission declares the Exchange Offer Registration
Statement effective or as of which the Exchange Offer Registration Statement
otherwise becomes effective.


 


“Electing Holder”
shall mean any holder of Registrable Securities that has returned a completed
and signed Notice and Questionnaire to the Companies in accordance with Section
3(d)(ii) or 3(d)(iii) hereof.


 


“Exchange Act” shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.


 


“Exchange Offer” shall have the meaning assigned thereto in Section 2(b)
hereof.


 


“Exchange Offer Registration
Statement”
shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Exchange Registration” shall have the meaning assigned thereto in Section 3(d)
hereof.


 


“Exchange Securities” shall have the meaning assigned thereto in Section 2(b)
hereof.


 


“Guarantors” shall have the meaning assigned thereto in the relevant
Indenture, and in addition shall include Parent.


 


The term “holder” shall
mean each of the Noteholders and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each
case for so long as such person owns any Registrable Securities.


 


“Indenture” and “Indentures”
shall mean, (i) with respect to the U.S. Senior Subordinated Notes, the
Exchange Note Indenture, dated as of October 6, 2006, among Masonite U.S., the Guarantors and The Bank of New
York, as Trustee, and (ii) with respect to the Canadian Senior Subordinated
Notes, the Exchange Note Indenture, dated as of October 6, 2006, among Masonite Canada, the Guarantors and The Bank of
New York, as Trustee and/or as the same shall be amended from time to time, in
each case as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental thereto entered
into pursuant to the applicable provisions hereof, including the provisions of
the TIA that are deemed to be part of and govern any such indenture or
supplemental indenture.


 


“Issue Date” means the first date on which the Loans were exchanged
for Subordinated Notes pursuant to Section 201 of the Indentures.


 


“Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto.


 


The term “person” shall mean
a corporation, association, partnership, organization, business, individual,
government or political subdivision thereof or governmental agency.


 


“Registrable Securities” shall mean the Securities; provided,
however, that a Security shall cease to be a Registrable Security
when (i) in the circumstances contemplated by Section 2(a) hereof, a


 


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Shelf Registration Statement registering such Security
under the Securities Act has been declared or becomes effective and such
Security has been sold or otherwise transferred by the holder thereof pursuant
to and in a manner contemplated by such effective Shelf Registration Statement;
(ii) in the circumstances contemplated by Section 2(b) hereof, the
Security has been exchanged for an Exchange Security in an Exchange Offer as
contemplated in Section 2(b) hereof (provided that any Exchange Security that, pursuant to the
last two sentences of Section 2(b), is included in a prospectus for use in
connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 until resale of such Registrable
Security has been effected within the 180-day period referred to in Section
2(b)); (iii) such Security is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the relevant Company or pursuant to the relevant Indenture; (iv)
such Security is eligible to be sold pursuant to paragraph (k) of
Rule 144; or (v) such Security shall cease to be outstanding.


 


“Registration Default” shall have the meaning assigned thereto in
Section 2(f) hereof.


 


“Registration Expenses” shall have the meaning assigned thereto in Section 4
hereof.


 


“Resale Period” shall have the meaning assigned thereto in Section 2(b)
hereof.


 


“Restricted Holder” shall mean (i) a holder that is an affiliate of the
Companies within the meaning of Rule 405, (ii) a holder who acquires
Exchange Securities outside the ordinary course of such holder’s business,
(iii) a holder who has arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing Exchange
Securities and (iv) a holder that is a broker-dealer, but only with respect to
Exchange Securities received by such broker-dealer pursuant to an Exchange
Offer in exchange for Registrable Securities acquired by the broker-dealer
directly from the Companies.


 


“Rule 144,” “Rule 405” and “Rule
415”
shall mean, in each case, such rule promulgated under the Securities Act (or
any successor provision), as the same shall be amended from time to time.


 


“Securities” shall mean, collectively, the Subordinated Notes of the
Companies, together with the associated Guarantees, to be issued by the
Companies, and securities issued in exchange therefor or in lieu thereof
pursuant to the Indentures.


 


“Securities Act” shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time.


 


“Shelf Registration” shall have the meaning assigned thereto in Section 2(a)
hereof.


 


“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(a)
hereof.


 


“Subordinated Notes” shall mean the U.S. Senior Subordinated Notes, the
Canadian Senior Subordinated Notes and any notes issued in multiple tranches
pursuant to Section 203(b) of the Indenture.


 


“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
all as the same shall be amended from time to time.


 


Unless the context
otherwise requires, any reference herein to a “Section” or “clause” refers to a
Section or clause, as the case may be, of this Exchange and Registration Rights
Agreement, and the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Exchange and Registration Rights Agreement as a
whole and not to any particular Section or other subdivision.


 


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2.             Registration Under the Securities Act.


 


(a)           The Companies and the Guarantors shall use their
commercially reasonable efforts to file under the Securities Act within 90 days
after the Issue Date a “shelf” registration statement providing for the
registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule
that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration Statement”) and to use their commercially
reasonable efforts to cause the Shelf Registration Statement to be declared
effective by the Commission as soon thereafter as practicable. The Companies and
the Guarantors will also use their commercially reasonable efforts to keep such
Shelf Registration Statement effective and available (subject to customary
exceptions) until the later of (A) the date on which no broker-dealer
making a market in the Exchange Securities is deemed to be an affiliate of the
Companies and (B) the second anniversary of the Issue Date or such earlier
time as there are no longer any Registrable Securities outstanding, provided, however, that
no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof
for resales of Registrable Securities unless such holder is an Electing Holder
or an Affiliated Market Maker, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any Affiliated Market
Maker or holder of Registrable Securities that is not then an Electing Holder,
to take any action reasonably necessary to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such Affiliated
Market Maker or holder as a selling securityholder in the Shelf Registration
Statement, provided, however, that nothing in this
clause (y) shall (A) relieve any such holder of the obligation to return a
completed and signed Notice and Questionnaire to the Companies in accordance
with Section 3(c)(ii) hereof or (B) require the Companies or the Guarantors to
file more than one post-effective amendment to the Shelf Registration Statement
in any 45-day period. The Companies and the Guarantors further agree to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Companies and the Guarantors for such Shelf
Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Companies agree to furnish to each Electing
Holder copies of any such supplement or amendment prior to its being used or
promptly following its filing with the Commission. Notwithstanding the
foregoing, no broker-dealer that is an affiliate of the Companies shall be
required to give notice within the time period specified in the first sentence
of this Section 2(a) in order to maintain its registration rights pursuant to
this Section 2. The Companies and the Guarantors shall cause the Shelf
Registration Statement to be declared effective by the date (the “Effectiveness Date”) that is 180 days from the Issue Date.


 


(b)           In lieu of a Shelf Registration, the Companies and the
Guarantors may at their option file a registration statement with respect to
notes having terms identical to the Senior Subordinated Exchange Notes (the “Substitute Notes”) in which the Companies offer to holders
of Senior Subordinated Exchange Notes registered Substitute Notes in exchange
for the Subordinated Notes. In such case, the Companies and the Guarantors must
file under the Securities Act within 90 days after the Issue Date a
registration statement relating to an offer to exchange (such registration
statement, the “Exchange Offer Registration Statement”,
and such offer, the “Exchange Offer”)
any and all of the Securities for a like aggregate principal amount of
securities issued by the Companies and guaranteed by the Guarantors, which securities and guarantees are
substantially identical to, and represent the same underlying indebtedness as,
the Securities and the related Guarantees,
respectively (and are entitled to the benefits
of a trust indenture which is substantially identical to the relevant Indenture
and which has been qualified under the Trust Indenture Act), except that they
have been registered pursuant to an effective registration statement under the
Securities Act and do not contain provisions for the Additional Interest
contemplated in Section 2(f) below (such new securities hereinafter called “Exchange Securities”). The Exchange Offer will be registered
under the Securities Act on the


 


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appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. The Companies and
the Guarantors further agree to use all commercially reasonable efforts to
consummate the Exchange Offer no later than 30 business days after such
registration statement has become effective, hold the Exchange Offer open for
at least 30 days, or longer, if required by the federal securities laws, and exchange Securities for all Registrable Securities that
have been properly tendered and not withdrawn on or prior to the expiration of
the Exchange Offer. The Exchange Offer will be deemed to have been “completed”
only if the securities and related guarantees received by
holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are, upon receipt, transferable by each such holder without
restriction under the Securities Act and the Exchange Act and without material
restrictions under the blue sky or securities laws of a substantial majority of
the U.S. states. The Exchange Offer shall be deemed to have been completed upon
the earlier to occur of (i) the Companies having exchanged the Exchange
Securities for all outstanding Registrable Securities pursuant to the Exchange
Offer and (ii) the Companies having exchanged, pursuant to the Exchange Offer,
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn before the expiration of the Exchange Offer, which
shall be on a date that is at least 30 days following the commencement of the
Exchange Offer. The Companies and the Guarantors shall cause the Exchange Offer
Registration Statement to be declared effective and the Exchange Offer to be
completed by the Effectiveness Date. The
Companies agree (x) to include in the Exchange Offer Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is
a broker-dealer and (y) to keep such Exchange Offer Registration Statement
effective for a period (the “Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day after the Exchange
Offer has been completed or such time as such broker-dealers no longer own any
Registrable Securities. With respect to such Exchange Offer Registration
Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.


 


(c)           If (i) the Companies and the Guarantors are not permitted
to consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy; or (ii) any holder of Registrable
Securities notifies the Companies prior to the 20th business day
following consummation of the Exchange Offer that (A) such holder was
prohibited by law or Commission policy from participating in the Exchange
Offer, (B) such holder may not resell the Exchange Securities acquired by it in
the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such holder or (C) such holder is
a broker-dealer and holds Registrable Securities acquired directly from the
Companies or an affiliate of the Companies or is an Affiliated Market Maker,
then the Companies and the Guarantors shall, in lieu of (or, in the case of
clause (ii), in addition to) conducting the Exchange Offer contemplated by
Section 2(b)), use commercially reasonable efforts to file under the
Securities Act no later than the later of 30 days after the time such
obligation to file arises, a Shelf Registration Statement and to use their
commercially reasonably efforts to cause the Shelf Registration Statement to be
declared effective by the Commission as soon thereafter as practicable.


 


(d)           On the date of consummation of the Exchange Offer, the
Companies shall provide notice to the Trustee, as representative of the Noteholders,
which notice shall state (i) that the Exchange Offer has been consummated
and the date of consummation; (ii)  whether any holders of
Registrable Securities did not participate in the Exchange Offer; and
(iii)  if any holders of Registrable Securities did not participate
in the Exchange Offer, to the extent available to the Companies, the name,
address and telephone number of each such holder who did not participate and
the principal amount of Securities held by each such holder. Following the delivery
of such notice, the Trustee shall
be entitled, but in no way obligated, to contact each holder of Registrable
Securities who did not


 


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participate in the Exchange Offer and, among other
things, provide such holder with the information specified in clause (i)
above.


 


(e)           Notwithstanding the foregoing, the Companies may issue a
notice that the Shelf Registration Statement is no longer effective or the
prospectus included therein is no longer usable for offers and sales of
Registrable Securities covered by the Shelf Registration Statement for a period
not to exceed 60 days in the aggregate in any twelve-month period (a “suspension period”) if (i) such action is required by
applicable law; or (ii) due to the existence of material non-public
information, disclosure of such material non-public information would be
required to make the statements contained in the applicable registration
statement not misleading (including for the avoidance of doubt, the pendancy of
an acquisition, disposition or public or private offering by the Companies),
and the Companies have a bona fide business purpose for preserving as
confidential such material non-public information (other than avoidance of
their obligations hereunder); provided that
(x) the Companies promptly thereafter comply with the requirements of Section
3(d) hereof and (y) the required period of effectiveness for the Shelf
Registration Period set forth in Section 2(b) hereof shall be extended by the
number of days during which such Shelf Registration Statement was not effective
or usable pursuant to the foregoing provisions.


 


(f)            In the event that (i) the Shelf Registration Statement
has not become effective or been declared effective by the Commission on or
before the Effectiveness Date, (ii) the Exchange Offer is not completed on or
before the Effectiveness Date, (iii) or any Shelf Registration Statement
required by Section 2(a) or 2(c) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Companies or shall become subject
to an effective stop order issued pursuant to Section 8(d) of the Securities
Act suspending the effectiveness of such registration statement (except as
specifically permitted herein) without being succeeded immediately by an
additional registration statement filed and declared effective (each such event
referred to in clauses (i) through (iii), a “Registration
Default” and each period during which a Registration Default has
occurred and is continuing, a “Registration Default
Period”), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 9(b), additional interest (“Additional Interest”), in addition to the Base Interest,
shall accrue in an amount equal to $.05
per week per $1,000 principal amount of Registrable Securities held by such holder for the first
90 days of the Registration Default Period. The amount of Additional Interest
shall increase by an additional $.05 per week per $1,000 principal amount of Registrable Securities with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Additional Interest for all Registration Defaults of $.20 per week
per $1,000 principal amount of Registrable Securities. Notwithstanding the foregoing, the interest rate borne by
the Notes shall not exceed 11.0% per annum, except as otherwise specified in
the Indentures. To the extent the interest rate borne by any of the Securities
exceeds 11.0% per annum, the Companies may elect to pay such excess interest
through the issuance of additional notes, as provided in the Indentures.


 


(g)           The Parent and the Companies shall take, and shall cause
the Guarantors to take, all
actions reasonably necessary or advisable to be taken by them to ensure that
the transactions contemplated herein are effected as so contemplated, including
all actions reasonably necessary or advisable to register the Guarantees under
the registration statement contemplated in Section 2(a) or 2(b) hereof, as
applicable.


 


(h)           Any reference herein to a registration statement as of
any time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.


 


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3.             Registration Procedures.


 


If the Companies and the Guarantors file a
registration statement pursuant to Section 2(a) or Section 2(b), the
following provisions shall apply:


 


(a)           At or before the Effective Time of the Shelf Registration
or Exchange Registration, as the case may be, the relevant Company shall
qualify the relevant Indenture under the Trust Indenture Act of 1939.


 


(b)           In the event that such qualification would require the
appointment of a new trustee under the relevant Indenture, the relevant Company
shall appoint a new trustee thereunder pursuant to the applicable provisions of
the relevant Indenture.


 


(c)           In connection with the Companies’ and the Guarantors’
obligations with respect to the Shelf Registration, if applicable, the
Companies and the Guarantors shall:


 


(i)            use their commercially reasonable efforts to prepare and
file with the Commission, within the time period specified in Section 2(a), a
Shelf Registration Statement on any form which may be utilized by the Companies
and which shall register all of the Registrable Securities for resale by
Affiliated Market Makers and holders thereof in accordance with such method or
methods of disposition as may be specified by such Affiliated Market Makers and
such of the holders as, from time to time, may be Electing Holders and to cause
such Shelf Registration Statement to become effective within the time period
specified in Section 2(a);


 


(ii)           not less than 30 calendar days
prior to the Effective Time of the Shelf Registration Statement, mail the
Notice and Questionnaire to the holders of Registrable Securities; no holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement as of the Effective Time, and no holder shall be
entitled to use the prospectus forming a part thereof for resales of Registrable
Securities at any time, unless such holder has returned a completed and signed
Notice and Questionnaire to the Companies by the
deadline for response set forth therein; provided, however,
holders of Registrable Securities shall have at least 28 calendar days from the
date on which the Notice and Questionnaire is first mailed to such holders to
return a completed and signed Notice and Questionnaire to the Companies;


 


(iii)          after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Registrable Securities that is not
then an Electing Holder, promptly send a Notice and Questionnaire to such
holder; provided that the Companies shall not be
required (A) to take any action to name such holder as a selling securityholder
in the Shelf Registration Statement or to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities until
such holder has returned a completed and signed Notice and Questionnaire to the
Companies and (B) nothing in this clause (iii) shall require the Companies or
the Guarantors to file more than one post-effective amendment to the Shelf
Registration Statement in any 45-day period;


 


(iv)          as soon as practicable prepare and file with the
Commission such amendments and supplements to such Shelf Registration Statement
and the prospectus included therein as may be necessary to effect and maintain
the effectiveness of such Shelf Registration Statement for the period specified
in Section 2(a) hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of
such Shelf Registration Statement, and furnish to the Electing Holders and any
Affiliated Market Makers copies of any such supplement or amendment simultaneously
with or prior to its being used or filed with the Commission;


 


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(v)           comply with the provisions of the Securities Act with
respect to the disposition of all of the Registrable Securities covered by such
Shelf Registration Statement in accordance with the intended methods of
disposition by the Electing Holders and any Affiliated Market Makers provided
for in such Shelf Registration Statement;


 


(vi)          provide (A) the Electing Holders, (B) the
Affiliated Market Makers, (C) the underwriters (which term, for purposes
of this Exchange and Registration Rights Agreement, shall include a person
deemed to be an underwriter within the meaning of Section 2(a)(11) of the
Securities Act), if any, thereof, (D) any sales or placement agent
therefor, (E) counsel for any such underwriter or agent and (F) not more than
one counsel for all the Electing Holders the opportunity to review and comment
on such Shelf Registration Statement, each prospectus included therein or filed
with the Commission and each amendment or supplement thereto prior to the
filing thereof with the Commission;


 


(vii)         for a reasonable period prior to the filing of such Shelf
Registration Statement, and throughout the period specified in Section 2(a),
make available at reasonable times at the Companies’ principal place of
business or such other reasonable place for inspection by the persons referred
to in Section 3(c)(vi) who shall certify to the Companies that they have a
current intention to sell the Registrable Securities pursuant to the Shelf
Registration such financial and other information and books and records of the
Companies, and cause the officers, employees, counsel and independent certified
public accountants of the Companies to respond to such inquiries, as shall be
reasonably necessary, in the judgment of the respective counsel referred to in
such Section, to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided, however,
that each such party shall be required to maintain in confidence and not to
disclose to any other person any information or records reasonably designated
by the Companies as being confidential, until such time as (A) such information
becomes a matter of public record (whether by virtue of its inclusion in such
registration statement or otherwise), or (B) such person shall be required so
to disclose such information pursuant to a subpoena or order of any court or
other governmental agency or body having jurisdiction over the matter (subject
to the requirements of such order, and only after such person shall have given
the Companies prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, complies with applicable requirements of the federal securities laws
and the rules and regulations of the Commission and does not contain an untrue
statement of a material fact or omit to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;


 


(viii)        promptly notify each of the Electing Holders, any
Affiliated Market Makers, any sales or placement agent therefor and any
underwriter thereof (which notification may be made through any managing
underwriter that is a representative of such underwriter for such purpose) and
confirm such advice in writing, (A) when such Shelf Registration Statement or
the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Shelf
Registration Statement or any post-effective amendment, when the same has
become effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any U.S. state with respect thereto, or
any request by the Commission for amendments or supplements to or additional
information relating to, such Shelf Registration Statement or prospectus, (C)
of the issuance by the Commission of any stop order suspending the
effectiveness of such Shelf Registration Statement or the initiation or
threatening of any proceedings for that purpose,


 


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(D) if at any time the representations and warranties of
the Companies contemplated by Section 3(c)(xvii) or Section 5 cease to be true
and correct in all material respects, (E) of the receipt by the Companies of
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (F) if at any time when a
prospectus is required to be delivered under the Securities Act, that such
Shelf Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder or contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;


 


(ix)           use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such registration
statement or any post-effective amendment thereto at the earliest practicable
date;


 


(x)            if requested by any managing underwriter or underwriters,
any placement or sales agent, any Affiliated Market Maker or any Electing
Holder, promptly incorporate in a prospectus supplement or post-effective
amendment such information as is required by the applicable rules and
regulations of the Commission and as such managing underwriter or underwriters,
such agent, such Affiliated Market Maker or such Electing Holder specifies
should be included therein relating to the terms of the sale of such
Registrable Securities, including information with respect to the principal
amount of Registrable Securities being sold by such Electing Holder, such
Affiliated Market Maker or agent or to any underwriters, the name and
description of such Electing Holder, such Affiliated Market Maker, agent or
underwriter, the offering price of such Registrable Securities and any
discount, commission or other compensation payable in respect thereof, the
purchase price being paid therefor by such underwriters and with respect to any
other terms of the offering of the Registrable Securities to be sold by such
Electing Holder or agent or to such underwriters; and make all required filings
of such prospectus supplement or post-effective amendment promptly after
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment;


 


(xi)           furnish upon request to each Electing Holder, each
Affiliated Market Maker, each placement or sales agent, if any, therefor, each
underwriter, if any, thereof and the respective counsel referred to in Section
3(c)(vi) such number of conformed copies of such Shelf Registration Statement,
each such amendment and supplement thereto (in each case including all exhibits
thereto and documents incorporated by reference therein) and of the prospectus
included in such Shelf Registration Statement (including each preliminary prospectus
and any summary prospectus), in conformity in all material respects with the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder, and such other
documents, as such Electing Holder, Affiliated Market Maker, agent, if any, and
underwriter, if any, may reasonably request in order to facilitate the offering
and disposition of the Registrable Securities owned by such Electing Holder,
market-making by such Affiliated Market Maker, offered or sold by such agent or
underwritten by such underwriter and to permit such Electing Holder, Affiliated
Market Maker, agent and underwriter to satisfy the prospectus delivery
requirements of the Securities Act; and the Companies hereby consent to the use
of such prospectus (including such preliminary and summary prospectus) and any
amendment or supplement thereto by each such Electing Holder and by any such
agent, Affiliated Market Maker and underwriter, in each case in the form most
recently provided to such person by the Companies, in connection


 


9

















 


with the offering and sale of the Registrable Securities
covered by the prospectus (including such preliminary and summary prospectus)
or any supplement or amendment thereto;


 


(xii)          use all commercially reasonable efforts to (A) register
or qualify the Registrable Securities to be included in such Shelf Registration
Statement under such securities laws or blue sky laws of such U.S.
jurisdictions as any Electing Holder, Affiliated Market Maker and each
placement or sales agent, if any, therefor and underwriter, if any, thereof
shall reasonably request, (B) keep such registrations or qualifications in
effect and comply with such laws so as to permit the continuance of offers,
sales and dealings therein in such jurisdictions during the period the Shelf
Registration is required to remain effective under Section 2(a) above and (C)
take any and all other actions as may be reasonably necessary or advisable to enable
each such Electing Holder, Affiliated Market Maker, agent, if any, and
underwriter, if any, to consummate the disposition in such jurisdictions of
such Registrable Securities; provided, however,
that neither the Companies nor any of the Guarantors shall be required for any
such purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the requirements
of this Section 3(d)(xii), (2) consent to general service of process in any such
jurisdiction or (3) make any changes to its certificate of incorporation or by-laws
or any agreement between it and its stockholders;


 


(xiii)         use all commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Shelf Registration or the
offering or sale in connection therewith or to enable the selling holder or
holders or Affiliated Market Makers to offer, or to consummate the disposition of,
their Registrable Securities;


 


(xiv)        unless any Registrable Securities shall be in book-entry
only form, cooperate with the Electing Holders, the Affiliated Market Makers
and the managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold, which
certificates, if so required by any securities exchange upon which any
Registrable Securities are listed, shall be penned, lithographed or engraved,
or produced by any combination of such methods, on steel engraved borders, and
which certificates shall not bear any restrictive legends; and, in the case of
an underwritten offering, enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters may
request at least two business days prior to any sale of the Registrable
Securities;


 


(xv)         provide a CUSIP number for all Registrable Securities,
not later than the applicable Effective Time;


 


(xvi)        enter into one or more underwriting agreements,
engagement letters, agency agreements, “best efforts” underwriting agreements
or similar agreements, as appropriate, including customary provisions relating
to indemnification and contribution, and take such other actions in connection
therewith as any Affiliated Market Maker or Electing Holders aggregating at
least a majority in aggregate
principal amount of the Registrable Securities at the time outstanding shall
request in order to expedite or facilitate the disposition of such Registrable
Securities;


 


(xvii)       whether or not an agreement of the type referred to in
Section 3(c)(xvi) hereof is entered into and whether or not any portion of the
offering contemplated by the Shelf Registration is an underwritten offering or
is made through a placement or sales agent or any other entity, (A) make such
representations and warranties to the Electing Holders, the Affiliated Market
Makers and the placement or sales agent, if any, therefor and the


 


10

















 


underwriters, if any, thereof in form, substance and
scope as are customarily made in connection with an offering of debt securities
pursuant to any appropriate agreement applicable to the Shelf Registration; (B)
obtain an opinion and certificate of counsel to the Companies in customary form
and covering such matters, of the type customarily covered by such an opinion
or certificate, as the managing underwriters, if any, or as any Affiliated
Market Maker or Electing Holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding may reasonably request, addressed to such
Electing Holder or Electing Holders, such Affiliated Market Maker or Affiliated
Market Makers and the placement or sales agent, if any, therefor and the
underwriters, if any, thereof and dated the effective date of such Shelf
Registration Statement (and if such Shelf Registration Statement contemplates
an underwritten offering of a part or all of the Registrable Securities, dated
the date of the closing under the underwriting agreement relating thereto) (it
being agreed that the matters to be covered by such opinion shall include the
due incorporation and good standing of the Companies and their subsidiaries;
the due authorization, execution and delivery of the relevant agreement of the
type referred to in Section 3(c)(xvi) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the
Securities; the absence of a breach by the Companies or any of their
subsidiaries of, or a default under, material agreements binding upon the
Companies or any subsidiary of the Companies; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration,
the offering and sale of the Registrable Securities, this Exchange and
Registration Rights Agreement or any agreement of the type referred to in
Section 3(c)(xvi) hereof, except such approvals as may be required under
securities or blue sky laws of any U.S. state; the material compliance as to
form of such Shelf Registration Statement and any documents incorporated by
reference therein and of the relevant Indenture with the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder, respectively; and, as of the date of the opinion and of
the Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, the absence from such Shelf Registration Statement
and the prospectus included therein, as then amended or supplemented, and from
the documents incorporated by reference therein (in each case other than the
financial statements and other financial information contained therein) of an
untrue statement of a material fact or the omission to state therein a material
fact necessary to make the statements therein not misleading (in the case of
such documents, in the light of the circumstances under which they were made),
it being further agreed that the matters to be covered by such certificate shall
include the qualification of the Companies and their subsidiaries to transact
business as foreign corporations and the absence of material legal or
governmental proceedings involving the Companies); (C) obtain a “cold
comfort” letter or letters from the independent certified public accountants of
the Companies and their subsidiaries addressed to the selling Electing Holders,
the Affiliated Market Makers, the placement or sales agent, if any, therefor or
the underwriters, if any, thereof, dated (i) the effective date of such Shelf
Registration Statement and (ii) the effective date of any prospectus supplement
to the prospectus included in such Shelf Registration Statement or post-effective
amendment to such Shelf Registration Statement which includes unaudited or
audited financial statements as of a date or for a period subsequent to that of
the latest such statements included in such prospectus (and, if such Shelf
Registration Statement contemplates an underwritten offering pursuant to any
prospectus supplement to the prospectus included in such Shelf Registration
Statement or post-effective amendment to such Shelf Registration Statement
which includes unaudited or audited financial statements as of a date or for a
period subsequent to that of the latest such statements included in such
prospectus, dated the date of the closing under the underwriting agreement
relating thereto), such letter or letters to be in customary form and covering
such matters of the type customarily covered by letters of such type; (D)
deliver such documents and certificates, including officers’ certificates, as
may be reasonably requested by any


 


11

















 


Affiliated Market Makers or Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities at the time outstanding or the placement
or sales agent, if any, therefor and the managing underwriters, if any, thereof
to evidence the accuracy of the representations and warranties made pursuant to
clause (A) above or those contained in Section 5(a) hereof and the compliance
with or satisfaction of any agreements or conditions contained in the
underwriting agreement or other agreement entered into by the Companies or the
Guarantors; and (E) undertake such obligations relating to expense
reimbursement, indemnification and contribution as are provided in Section 6
hereof;


 


(xviii)      notify in writing each Affiliated Market Maker and holder
of Registrable Securities of any proposal by the Companies to amend or waive any
provision of this Exchange and Registration Rights Agreement pursuant to
Section 9(h) hereof and of any amendment or waiver effected pursuant thereto,
each of which notices shall contain the text of the amendment or waiver
proposed or effected, as the case may be;


 


(xix)         in the event that any broker-dealer registered under the
Exchange Act shall underwrite any Registrable Securities or participate as a
member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the National Association of Securities
Dealers, Inc. (“NASD”) or any successor thereto,
as amended from time to time) thereof, whether as a holder of such Registrable
Securities or as an underwriter, a placement or sales agent or a broker or
dealer in respect thereof, or otherwise, assist such broker-dealer in complying
with the requirements of such Conduct Rules, including by (A) if such Conduct
Rules shall so require, engaging a “qualified independent underwriter” (as
defined in such Conduct Rules) to participate in the preparation of the Shelf
Registration Statement relating to such Registrable Securities, to exercise
usual standards of due diligence in respect thereto and, if any portion of the
offering contemplated by such Shelf Registration Statement is an underwritten
offering or is made through a placement or sales agent, to recommend the yield
of such Registrable Securities, (B) indemnifying any such qualified independent
underwriter to the extent of the indemnification of underwriters provided in
Section 6 hereof (or to such other customary extent as may be requested by such
underwriter), and (C) providing such information to such broker-dealer as may
be required in order for such broker-dealer to comply with the requirements of
the Conduct Rules; and


 


(xx)          comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but in any event not later than eighteen months after the effective
date of such Shelf Registration Statement, an earning statement of Parent and
its subsidiaries complying with Section 11(a) of the Securities Act (including,
at the option of the Companies, Rule 158 thereunder).


 


(d)           In connection with the Companies’ and the Guarantors’
obligations with respect to the registration of Exchange Securities as
contemplated by Section 2(a) (the “Exchange Registration”),
if applicable, the Companies and the Guarantors shall, as soon as practicable
(or as otherwise specified):


 


(i)            prepare and file with the Commission an Exchange Offer
Registration Statement on any form which may be utilized by the Companies and
which shall permit the Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as contemplated by
Section 2(a);


 


(ii)           prepare and file with the Commission such amendments and
supplements to such Exchange Offer Registration Statement and the prospectus
included therein as may be necessary to effect and maintain the effectiveness
of such Exchange Offer Registration Statement for the periods and purposes
contemplated in Section 2(a) hereof and as may be


 


12

















 


required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Exchange Offer
Registration Statement, and promptly provide each broker-dealer holding
Exchange Securities with such number of copies of the prospectus included
therein (as then amended or supplemented), in conformity in all material
respects with the requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder, as such
broker-dealer reasonably may request prior to the expiration of the Resale
Period, for use in connection with resales of Exchange Securities;


 


(iii)          promptly notify each broker-dealer that has requested or
received copies of the prospectus included in such registration statement, and
confirm such advice in writing, (A) when such Exchange Offer Registration
Statement or the prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed, and, with respect to
such Exchange Offer Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission and
by the blue sky or securities commissioner or regulator of any U.S. state with
respect thereto on, or any request by the Commission for amendments or
supplements to or additional information relating to, such Exchange Offer
Registration Statement or prospectus, (C) of the issuance by the Commission of
any stop order suspending the effectiveness of such Exchange Offer Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(D) if at any time the representations and warranties of the Companies
contemplated by Section 5 cease to be true and correct in all material
respects, (E) of the receipt by the Companies of any notification with respect
to the suspension of the qualification of the Exchange Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (F) at any time during the Resale Period when a prospectus is
required to be delivered under the Securities Act, that such Exchange Offer
Registration Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder or contains an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;


 


(iv)          in the event that the Companies and the Guarantors would
be required, pursuant to Section 3(d)(iii)(F) above, to notify any
broker-dealers holding Exchange Securities, without delay prepare and furnish
to each such holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such Exchange
Securities during the Resale Period, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission thereunder
and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;


 


(v)           use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such Exchange Offer Registration
Statement or any post-effective amendment thereto at the earliest practicable
date;


 


(vi)          use all commercially reasonable efforts to (A) register
or qualify the Exchange Securities under the securities laws or blue sky laws
of such jurisdictions as are contemplated by Section 2(b) no later than the
commencement of the Exchange Offer, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the


 


13

















 


continuance of offers, sales and dealings therein in such
jurisdictions until the expiration of the Resale Period and (C) take any and
all other actions as may be reasonably necessary or advisable to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof
in such jurisdictions; provided, however,
that neither the Companies nor any of the Guarantors shall be required for any
such purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the requirements
of this Section 3(d)(vi), (2) consent to general service of process in any such
jurisdiction or (3) make any changes to its certificate of incorporation or by-laws
or any agreement between it and its stockholders;


 


(vii)         use all commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange Registration, the
Exchange Offer and the offering and sale of Exchange Securities by
broker-dealers during the Resale Period;


 


(viii)        provide a CUSIP number for all Exchange Securities, not
later than the applicable Effective Time; and


 


(ix)           comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but no later than eighteen months after the effective date of such
Exchange Offer Registration Statement, an earning statement of Parent and its
subsidiaries complying with Section 11(a) of the Securities Act (including, at
the option of the Companies, Rule 158 thereunder).


 


(e)           In the event that the Companies would be required,
pursuant to Section 3(c)(viii)(F) above, to notify the Electing Holders, the
Affiliated Market Makers, the placement or sales agent, if any, therefor and
the managing underwriters, if any, thereof, the Companies shall without delay
prepare and furnish to each of the Electing Holders, to each of the Affiliated
Market Makers, to each placement or sales agent, if any, and to each such
underwriter, if any, a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of Registrable
Securities, such prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Each Electing Holder
and Affiliated Market Maker agrees that upon receipt of any notice from the
Companies pursuant to Section 3(c)(viii)(F) hereof, such Electing Holder
and Affiliated Market Maker shall forthwith discontinue the disposition of
Registrable Securities pursuant to the Shelf Registration Statement applicable
to such Registrable Securities until such Electing Holder shall have received
copies of such amended or supplemented prospectus, and if so directed by the
Companies, such Electing Holder and Affiliated Market Maker shall deliver to
the Companies (at the Companies’ expense) all copies, other than permanent file
copies, then in such Electing Holder’s and Affiliated Market Maker’s respective
possession of the prospectus covering such Registrable Securities at the time
of receipt of such notice.


 


(f)            In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice and
Questionnaire, the Companies may require such Electing Holder to furnish to the
Companies such additional information regarding such Electing Holder and such
Electing Holder’s intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Companies as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing
Holder to the Companies or of the occurrence of any event in either case as a
result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing
Holder or such Electing Holder’s intended method of


 


14

















 


disposition of such Registrable Securities or omits or
would omit to state any material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and
promptly to furnish to the Companies any additional information required to
correct and update any previously furnished information or required so that
such prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.


 


(g)           Until the expiration of two years after the Issue Date,
no Company will, and will not permit any of its “affiliates” (as defined in
Rule 144) to, resell any of the Securities that have been reacquired by
any of them except pursuant to an effective registration statement under the
Securities Act.


 


4.             Registration Expenses.


 


The Companies agree to bear and to pay or cause to be
paid promptly all expenses incident to the Companies’ performance of or
compliance with this Exchange and Registration Rights Agreement, including (a)
all Commission and any NASD registration, filing and review fees and expenses
including reasonable fees and disbursements of counsel for the placement or
sales agent or underwriters in connection with such registration, filing and
review, (b) all fees and expenses in connection with the qualification of the Securities
for offering and sale under the U.S. state securities and blue sky laws
referred to in Section 3(c)(xii) hereof and determination of their eligibility
for investment under the laws of such jurisdictions as any managing
underwriters or the Electing Holders may designate, including any reasonable
fees and disbursements of counsel for the Electing Holders or underwriters in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction
(whether for exchanges, sales, market-making or otherwise) of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or reproducing any underwriting agreements, agreements
among underwriters, selling agreements and blue sky or legal investment
memoranda and all other documents in connection with the offering, sale or
delivery of Securities to be disposed of (including certificates representing
the Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Companies’ officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Companies and their
subsidiaries (including the expenses of any opinions or “cold comfort” letters
required by or incident to such performance and compliance), (h) fees,
disbursements and expenses of any “qualified independent underwriter” engaged
pursuant to Section 3(c)(xix) hereof, (i) reasonable fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Companies), (j)
any fees charged by securities rating services for rating the Securities, and
(k) fees, expenses and disbursements of any other persons, including special
experts, retained by the Companies in connection with such registration
(collectively, the “Registration Expenses”).
To the extent that any Registration Expenses are incurred, assumed or paid by
any holder of Registrable Securities or any placement or sales agent therefor
or underwriter thereof, the Companies shall reimburse such person for the full
amount of the Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor. Notwithstanding the foregoing, the holders of
the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to


 


15

















 


the sale of such Registrable Securities and the fees and disbursements
of any counsel or other advisors or experts retained by such holders (severally
or jointly), other than the counsel and experts specifically referred to above.


 


5.             Representations and Warranties.


 


Each of the Companies and the Guarantors, jointly and
severally, represents and warrants to, and agree with, each Noteholder and each
of the holders from time to time of Registrable Securities that:


 


(a)           Each registration statement covering Registrable
Securities and each prospectus (including any preliminary or summary
prospectus) contained therein or furnished pursuant to Section 3(c) or Section
3(d) hereof and any further amendments or supplements to any such registration
statement or prospectus, when it becomes effective or is filed with the
Commission, as the case may be, and, in the case of an underwritten offering of
Registrable Securities, at the time of the closing under the underwriting
agreement relating thereto, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
at all times subsequent to the Effective Time when a prospectus would be
required to be delivered under the Securities Act, other than (A) from (i) such
time as a condition or event of the type described in Section 3(c)(viii)(F) or
Section 3(d)(iii)(F) hereof is discovered by the Companies and notice
thereof is given to holders of Registrable Securities as contemplated by
Section 3(c)(viii) and 3(d)(iii) until (ii) such time as the Companies furnish
an amended or supplemented prospectus pursuant to Section 3(e) or Section
3(d)(iv) hereof and (B) during the pendancy of any suspension period described
in Section 2(d) hereof, each such registration statement, and each prospectus
(including any summary prospectus) contained therein or furnished pursuant to
Section 3(c) or Section 3(d) hereof, as then amended or supplemented, will
conform in all material respects to the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Companies by a holder of Registrable Securities expressly for use therein.


 


(b)           Any documents incorporated by reference in any prospectus
referred to in Section 5(a) hereof, when they become or became effective or are
or were filed with the Commission, as the case may be, will conform or
conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and none of such documents will contain or
contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Companies by a holder of Registrable Securities expressly for
use therein.


 


(c)           The compliance by the Companies and the Guarantors with
all of the provisions of this Exchange and Registration Rights Agreement and
the consummation of the transactions herein contemplated will not, except as
could not reasonably be expected to have a material adverse effect upon the
business, properties, financial condition or earnings of the Companies, Parent
and the Subsidiaries taken as a whole (a “Material Adverse Effect”)
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Companies, the


 


16

















 


Guarantors or any of their respective subsidiaries is a
party or by which the Companies, the Guarantors or any of their respective
subsidiaries is bound or to which any of the property or assets of the
Companies, the Guarantors or any of their respective subsidiaries is subject,
nor will such action result in any violation of the provisions of the
certificate of incorporation, certificate of formation or certificate of
limited partnership, as amended, or the by-laws or organization documents, as
applicable, of the Companies or any Guarantor or except as could not reasonably
be expected to have a Material Adverse Effect any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Companies, the Guarantors or any of their respective subsidiaries or any of
their properties; and no consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or body is
required for the consummation by the Companies and the Guarantors of the
transactions contemplated by this Exchange and Registration Rights Agreement,
except the registration under the Securities Act of the Securities,
qualification of the Indentures under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may be required
under U.S. state securities or blue sky laws in connection with the offering
and distribution of the Securities.


 


(d)           This Exchange and Registration Rights Agreement has been
duly authorized, executed and delivered by the Companies and the Guarantors.


 


6.             Indemnification.


 


(a)           Indemnification by the Companies
and the Guarantors.
The Companies and the Guarantors, jointly and severally, will indemnify and hold harmless each
of the holders of Registrable Securities included in an Exchange Offer Registration
Statement, each of the Electing Holders of Registrable Securities included in a
Shelf Registration Statement and each person who participates as a placement or
sales agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or
several, to which such holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Offer Registration Statement or Shelf Registration Statement, as
the case may be, under which such Registrable Securities were registered under
the Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Companies to any such holder, Electing Holder,
agent or underwriter, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse such holder, such Electing Holder, such
agent and such underwriter for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such action or claim
as such expenses are incurred; provided, however,
that neither the Companies nor
any of the Guarantors shall be liable to any such person in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Companies by such person
expressly for use therein.


 


(b)           Indemnification by the Holders
and any Agents and Underwriters. The Companies may require, as a condition to including
any Registrable Securities in any registration statement filed pursuant to
Section 2(a) hereof and to entering into any underwriting agreement with
respect thereto, that the Companies shall have received an undertaking
reasonably satisfactory to them from the Electing Holder of such Registrable
Securities and from each underwriter named in any such underwriting agreement,
severally and not jointly, to (i) indemnify and hold harmless the Companies,
the Guarantors, and all other
holders of Registrable Securities, against any losses, claims, damages or
liabilities to which the Companies, the Guarantors or such other holders of Registrable Securities may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or


 


17

















 


liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a material
fact contained in such registration statement, or any preliminary, final or
summary prospectus contained therein or furnished by the Companies to any such
Electing Holder, agent or underwriter, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Companies by such Electing Holder or underwriter
expressly for use therein, and (ii) reimburse the Companies and the Guarantors for any legal or other expenses
reasonably incurred by the Companies in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder’s Registrable Securities
pursuant to such registration.


 


(c)           Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions
of or contemplated by this Section 6, notify such indemnifying party in writing
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


(d)           Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified
party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties
hereto agree that it would


 


18

















 


not be just and equitable if contributions pursuant to
this Section 6(d) were determined by pro rata allocation (even if the holders
or any agents or underwriters or all of them were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 6(d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, or liabilities (or actions in respect thereof) referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 6(d), no holder
shall be required to contribute any amount in excess of the amount by which the
dollar amount of the proceeds received by such holder from the sale of any
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders’ and any underwriters’
obligations in this Section 6(d) to contribute shall be several in proportion
to the principal amount of Registrable Securities registered or underwritten,
as the case may be, by them and not joint.


 


(e)           The obligations of the Companies and the Guarantors under
this Section 6 shall be in addition to any liability which the Companies or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of
the holders and any agents or underwriters contemplated by this Section 6 shall
be in addition to any liability which the respective holder, agent or
underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Companies or the Guarantors (including any person who, with his consent,
is named in any registration statement as about to become a director of any Company
or any Guarantor) and to each
person, if any, who controls any Company within the meaning of the Securities
Act.


 


(f)            The Companies and the Guarantors agree that the indemnity
and contribution provisions of this Section 6 shall apply to the
Affiliated Market Makers to the same extent and on the same conditions as they
apply to holders of the Securities.


 


7.             Underwritten Offerings.


 


(a)           Selection of Underwriters. If any of the Registrable Securities covered by the
Shelf Registration are to be sold pursuant to an underwritten offering, the
managing underwriter or underwriters thereof shall be designated by Electing
Holders holding at least a majority in aggregate principal amount of the
Registrable Securities to be included in such offering, provided
that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Companies.


 


(b)           Participation by Holders. Each holder of Registrable Securities hereby agrees with
each other such holder that no such holder may participate in any underwritten
offering hereunder unless such holder (i) agrees to sell such holder’s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.


 


19

















 


8.             Rule 144.


 


Parent covenants to the holders of Registrable
Securities that to the extent it shall be required to do so under the Exchange
Act, Parent shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities in connection with that holder’s sale pursuant to
Rule 144, Parent shall deliver to such holder a written statement as to
whether it has complied with such requirements.


 


9.             Miscellaneous.


 


(a)           No Inconsistent Agreements. Each Company represents, warrants, covenants and agrees
that it has not granted, and shall not grant, registration rights with respect
to Registrable Securities or any other securities which would be inconsistent
with the terms contained in this Exchange and Registration Rights Agreement.


 


(b)           Specific Performance. The parties hereto acknowledge that there would be no
adequate remedy at law if either Company fails to perform any of its
obligations hereunder and that the Purchasers, the Affiliated Market Makers and
the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such
holders, in addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to compel specific performance of the
obligations of the Companies under this Exchange and Registration Rights
Agreement in accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.


 


(c)           Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Companies, to
them at 1600 Britannia Road East, Mississauga, Ontario, Canada L4W 1J2,
Attention: General Counsel with a copy to Simpson Thacher & Bartlett LLP,
425 Lexington Avenue, New York, New York 10017, Attention: Joseph H. Kaufman
and a copy to Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, NY 10019-5820
Attention: Jeffrey Whyte; and if to a holder, to the address of such holder set
forth in the security register or other records of the relevant Company, or to
such other address as the relevant Company or any such holder may have
furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.


 


(d)           Parties in Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto, the Affiliated Market Makers
and the holders from time to time of the Registrable Securities and the
respective successors and assigns of the parties hereto and such holders. In
the event that any transferee of any holder of Registrable Securities shall
acquire Registrable Securities, in any manner, whether by gift, bequest,
purchase, operation of law or otherwise, such transferee shall, without any
further writing or action of any kind, be deemed a beneficiary hereof for all
purposes and such Registrable Securities shall be held subject to all of the
terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Registrable Securities such transferee shall be


 


20

















 


entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Exchange and Registration Rights Agreement. If the Companies shall so
request, any such successor, assign or transferee shall agree in writing to
acquire and hold the Registrable Securities subject to all of the applicable
terms hereof.


 


(e)           Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made
by or on behalf of any holder of Registrable Securities, any Affiliated Market
Maker, any director, officer or partner of such holder, any agent or
underwriter or any director, officer or partner thereof, or any controlling
person of any of the foregoing, and shall survive delivery of and payment for
the Registrable Securities pursuant to the Purchase Agreement and the transfer
and registration of Registrable Securities by such holder and the consummation
of an Exchange Offer.


 


(f)            Governing Law. This Exchange and Registration
Rights Agreement shall be governed by and construed in accordance with the laws
of the State of New York.


 


(g)           Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.


 


(h)           Entire Agreement; Amendments. This Exchange and Registration Rights Agreement and the
other writings referred to herein (including Indentures and the form of
Securities) or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement may be amended and the observance of
any term of this Exchange and Registration Rights Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Companies and
the holders of at least a majority
in aggregate principal amount of the Registrable Securities at the time
outstanding. Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or
is delivered to such holder.


 


(i)            Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the registered holders of
Registrable Securities shall be made available for inspection and copying on
any business day by any Affiliated Market Maker and holder of Registrable
Securities for proper purposes only (which shall include any purpose related to
the rights of the holders of Registrable Securities under the Securities, the
Indentures and this Agreement) at the offices of the Companies at the address
thereof set forth in Section 9(c) above, at the office of the Trustee under the
Indentures.


 


(j)            Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


 


(k)           Compliance with Form S-3. Each Company agrees for the benefit of any Affiliated
Market Makers that for so long as any of the Registrable Securities remain
outstanding, if at any time sales by the Affiliated Market Makers of the
Registrable Securities will satisfy clauses 1 or 3 of the “Transaction
Requirements” specified in Form S-3 (or any comparable provision of any
successor


 


21

















 


form to Form S-3), each Company will use its
reasonable best efforts to comply with, and maintain its compliance with, the “Registrant
Requirements” of Form S-3 (or any comparable provision of any successor
form to Form S-3).


 


(l)            Incorporation by Reference. In connection with its execution and acting hereunder
the Trustee is entitled to all rights, privileges, protections, immunities,
benefits and indemnities provided to it under the Indentures.


 


If the foregoing is in accordance with your
understanding, please sign and return to us seven counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and each Company. It is understood
that your acceptance of this letter on behalf of each of the Purchasers is
pursuant to the authority set forth in a form of Agreement among Purchasers,
the form of which shall be submitted to each Company for examination upon
request, but without warranty on your part as to the authority of the signers
thereof.


 


[Signature
pages follow.]


 


22

















 


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MASONITE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Fred Arnold

  	
   

  
	
   

  	
   

  	
    Name:  Frederick
  Arnold

  
	
   

  	
   

  	
    Title:    Executive
  Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE INTERNATIONAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Fred Arnold

  	
   

  
	
   

  	
   

  	
    Name:  Frederick
  Arnold

  
	
   

  	
   

  	
    Title:    Executive
  Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE INTERNATIONAL
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Fred Arnold

  	
   

  
	
   

  	
   

  	
    Name:  Frederick
  Arnold

  
	
   

  	
   

  	
    Title:    Executive
  Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  3061275 NOVA SCOTIA
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Robert Tubbesing

  	
   

  
	
   

  	
   

  	
    Name:  Robert
  V. Tubbesing

  
	
   

  	
   

  	
    Title:    Manager
  

  
	
   

  	
   

  	
   

  
	
   

  	
  BONLEA LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy

  
	
   

  	
   

  	
    Title:    Joint
  Company Secretary 

  
	
   

  	
   

  	
   

  
	
   

  	
  CASTLEGATE ENTRY
  SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Lawrence P. Repar

  	
   

  
	
   

  	
   

  	
    Name:  Lawrence
  P. Repar

  
	
   

  	
   

  	
    Title:    President
  

  



 


 


[Registration Rights]


 

















 


	
   

  	
  CROWN DOOR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Lawrence P. Repar

  	
   

  
	
   

  	
   

  	
    Name:  Lawrence
  P. Repar

  
	
   

  	
   

  	
    Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
  CUTTING EDGE TOOLING,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Vice
  President 

  
	
   

  	
   

  	
   

  
	
   

  	
  DOOR INSTALLATION
  SPECIALIST CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Vice
  President 

  
	
   

  	
   

  	
   

  
	
   

  	
  EGER PROPERTIES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Vice
  President 

  
	
   

  	
   

  	
   

  
	
   

  	
  FLORIDA MADE DOOR CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Vice
  President 

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE PRIMEBOARD
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Vice
  President 

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE CHILE HOLDINGS
  S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ James U. Morrison

  	
   

  
	
   

  	
   

  	
    Name:  James
  U. Morrison III

  
	
   

  	
   

  	
    Title:    President
  

  



 


 


[Registration Rights]


 

















 


	
   

  	
  MASONITE COMPONENTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ James U. Morrison

  	
   

  
	
   

  	
   

  	
    Name:  James
  U. Morrison III

  
	
   

  	
   

  	
    Title:    President
  

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE EUROPE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ James U. Morrison

  	
   

  
	
   

  	
   

  	
    Name:  James
  U. Morrison III

  
	
   

  	
   

  	
    Title:    President
  

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE EUROPE LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Joint
  Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE IRELAND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ James U. Morrison

  	
   

  
	
   

  	
   

  	
    Name:  James
  U. Morrison III

  
	
   

  	
   

  	
    Title:    President
  

  
	
   

  	
   

  	
   

  
	
   

  	
  MASONITE MEXICO, S.A.
  DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Director
  

  
	
   

  	
   

  	
   

  
	
   

  	
  PINTU ACQUISITION
  COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Assistant
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMDOR CROSBY LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Joint
  Company Secretary

  



 


 


[Registration Rights]


 

















 


	
   

  	
  PREMDOR
  FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Robert Tubbesing

  	
   

  
	
   

  	
   

  	
    Name:  Robert
  V. Tubbesing

  
	
   

  	
   

  	
    Title:    Manager
  

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMDOR U.K. HOLDINGS
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Joint
  Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  WOODLANDS MILLWORK I,
  LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Assistant
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  WMW, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Rose M. Murphy 

  	
   

  
	
   

  	
   

  	
    Name:  Rose
  M. Murphy 

  
	
   

  	
   

  	
    Title:    Assistant
  Secretary

  



 


 


[Registration Rights]


 

















 


Accepted as of the date
hereof:


 


THE
BANK OF NEW YORK, solely in its capacity

as trustee for and representative of the Noteholders


	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
  /s/ Stacey B.
  Poindexter

  	
   

  
	
   

  	
    Name:  Stacey
  B. Poindexter

  
	
   

  	
    Title:    Assistant
  Vice President

  



 


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