REGISTRATION RIGHTS AGREEMENT Dated as of May 26, 2011 By and Among NORCRAFT COMPANIES, L.P., NORCRAFT FINANCE CORP., the GUARANTORS named herein and UBS SECURITIES LLC as Initial PurchaserRegistration Rights Agreement • May 27th, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This Registration Rights Agreement (this “Agreement”) is dated as of May 26, 2011, by and among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Company”), NORCRAFT FINANCE CO., a Delaware corporation (the “Co-Issuer”), and each of the Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS SECURITIES LLC (the “Initial Purchaser”), on the other hand.
CREDIT AGREEMENT dated as of December 9, 2009, among NORCRAFT COMPANIES, L.P., as Borrower, NORCRAFT INTERMEDIATE HOLDINGS, L.P. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS SECURITIES LLC, as Arranger,...Credit Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of December 9, 2009, among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (“Borrower”), NORCRAFT INTERMEDIATE HOLDINGS, L.P., a Delaware limited partnership (“Intermediate Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties (as defined herein).
U. S. SECURITY AGREEMENT By NORCRAFT COMPANIES, L.P., as Borrower, NORCRAFT INTERMEDIATE HOLDINGS, L.P., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and UBS AG, STAMFORD BRANCH, as Collateral Agent Dated as of December 9, 2009Security Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members
This U.S. SECURITY AGREEMENT dated as of December 9, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Borrower”), and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the “Original Guarantors,” the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
NORCRAFT COMPANIES, L.P. and NORCRAFT FINANCE CORP. as Issuers, the GUARANTORS named herein, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent INDENTURE Dated as of December 9, 2009Indenture • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of December 9, 2009 among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Issuer”), NORCRAFT FINANCE CORP., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), and each of the Guarantors named herein (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (in such capacity, the “Trustee”) and as the collateral agent (in such capacity, the “Collateral Agent”).
CANADIAN SECURITY AGREEMENT By NORCRAFT CANADA CORPORATION, as Guarantor, and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and UBS AG, STAMFORD BRANCH, as Collateral Agent Dated as of December 9, 2009Canadian Security Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • Ontario
This CANADIAN SECURITY AGREEMENT dated as of December 9, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT CANADA CORPORATION, a Nova Scotia unlimited liability company (the “Canadian Guarantor”), and THE GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Guarantors”), as pledgors, assignors and debtors (the Canadian Guarantor, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
INTERCREDITOR AGREEMENT, dated as of December 9, 2009 among UBS AG, Stamford Branch, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, the “First Lien Agent” as hereinafter further defined), U.S. Bank National Association, in its capacity as trustee for the Senior Secured Notes (as defined below) (in such capacity, the “Original Second Lien Agent” as hereinafter further defined) and as collateral agent for the Second Lien Secured Parties (as defined below) (in such capacity, the “Second Lien Collateral Agent” as hereinafter further defined), Norcraft Companies, L.P., a Delaware limited partnership (“Norcraft” or “Borrower”), Norcraft Canada Corporation, a Nova Scotia unlimited liability company (“Norcraft Canada”), Norcraft Intermediate Holdings, L.P., a Delaware limited partnership (“Intermediate Holdings”), Norcraft Finance Corp., a Delaware corporation (“Norcraft Finance”, and together with Norcraft Canada and Intermediate H
ContractNorcraft Holdings, L.P. • March 31st, 2008 • Millwood, veneer, plywood, & structural wood members • Delaware
THE OFFER AND SALE OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. CERTAIN TERMS USED HEREIN ARE DEFINED IN THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORCRAFT HOLDINGS, L.P. HEREINAFTER REFERRED TO, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER OF THIS NOTE AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS NOTE UPON WRITTEN REQUEST.
CANADIAN SECOND LIEN SECURITY AGREEMENT By NORCRAFT CANADA CORPORATION, as Guarantor, and THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent Dated as of December 9, 2009Security Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • Ontario
This CANADIAN SECOND LIEN SECURITY AGREEMENT dated as of December 9, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT CANADA CORPORATION, a Nova Scotia unlimited liability company (the “Canadian Guarantor”), and THE GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Guarantors”), as pledgors, assignors and debtors (the Canadian Guarantor, together with the Guarantors, in such capacities and together with any successors in such capacities, are hereinafter referred to as the “Pledgors,” and each, a “Pledgor”), in favour of U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below), and acknowledged and agreed to by, (i) U.S. Bank, Natio
Norcraft Companies, LPNorcraft Holdings, L.P. • April 15th, 2009 • Millwood, veneer, plywood, & structural wood members • Minnesota
SUPPLEMENTAL INDENTURESupplemental Indenture • May 3rd, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This SUPPLEMENTAL INDENTURE, dated as of May 2, 2011 (the “Supplemental Indenture”), is by and among Norcraft Holdings, L.P., a Delaware limited partnership (the “Issuer”), Norcraft Capital Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
NORCRAFT HOLDINGS, L.P.Contribution Agreement • April 2nd, 2007 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members
Reference is made to the Contribution Agreement, dated as of October 21, 2003 (as amended August 17, 2004, the “Contribution Agreement”), by and among Norcraft Holdings, L.P, a Delaware limited partnership (“Holdings”), Norcraft Companies, L.P., a Delaware limited partnership, Buller Norcraft Holdings, L.L.C., a Delaware limited liability company (the “Buller Investor”), and Mark Buller, David Buller, James Buller, Phil Buller, Herb Buller and Erna Buller. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Contribution Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • November 25th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This SUPPLEMENTAL INDENTURE, dated as of November 23, 2009 (the “Supplemental Indenture”), among Norcraft Holdings, L.P., a Delaware limited partnership (the “Issuer”), Norcraft Capital Corp., a Delaware corporation (the “Co-Issuer”, and together with the Issuer, the “Co-Issuers”) and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
NORCRAFT HOLDINGS, L.P.Contribution Agreement • March 31st, 2008 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members
Reference is made to the Contribution Agreement, dated as of October 21, 2003 (as amended August 17, 2004 and October 4, 2006, the “Contribution Agreement”), by and among Norcraft Holdings, L.P, a Delaware limited partnership (“Holdings”), Norcraft Companies, L.P., a Delaware limited partnership, Buller Norcraft Holdings, L.L.C., a Delaware limited liability company (the “Buller Investor”), and Mark Buller, David Buller, James Buller, Phil Buller, Herb Buller and Erna Buller. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Contribution Agreement.
AMENDMENT NO. 1 TO U.S. SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • May 27th, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members
This Amendment No. 1 to U.S. Second Lien Security Agreement, dated as of May 26, 2011 (this “Amendment”), is entered into by and among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Issuer”), NORCRAFT FINANCE CORP., a Delaware corporation (the “Co-Issuer” and together with the Issuer, each a “Pledgor” and collectively, the “Pledgors”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 27th, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This Amendment No. 1 to Credit Agreement, dated as of May 26, 2011 (this “Amendment”), is entered into by and among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (“Borrower”), NORCRAFT INTERMEDIATE HOLDINGS, L.P., a Delaware limited partnership (“Intermediate Holdings”), the Subsidiary Guarantors, the Lenders, UBS AG, Stamford Branch, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.
NORCRAFT COMPANIES, L.P. and NORCRAFT FINANCE CORP. as Issuers, the GUARANTOR named herein, as Guarantor, and as Trustee as Collateral Agent SECOND SUPPLEMENTAL INDENTURE Dated as of May 26, 2011Supplemental Indenture • May 27th, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This SECOND SUPPLEMENTAL INDENTURE dated as of May 26, 2011 (the “Second Supplemental Indenture”), is by and among Norcraft Companies, L.P., a Delaware limited partnership (the “Issuer”), Norcraft Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Norcraft Canada Corporation, a Nova Scotia unlimited liability company (the “Guarantor” and, collectively with the Issuers, the “Norcraft Parties”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under the Indenture referred to below.
FORM OF NOTE]Norcraft Holdings, L.P. • December 11th, 2009 • Millwood, veneer, plywood, & structural wood members • New York
NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Issuer”), and NORCRAFT FINANCE CORP., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), for value received promise to pay to CEDE & CO. or its registered assigns, the principal sum of on December 15, 2015.
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • May 23rd, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This Amendment No. 1 to Intercreditor Agreement, dated as of May 20, 2011 (this “Amendment”), is entered into by and among UBS AG, STAMFORD BRANCH, as First Lien Agent, U.S. BANK NATIONAL ASSOCIATION, as Original Second Lien Agent and as Second Lien Collateral Agent, NORCRAFT COMPANIES, L.P., a Delaware limited partnership (“Borrower”), NORCRAFT INTERMEDIATE HOLDINGS, L.P., a Delaware limited partnership, NORCRAFT FINANCE CORP., a Delaware corporation, and NORCRAFT CANADA CORPORATION, a Nova Scotia unlimited liability company (each, a “Guarantor” and, together with the Borrower, each, a “Norcraft Party” and collectively, the “Norcraft Parties”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 23rd, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This SUPPLEMENTAL INDENTURE, dated as of May 20, 2011 (the “Supplemental Indenture”), is by and among Norcraft Companies, L.P., a Delaware limited partnership (the “Issuer”), Norcraft Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Norcraft Canada Corporation, a Nova Scotia unlimited liability company (the “Guarantor” and, collectively with the Issuers, the “Norcraft Parties”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under the Indenture referred to below.
AMENDMENT NO. 1 TO CANADIAN SECOND LIEN SECURITY AGREEMENTCanadian Second Lien Security Agreement • May 27th, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • Ontario
This Amendment No. 1 to Canadian Second Lien Security Agreement, dated as of May 26, 2011 (this “Amendment”), is entered into by and among NORCRAFT CANADA CORPORATION, a Nova Scotia unlimited liability company, the “Pledgor”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”).
