REGISTRATION RIGHTS AGREEMENT Dated as of August 17, 2004 By and Among NORCRAFT HOLDINGS, L.P., NORCRAFT CAPITAL CORP. and UBS SECURITIES LLC and WACHOVIA CAPITAL MARKETS, LLC, as Initial Purchasers 9 3/4% Senior Discount Notes due 2012Registration Rights Agreement • October 12th, 2004 • Norcraft Capital Corp. • New York
This Registration Rights Agreement (this “Agreement”) is dated as of August 17, 2004, by and among NORCRAFT HOLDINGS, L.P., a Delaware limited partnership (the “Company”), NORCRAFT CAPITAL CORP., a Delaware corporation (the “Co-Issuer,” and together with the Company, the “Issuers”), on the one hand, and UBS SECURITIES LLC (the “Representative”) and WACHOVIA CAPITAL MARKETS, LLC (together with the Representative, the “Initial Purchasers”), on the other hand.
NORCRAFT HOLDINGS, L.P.Contribution Agreement • October 12th, 2004 • Norcraft Capital Corp.
Reference is made to the Contribution Agreement, dated as of October 21, 2003, by and among Norcraft Holdings, L.P, a Delaware limited partnership (“Holdings”), Norcraft Companies, L.P., a Delaware limited partnership (“Norcraft”), 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.
NORCRAFT HOLDINGS, L.P.Norcraft Capital Corp. • October 12th, 2004
Notwithstanding Section 3 of the Employment Agreement, effective as of the date hereof your bonus will no longer be capped at 50% of your base salary, but will instead be determined pursuant to senior executive bonus plans of Holdings and the Company as in effect from time to time in the discretion of the General Partner of Holdings. The magnitude of the bonus will continue to be tied to certain financial performance objectives to be set by the General Partner of Holdings for each fiscal year at the close of the preceding year, in consultation with you.
Assignment of InterestsAssignment of Interests • October 12th, 2004 • Norcraft Capital Corp.
Pursuant to the Limited Partnership Agreement (the “Agreement”) of Norcraft Companies, L.P., a Delaware limited partnership, dated as of October 21, 2003 between Norcraft GP, L.L.C.. and Norcraft Holdings, L.P., for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby contribute and assign to Norcraft Intermediate Holdings, L.P. all of its right, title and interest in and to the Interests (as defined in the Agreement) held by it.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 12th, 2004 • Norcraft Capital Corp. • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of August 17, 2004, to the CREDIT AGREEMENT, dated as of October 21, 2003 (the “Credit Agreement”) among Norcraft Companies, L.P., a Delaware limited partnership (the “Borrower”), Norcraft Holdings, L.P., a Delaware limited partnership (“Existing Holdings”), the other Guarantors party thereto and the Lenders (such term and each other capitalized term used but not defined herein having the meaning given it in the Credit Agreement) party thereto, UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent, UBS Securities LLC, as Bookmanager and Lead Arranger, Wachovia Bank, National Association, as Syndication Agent, Wachovia Capital Markets, LLC, as Co-Arranger, CIT Lending Services Corporation, as Documentation Agent, and UBS Loan Finance LLC, as Swingline Lender, is entered into by and among the Borrower and the several Lenders that have executed a signature page hereto.
NORCRAFT HOLDINGS, L.P. and NORCRAFT CAPITAL CORP. as Issuers and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • October 12th, 2004 • Norcraft Capital Corp. • New York
INDENTURE dated as of August 17, 2004 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, a national banking association organized under the laws of the United States of America, as Trustee (the “Trustee”).
NORCRAFT HOLDINGS, L.P. Amended and Restated Agreement of Limited Partnership Dated as of October 21, 2003Amended and Restated Agreement • October 12th, 2004 • Norcraft Capital Corp. • Delaware
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) of limited partnership of Norcraft Holdings, L.P., (the “Partnership”), dated as of October 21, 2003 is among Norcraft GP, L.L.C., a Delaware limited liability company, as the general partner (the “General Partner”) and each of the Persons (as hereinafter defined) from time to time party hereto as Limited Partners (as hereinafter defined) (together with the General Partner, the “Partners”).
NORCRAFT HOLDINGS, L.P. NORCRAFT COMPANIES, L.P.Norcraft Capital Corp. • October 12th, 2004 • New York
This letter confirms our understanding that Norcraft Holdings, L.P., a Delaware limited partnership (“Holdings”), and Norcraft Companies, L.P., a Delaware limited partnership (“Norcraft,” and together with Holdings, the “Companies”), have engaged each of Saunders, Karp & Megrue, LLC (“SKM”) and Trimaran Fund Management, L.L.C. (“Trimaran” and collectively with SKM, the “Managing Parties”) to provide management and monitoring services to the Companies upon the request of the Companies from time to time. These services are to be provided severally in respect of each of SKM and Trimaranin connection with ongoing business and financial matters, including general management and monitoring services, monitoring of operating and cash flow requirements, monitoring of corporate liquidity and other ordinary and necessary corporate finance concerns (including acquisition, advisory and finance matters and any public or private offering of securities).
NORCRAFT HOLDINGS, L.P. First Amendment to Amended and Restated Agreement of Limited PartnershipNorcraft Capital Corp. • October 12th, 2004
This FIRST AMENDMENT to the Amended and Restated Agreement of Limited Partnership (the “Amendment”) is made as of August 17, 2004, by and among Norcraft GP, L.L.C., a Delaware limited liability company, as General Partner (the “General Partner”), and the Limited Partners executing a counterpart hereto. Reference is hereby made to the Amended and Restated Agreement of Limited Partnership of Norcraft Holdings, L.P. (the “Partnership”), dated as of October 21, 2003 (as in effect immediately prior to the effectiveness hereof, the “Agreement”), among the General Partner and the Limited Partners party thereto.
ASSUMPTION AGREEMENTAssumption Agreement • October 12th, 2004 • Norcraft Capital Corp. • New York
ASSUMPTION AGREEMENT, dated as of August 13, 2004, made by Norcraft Intermediate Holdings, L.P, a Delaware limited partnership (“New Holdings”), in favor of UBS AG, STAMFORD BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meanings given to them in such Credit Agreement.
NORCRAFT HOLDINGS, L.P. NORCRAFT CAPITAL CORP. $118,000,000 9 3/4% Senior Discount Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • October 12th, 2004 • Norcraft Capital Corp. • New York
Norcraft Holdings, L.P., a Delaware limited partnership (“Holdings”), and upon execution and delivery of the Joinder Agreement (as defined herein), Norcraft Capital Corp., a Delaware corporation (“Co-Issuer” and, together with Holdings, the “Issuers”), agree with you as follows:
