NORCRAFT HOLDINGS, L.P.
Exhibit 10.13
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
October 4, 2006
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▇▇▇▇▇▇ Norcraft Holdings, L.L.C.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
| Re: | Second Amendment to Contribution Agreement |
Dear ▇▇▇▇:
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, ▇▇▇▇▇▇ Norcraft Holdings, L.L.C., a Delaware limited liability company (the “▇▇▇▇▇▇ Investor”), and ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Contribution Agreement.
This letter, when countersigned by the ▇▇▇▇▇▇ Investor, confirms our agreement that the Contribution Agreement is hereby amended as set forth in this letter pursuant to Section 9(b) of the Contribution Agreement.
Effective as of the date of the Second Amended and Restated Limited Partnership Agreement of Holdings, dated as of the date hereof, among Norcraft GP, L.L.C., SKM Norcraft Corp., Trimaran Cabinet Corp., and ▇▇▇▇▇▇ Norcraft Holdings, L.L.C. and various other limited partners of Holdings (the “Second Holdings LP Agreement”), the purchase prices with respect to the Purchase Right granted to the ▇▇▇▇▇▇ Investor in Section 3 of the Contribution Agreement shall be changed from (a) the prices calculated in accordance with the Amendment to Contribution Agreement, dated August 17, 2004 (the “First Amendment”) to (b) the original prices set forth in the original Contribution Agreement (prior to the First Amendment), in each case, reduced by an amount equal to the sum of the First Distribution Per Unit Amount (as defined in the Second Holdings LP Agreement) and the Second Distribution Per Unit Amount (as defined in the Second Holdings LP Agreement).
Nothing in this letter shall be taken to alter or modify any terms or conditions of the Purchase Right other than these purchase prices, and all other original terms and conditions both of the Purchase Right and of the Contribution Agreement shall remain in full force and effect.
Sincerely,
| NORCRAFT HOLDINGS, L.P. | ||
| By: | NORCRAFT GP, L.L.C. Its General Partner | |
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| ACKNOWLEDGED AND AGREED: | ||
| ▇▇▇▇▇▇ NORCRAFT HOLDINGS, L.L.C. | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Authorized Person | ||