EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 9, 2003 BY AND AMONG WII HOLDINGS, INC., WOODCRAFT ACQUISITION SUBSIDIARY, INC. AND WOODCRAFT INDUSTRIES, INC. TABLE OF CONTENTSAgreement and Plan of Merger • May 14th, 2004 • PrimeWood, Inc. • Minnesota
EXHIBIT 4.1 STOCKHOLDERS AGREEMENT BY AND AMONG WII HOLDINGS, INC.Stockholders Agreement • May 14th, 2004 • PrimeWood, Inc.
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2004 • PrimeWood, Inc. • Delaware
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of April 9, 2003 by and between Woodcraft Industries, Inc., a Minnesota corporation (the "Company"), and Joel Beyer ("Executive")....Employment Agreement • May 14th, 2004 • PrimeWood, Inc. • Minnesota
BY AND AMONGCredit Agreement • May 14th, 2004 • PrimeWood, Inc. • Illinois
Exhibit 4.4 WII COMPONENTS, INC. 10% SENIOR NOTES DUE 2012 PURCHASE AGREEMENTPrimeWood, Inc. • May 14th, 2004 • New York
WII Components, Inc. Issuer 10% Senior Notes Due 2012PrimeWood, Inc. • May 14th, 2004 • New York
Exhibit 2.2 ASSET PURCHASE AGREEMENT Dated as of July 25, 2002 by and among Brentwood Acquisition Corp., Brentwood, Inc., The Lucas Kendall Company, LLC, and Brent E. Gabriel and Kathryn J. Gabriel TABLE OF CONTENTSAsset Purchase Agreement • May 14th, 2004 • PrimeWood, Inc. • Minnesota
EXHIBIT 10.2 FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Agreement made and entered into this ___ day of _____, 200_ (the "AGREEMENT"), by and between WII Holdings, Inc., a Delaware corporation (the "COMPANY," which term shall include, where...Director Indemnification Agreement • May 14th, 2004 • PrimeWood, Inc. • Delaware
EXHIBIT 2.1 PURCHASE AND EXCHANGE AGREEMENT THIS PURCHASE AND EXCHANGE AGREEMENT is made as of April 9, 2003, by and among WII Holdings, Inc., a Delaware corporation (the "Company"), each of the persons listed on SCHEDULE A hereto as an Investor...Purchase and Exchange Agreement • May 14th, 2004 • PrimeWood, Inc. • Delaware
Exhibit 10.9 FORM OF REVOLVING NOTEPrimeWood, Inc. • May 14th, 2004
FOR VALUE RECEIVED, the undersigned, WII COMPONENTS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of ANTARES CAPITAL CORPORATION, a Delaware corporation ("Lender"), at Agent's office at 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606, or at such other place as the Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), or, if less, the aggregate unpaid principal amount of all advances made pursuant to subsection 1.1(b) of the "Credit Agreement" (as hereinafter defined), at such times as are specified in, and in accordance with the provisions of, the Credit Agreement. This Revolving Note is referred to in and was executed and delivered pursuant to that certain Credit Agreement dated as of February 18, 2004 (the "Credit Agreement") among the Borrower, Antares Capital Cor
Exhibit 4.5 WII COMPONENTS, INC. 10% SENIOR NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2004 • PrimeWood, Inc.
