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.
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.
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”).
