TAX RECEIVABLE AGREEMENT (TRIMARAN CABINET CONTRIBUTION) among NORCRAFT COMPANIES, INC. and EACH SHAREHOLDER OF TRIMARAN CABINET CORP. Dated as of November 13, 2013Tax Receivable Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This TAX RECEIVABLE AGREEMENT (TRIMARAN CABINET CONTRIBUTION) (“Agreement”), dated as of November 13, 2013 and effective simultaneously with the Norcraft Contribution (as that term is defined in the Reorganization Agreement (as defined herein)), is hereby entered into by and among Norcraft Companies, Inc., a Delaware corporation (“Corporate Taxpayer”), each Shareholder (as defined below), and each of the successors and assigns thereto.
NORCRAFT HOLDINGS, L.P. FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPNorcraft Companies, Inc. • March 31st, 2014 • Millwood, veneer, plywood, & structural wood members • Delaware
This Fourth Amended and Restated Agreement of Limited Partnership (this “Agreement”) of Norcraft Holdings, L.P. (the “Partnership”) dated as of November 13, 2013 is made by and among Norcraft GP, L.L.C., a Delaware limited partnership, as the general partner (the “General Partner”), and each of the Persons executing this Agreement as a limited partner.
CREDIT AGREEMENT dated as of November 14 ,2013, among NORCRAFT COMPANIES, L.P., as Borrower, NORCRAFT INTERMEDIATE HOLDINGS, L.P. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO andCredit Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of November 14, 2013, among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (“Borrower”), the Lenders, RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (in such capacities, individually, “Arranger” and collectively the “Arrangers”), KEYBANK NATIONAL ASSOCIATION as documentation agent (in such capacity, “Documentation Agent”) and ROYAL BANK OF CANADA as syndication agent (in such capacity, “Syndication Agent”), and ROYAL BANK OF CANADA, 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).
REGISTRATION RIGHTS AGREEMENT by and among Norcraft Companies Inc., Certain Stockholders of Norcraft Companies Inc. andRegistration Rights Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
REORGANIZATION AGREEMENTReorganization Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This Reorganization Agreement (this “Agreement”), dated as of November 13, 2013, is entered into by and among Norcraft Companies, Inc., a Delaware corporation (“Norcraft”), Norcraft Holdings, L.P., a Delaware limited partnership (“Holdings”), Norcraft GP, LLC, a Delaware limited liability company (“Norcraft GP”), Norcraft Companies LLC, a Delaware limited liability company (“Norcraft LLC”), SKM Norcraft Corp., a Delaware corporation (“SKM Norcraft”), SKM Equity Fund III, L.P., a Delaware limited partnership (“SKM Equity”), SKM Investment Fund, a Delaware general partnership (“SKM Investment”), Auda Partners, L.P., a Delaware limited partnership (“Auda”), Auda Partners Beteiligungen GmbH & Co. KG, a German limited partnership (“APB”), Vesey Street Fund, L.P., a Delaware limited partnership (“Vesey SF”), Arthur Street Fund, L.P., a Delaware limited partnership (“Arthur SF”), Vesey Street Portfolio, L.P., a Cayman Islands limited partnership (“Vesey SP”), Arthur Street Portfolio, L.P., a
TAX RECEIVABLE AGREEMENT (EXCHANGES)Tax Receivable Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (“Agreement”), dated as of November 13, 2013 and effective upon the consummation of the Reorganization Transactions and prior to the IPO Closing (as those terms are defined in the Reorganization Agreement (as defined herein)), is hereby entered into by and among Norcraft Companies, Inc., a Delaware corporation (“Corporate Taxpayer”), each LLC Unit Holder (as defined below), and each of the successors and assigns thereto.
NORCRAFT COMPANIES LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 13, 2013Limited Liability Company Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Norcraft Companies LLC (the “Company”), dated and effective as of November 13, 2013 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).
CREDIT AGREEMENT dated as of November 14, 2013, 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 ROYAL BANK OF CANADA, as Swingline...Security Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of November 14, 2013, 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, RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (in such capacities, individually, “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as swingline lender (in such capacity, “Swingline Lender”), 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).
EXCHANGE AGREEMENTExchange Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of November 13, 2013, among Norcraft Companies, Inc., a Delaware corporation (the “Corporation”), SKM Norcraft Corp., Trimaran Cabinet Corp. and the holders of LLC Units (as defined herein) from time to time party hereto.
