Exhibit 10.4 CREDIT AGREEMENT dated as of October 21, 2003,Credit Agreement • June 25th, 2004 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
and NORCRAFT FINANCE CORP. as Issuers,Indenture • April 27th, 2004 • Norcraft Companies Lp • New York
By NORCRAFT COMPANIES, L.P., as Borrower, NORCRAFT HOLDINGS, L.P., NORCRAFT FINANCE CORP., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors andSecurity Agreement • August 3rd, 2004 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
Exhibit 10.1 NORCRAFT HOLDINGS, L.P. NORCRAFT FINANCE CORP. $150,000,000 9% Senior Subordinated Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • August 3rd, 2004 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • Nova Scotia
EXECUTION DRAFT CONTRIBUTION AGREEMENT This Agreement, dated as of October 21, 2003, by and among Norcraft Holdings, L.P., a Delaware limited partnership f/k/a Norcraft Holdings, L.L.C. ("Holdings"), Norcraft Companies, L.P., a Delaware limited...Contribution Agreement • June 25th, 2004 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • Delaware
Exhibit 10.4 CREDIT AGREEMENT dated as of October 21, 2003,Credit Agreement • April 27th, 2004 • Norcraft Companies Lp • New York
ARTICLE VI INDEMNIFICATION....................................................11 6.1 General............................................................11 6.2 Exculpation........................................................12 6.3 Persons Entitled...Limited Liability Company Agreement • April 27th, 2004 • Norcraft Companies Lp • Delaware
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT Dated as of October 21, 2003Registration Rights Agreement • April 27th, 2004 • Norcraft Companies Lp • New York
Exhibit 10.12 NORCRAFT COMPANIES, L.P. 3020 Denmark Avenue, Suite 100 Eagan, MN 55121 October 21, 2003 David Van Horne 9657 Bennett Place Eden Prairie, MN 55347 Dear David: I am pleased to confirm our offer and your acceptance for you to continue your...Employment Agreement • April 27th, 2004 • Norcraft Companies Lp • Minnesota
JOINDER AGREEMENTJoinder Agreement • April 27th, 2004 • Norcraft Companies Lp • New York
This Joinder Agreement shall be governed by the and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof.
By NORCRAFT COMPANIES, L.P., as Borrower, NORCRAFT HOLDINGS, L.P., NORCRAFT FINANCE CORP., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors andSecurity Agreement • April 27th, 2004 • Norcraft Companies Lp • New York
Exhibit 10.4 CREDIT AGREEMENT dated as of October 21, 2003,Credit Agreement • August 3rd, 2004 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
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 RBC CAPITAL MARKETS* and KEYBANK...Credit Agreement • November 19th, 2013 • Norcraft Companies Lp • 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).
Exhibit 10.6 CANADIAN SECURITY AGREEMENTCanadian Security Agreement • June 25th, 2004 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • Manitoba
Exhibit 3.2 NORCRAFT COMPANIES, L.P. Agreement of Limited Partnership Dated as of October 21, 2003 NORCRAFT COMPANIES, L.P. AGREEMENT OF LIMITED PARTNERSHIP THIS AGREEMENT (the "Agreement") of limited partnership of Norcraft Companies, L.P., (the...Agreement of Limited Partnership • April 27th, 2004 • Norcraft Companies Lp • Delaware
NORCRAFT COMPANIES, L.P.Employment Agreement • March 31st, 2006 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • Minnesota
NORCRAFT HOLDINGS, L.P. Third Amended and Restated Agreement of Limited Partnership Dated as of June 25, 2007Agreement of Limited Partnership • August 10th, 2007 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT (the “Agreement”) of limited partnership of Norcraft Holdings, L.P., (the “Partnership”), dated as of June [ ], 2007, 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”).
U. S. SECURITY AGREEMENT By NORCRAFT COMPANIES, L.P., as Borrower, NORCRAFT INTERMEDIATE HOLDINGS, L.P., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and ROYAL BANK OF CANADA, as Collateral Agent Dated as of December 13, 2013Security Agreement • December 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
This U.S. SECURITY AGREEMENT dated as of December 13, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Borrower”), and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the “Original Guarantors,” the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of ROYAL BANK OF CANADA, in its capacity as collateral agent pursuant to the Term Loan Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Age
Exhibit 10.6 CANADIAN SECURITY AGREEMENTCanadian Security Agreement • April 27th, 2004 • Norcraft Companies Lp • Manitoba
INTERCREDITOR AGREEMENT by and among ROYAL BANK OF CANADA, as ABL Agent, ROYAL BANK OF CANADA, as Term Agent, and each Junior Agent from time to time party hereto Dated as of December 13, 2013Intercreditor Agreement • December 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of December 13, 2013 by and among (a) ROYAL BANK OF CANADA (“Royal Bank”), in its capacities as administrative agent and collateral agent (together with its successors and permitted assigns in such capacities, the “ABL Agent”) for (i) the financial institutions, lenders and investors party from time to time to the ABL Credit Agreement referred to below (such financial institutions, lenders and investors together with their respective successors and permitted assigns and transferees, including any letter of credit issuers under the ABL Credit Agreement, the “ABL Lenders”), (ii) any ABL Cash Management Affiliates (as defined below) and (iii) any ABL Hedging Affiliates (as defined below) (such ABL Cash Management Affiliates and ABL Hedging Affiliates, together with the ABL Agent and the A
JOINDER AGREEMENT December 13, 2013Joinder Agreement • December 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
Reference is made to the Credit Agreement (as amended, modified or supplemented from time to time, the “Credit 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 an “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.
CANADIAN SECURITY AGREEMENT By NORCRAFT CANADA CORPORATION, as Canadian Guarantor, and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and ROYAL BANK OF CANADA, as Collateral Agent Dated as of December 13, 2013Canadian Security Agreement • December 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • Ontario
This CANADIAN SECURITY AGREEMENT dated as of December 13, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT CANADA CORPORATION, a Nova Scotia unlimited liability company (the “Canadian Guarantor”) and THE GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Guarantors”), as pledgors, assignors and debtors (the Canadian Guarantor and the Guarantors, in such capacities and together with any successors in such capacities, collectively, the “Pledgors,” and each, a “Pledgor”), in favor of ROYAL BANK OF CANADA, in its capacity as collateral agent pursuant to the Term Loan Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
U. S. SECURITY AGREEMENT By NORCRAFT COMPANIES, L.P., as Borrower, NORCRAFT INTERMEDIATE HOLDINGS, L.P., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and ROYAL BANK OF CANADA, as Collateral Agent Dated as of November 14, 2013u.s. Security Agreement • November 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
This U.S. SECURITY AGREEMENT dated as of November 14, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Borrower”), and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the “Original Guarantors,” the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of ROYAL BANK OF CANADA, in its capacity as collateral agent pursuant to the ABL Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
TERMINATION OF THE MANAGEMENT AND MONITORING AGREEMENT LETTERTermination of Management and Monitoring Agreement • November 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members
This TERMINATION OF MANAGEMENT AND MONITORING AGREEMENT LETTER (this “Termination”) is entered into as of November 13, 2013, by and among Norcraft Holdings, L.P. (“Holdings”), Norcraft Companies, L.P. (together with Holdings, the “Companies”), Apax Partners, L.P., as successor in interest to Saunders, Karp & Megrue, LLC (“Apax”), and Trimaran Fund Management, L.L.C. (with Apax, the “Managing Parties”).
