WII Components, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 8th, 2005 • WII Components, Inc. • Lumber & wood products (no furniture) • Delaware

This Agreement made and entered into this 6th day of July, 2005 (the “Agreement”), by and between WII Components, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and Rodney Cohen (the “Indemnitee”):

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Incentive Stock Option Agreement under the WII Components, Inc. 2003 Stock Option and Grant Plan
Incentive Stock Option Agreement • August 14th, 2006 • WII Components, Inc. • Lumber & wood products (no furniture) • Delaware

Pursuant to the WII Components, Inc. 2003 Stock Option and Grant Plan (the “Plan”), WII Components, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Voting Common Stock, par value $0.01 per share (“Common Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that

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CREDIT AGREEMENT Dated as of March 24, 2011 by and among WII COMPONENTS, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION, for itself, as a Lender and Swingline Lender...
Credit Agreement • May 13th, 2011 • WII Components, Inc. • Lumber & wood products (no furniture) • Illinois

This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, extended, refinanced, modified and/or restated from time to time, this “Agreement”) is entered into as of March 24, 2011, by and among WII Components, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender), and such Lenders.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 23rd, 2007 • WII Components, Inc. • Lumber & wood products (no furniture) • Minnesota

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 11, 2006, between WII Merger Corporation, a Delaware corporation (the “Company”), WII Holding, Inc., a Delaware corporation (“Parent”) and Joe Beyer (“Executive”) and shall become effective as of the Effective Date (as defined below).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 13th, 2007 • WII Components, Inc. • Lumber & wood products (no furniture) • Delaware

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of August 31, between WII Holding, Inc., a Delaware corporation (the “Company”), and Dale Herbst (“Executive”).

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Incentive Stock Option Agreement under the WII Components, Inc. 2003 Stock Option and Grant Plan
Incentive Stock Option Agreement • August 14th, 2006 • WII Components, Inc. • Lumber & wood products (no furniture) • Delaware

Pursuant to the WII Components, Inc. 2003 Stock Option and Grant Plan (the “Plan”), WII Components, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Voting Common Stock, par value $0.01 per share (“Common Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that

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AMENDMENT NO.3 TO THE FIRST LIEN SENIOR SECURED CREDIT AGREEMENT Dated as of February 19, 2008 among WII MERGER CORPORATION, as the initial Borrower, CREDIT SUISSE, as Administrative Agent, Swing Line Lender and an L/C Issuer, The Other Lenders...
First Lien Senior Secured Credit Agreement • February 20th, 2008 • WII Components, Inc. • Lumber & wood products (no furniture) • New York

AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment”) among WII COMPONENTS, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and CREDIT SUISSE, acting through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as Administrative Agent, Swing Line Lender, an L/C Issuer and Collateral Agent.

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55,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 23, 2005 by and among WII COMPONENTS, INC.,
Credit Agreement • November 14th, 2005 • WII Components, Inc. • Lumber & wood products (no furniture) • Illinois

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of September 23, 2005, by and among WII Components, Inc., a Delaware corporation (the “Borrower”), Antares Capital Corporation, a Delaware corporation, as administrative agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders.

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GUARANTY AND SECURITY AGREEMENT Dated as of March 24, 2011 among WII COMPONENTS, INC. and Each Other Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
Guaranty and Security Agreement • May 13th, 2011 • WII Components, Inc. • Lumber & wood products (no furniture) • Illinois

GUARANTY AND SECURITY AGREEMENT, dated as of March 24, 2011, by WII Components, Inc. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “Agent”) for the Lenders, the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2005 • WII Components, Inc. • Lumber & wood products (no furniture) • Minnesota

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of January 1, 2003, by and between WOODCRAFT INDUSTRIES, INC., a Minnesota corporation (the "Company"), and GARY NOON ("Executive").

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WAIVER AND AMENDMENT NO. 4 TO THE FIRST LIEN SENIOR SECURED CREDIT AGREEMENT AND AMENDMENT NO. 1 TO HOLDINGS GUARANTY Dated as of March 30, 2009 among WII MERGER CORPORATION, as the initial Borrower, CREDIT SUISSE, as Administrative Agent, Swing Line...
First Lien Senior Secured Credit Agreement • March 31st, 2009 • WII Components, Inc. • Lumber & wood products (no furniture) • New York

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO HOLDINGS GUARANTY (this “Amendment”) among WII COMPONENTS, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and CREDIT SUISSE, acting through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as Administrative Agent, Swing Line Lender, an L/C Issuer and Collateral Agent.

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WII COMPONENTS, INC. AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER January 5, 2007
Agreement and Plan of Merger • March 28th, 2007 • WII Components, Inc. • Lumber & wood products (no furniture) • New York

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of January 5, 2007, by and among WII Holding, Inc., a Delaware corporation (“Parent”), WII Merger Corporation, a Delaware corporation (“MergerCo”), WII Components, Inc., a Delaware corporation (the “Company”) and Behrman Capital III L.P., a Delaware limited partnership, solely in the capacity of the Stockholders’ Representative (the “Stockholders’ Representative”). Certain terms used in this Agreement are defined in Section 11.6 hereof. An index of defined terms used in this Agreement is attached as Annex A hereto.

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AMENDMENT NO. 1 TO THE CREDIT AGREEMENT Dated as of February 7, 2007
Credit Agreement • May 23rd, 2007 • WII Components, Inc. • Lumber & wood products (no furniture) • New York

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among WII COMPONENTS, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and CREDIT SUISSE, acting through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as Administrative Agent, Swing Line Lender, an L/C Issuer and Collateral Agent.

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AMENDMENT NO.2 TO THE FIRST LIEN SENIOR SECURED CREDIT AGREEMENT Dated as of January 9, 2007 among WII MERGER CORPORATION, as the initial Borrower, CREDIT SUISSE, as Administrative Agent, Swing Line Lender and an L/C Issuer, The Other Lenders Parties...
First Lien Senior Secured Credit Agreement • March 28th, 2008 • WII Components, Inc. • Lumber & wood products (no furniture) • New York

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “Amendment”) among WII COMPONENTS, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and CREDIT SUISSE, acting through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as Administrative Agent, Swing Line Lender, an L/C Issuer and Collateral Agent.

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AMENDMENT NO. 5 TO THE FIRST LIEN SENIOR SECURED CREDIT AGREEMENT Dated as of March 26, 2010 among WII MERGER CORPORATION, as the initial Borrower, CREDIT SUISSE AG (fka Credit Suisse), as Administrative Agent, Swing Line Lender and an L/C Issuer, The...
First Lien Senior Secured Credit Agreement • March 31st, 2010 • WII Components, Inc. • Lumber & wood products (no furniture) • New York

AMENDMENT NO. 5 TO THE CREDIT AGREEMENT (this “Amendment”) among WII COMPONENTS, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and CREDIT SUISSE AG (formerly known as Credit Suisse), acting through one or more of its branches, or any Affiliate thereof (collectively, “Credit Suisse”), as Administrative Agent, Swing Line Lender, an L/C Issuer and Collateral Agent.

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FIRST LIEN SENIOR SECURED CREDIT AGREEMENT Dated as of January 9, 2007 among WII MERGER CORPORATION, as the initial Borrower, CREDIT SUISSE, as Administrative Agent, Swing Line Lender and an L/C Issuer, The Other Lenders Parties Hereto and CREDIT...
First Lien Senior Secured Credit Agreement • May 23rd, 2007 • WII Components, Inc. • Lumber & wood products (no furniture) • New York
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