Norcraft Companies, Inc. Sample Contracts

NORCRAFT COMPANIES LLC A Delaware Limited Liability Company FORM OF LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2013
Limited Liability Company Agreement • October 16th, 2013 • 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 , 2013 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of [—], 2015, is by and among Fortune Brands Home & Security, Inc., a Delaware corporation (“Parent”), Tahiti Acquisition Corp., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”), and the stockholder of Norcraft Companies, Inc., a Delaware corporation (the “Company”), set forth on Schedule I attached hereto (each a “Stockholder”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement.

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TAX RECEIVABLE AGREEMENT (TRIMARAN CABINET CONTRIBUTION) among NORCRAFT COMPANIES, INC. and EACH SHAREHOLDER OF TRIMARAN CABINET CORP. Dated as of November 13, 2013
Tax 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.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members

This Indemnification Agreement (“Agreement”) is made and entered into as of this [•] day of [•], [•], by and between Norcraft Companies, Inc., a Delaware corporation (the “Company” and together with its wholly-owned subsidiaries, the “Companies”), and [•] (“Indemnitee”).

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AGREEMENT AND PLAN OF MERGER By and Among FORTUNE BRANDS HOME & SECURITY, INC., TAHITI ACQUISITION CORP. And NORCRAFT COMPANIES, INC. Dated as of March 30, 2015
Agreement and Plan of Merger • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 30, 2015 (this “Agreement”), is made by and among Fortune Brands Home & Security, Inc., a Delaware corporation (“Parent”), Tahiti Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Norcraft Companies, Inc., a Delaware corporation (the “Company”).

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AMENDED AND RESTATED TAX RECEIVABLE (TRIMARANCONTRIBUTION) TERMINATION AGREEMENT
Termination Agreement • April 14th, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members

This Amended and Restated Tax Receivable (Trimaran Contribution) Termination Agreement (the “Agreement”) is entered into as of April 13, 2015 by and among Trimaran Fund II, L.L.C. (the “Trimaran Cabinet Representative”), Trimaran Capital, L.L.C., Trimaran Parallel Fund II, L.P., CIBC Private Equity Fund Partners and BTO Trimaran, L.P. (each a “Trimaran Shareholder” and collectively, with the Trimaran Cabinet Representative, the “Trimaran Shareholders”) and Norcraft Companies, Inc., a Delaware corporation (“Norcraft,” and together with the Trimaran Shareholders, the “Parties”).

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NORCRAFT HOLDINGS, L.P. FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Norcraft 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.

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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
Credit 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).

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March 30, 2015 John Swedeen Sioux Falls, SD 57108 Dear John:
Letter Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • South Dakota

This letter agreement (this “Amendment”) confirms our agreement to amend the employment letter between you and Norcraft Companies, L.P. (the “Company”), dated as of October 21, 2003 (the “Employment Letter”). Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Employment Letter. Except as expressly modified herein, the Employment Letter remains in full force and effect, and is binding on you and the Company in accordance with its terms.

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REGISTRATION RIGHTS AGREEMENT by and among Norcraft Companies Inc., Certain Stockholders of Norcraft Companies Inc. and
Registration Rights Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
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March 30, 2015 Mark Buller East St. Paul Manitoba, R2E1B3, Canada Dear Mark:
Letter Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Minnesota

This letter agreement (this “Amendment”) confirms our agreement to amend the employment letter between you and Norcraft Companies, L.P. (Holdings”), dated as of October 21, 2003 and amended as of August 17, 2004 (the “Employment Letter”). Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Employment Letter. Except as expressly modified herein, the Employment Letter remains in full force and effect, and is binding on you and Holdings in accordance with its terms.

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March 30, 2015 Simon Solomon Brown Summit, NC 27214 Dear Simon:
Norcraft Companies, Inc. • March 31st, 2015 • Millwood, veneer, plywood, & structural wood members • Minnesota

Norcraft Companies, L.P. (the “Company”) is pleased to continue the employment letter between you and the Company, dated February 13, 2008 (the “Employment Letter”, a copy of which is attached hereto and labeled as EXHIBIT A and incorporated herein by reference) and to offer you severance protection in the event your employment terminates under certain circumstances, as described in more detail below. The purpose of this letter (the “Agreement”) is to confirm the terms and conditions of this opportunity, as follows:

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REORGANIZATION AGREEMENT
Reorganization 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

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March 30, 2015 Eric Tanquist Burnsville, MN 55337 Dear Eric:
Norcraft Companies, Inc. • March 31st, 2015 • Millwood, veneer, plywood, & structural wood members • Minnesota

Norcraft Companies, L.P. (the “Company”) is pleased to offer you severance protection in the event your employment terminates under certain circumstances, as described in more detail below. The purpose of this letter (the “Agreement”) is to confirm the terms and conditions of this opportunity, as follows:

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FORM OF REORGANIZATION AGREEMENT
Reorganization Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

This Reorganization Agreement (this “Agreement”), dated as of , 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 [ ] 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 Cayman Islands l

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March 30, 2015 Leigh Ginter 29620 Neal Avenue Lindstrom, MN 55045 Dear Leigh:
Letter Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Minnesota

This letter agreement (this “Amendment”) confirms our agreement to amend the employment letter between you and Norcraft Companies, L.P. (the “Company”), dated as of October 21, 2003 (the “Employment Letter”). Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Employment Letter. Except as expressly modified herein, the Employment Letter remains in full force and effect, and is binding on you and the Company in accordance with its terms.

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TAX RECEIVABLE (SKM CONTRIBUTION) TERMINATION AGREEMENT
Tax Receivable • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members

This Tax Receivable (SKM Contribution) Termination Agreement (the “Agreement”) is entered into as of March 30, 2015 by and among SKM Equity Fund III, L.P. (“SKM Norcraft Representative” or “SKM”) and Norcraft Companies, Inc., a Delaware corporation (“Norcraft,” and together with SKM, the “Parties”).

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FORM OF REGISTRATION RIGHTS AGREEMENT by and among Norcraft Companies Inc., Certain Stockholders of Norcraft Companies Inc. and Certain other parties hereto. Dated as of , 2013
Registration Rights Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
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FORM OF TAX RECEIVABLE AGREEMENT (EXCHANGES) among NORCRAFT COMPANIES, INC. and EACH MEMBER OF NORCRAFT COMPANIES LLC LISTED ON ANNEX A Dated as of [ ], 2013
Tax Receivable Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (“Agreement”), dated as of [ ], 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.

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FORM OF EXCHANGE AGREEMENT
Exchange Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of , 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.

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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.

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NORCRAFT COMPANIES LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 13, 2013
Limited 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).

Sample 1
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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).

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TAX RECEIVABLE (EXCHANGES) TERMINATION AGREEMENT
Termination Agreement • March 31st, 2015 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members

This Tax Receivable (Exchanges) Termination Agreement (the “Agreement”) is entered into as of March 30, 2015 by and among Mark Buller (the “LLC Unit Holder Representative” or a “Buller”), Herb Buller, Erna Buller, Philip Buller, David Buller, and James Buller (each a “Buller” and collectively, with the LLC Unit Holder Representative, the “ Bullers”) and Norcraft Companies, Inc., a Delaware corporation (“Norcraft,” and together with the Bullers, the “Parties”).

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EXCHANGE AGREEMENT
Exchange 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.

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Norcraft Companies, Inc. [•] Shares Common Stock ($ par value) Form of Underwriting Agreement
Norcraft Companies, Inc. • October 16th, 2013 • Millwood, veneer, plywood, & structural wood members • New York

Immediately prior to the consummation of the offering contemplated by this Agreement and pursuant to a Reorganization Agreement dated as of [•], 2013 by and among the Issuer and the other parties named therein, among other things, (i) Norcraft Companies LLC will be organized as a Delaware limited liability company (“Norcraft LLC”); (ii) all of the holders of Class A Units, Class B Units and Class C Units in Norcraft Holdings, L.P. (“Norcraft Holdings”) (other than Buller Norcraft Holdings LLC and MEB Norcraft LLC) will contribute all of their Class A Units, Class B Units and Class C Units in Norcraft Holdings to Norcraft LLC in exchange for common units of Norcraft LLC; (iii) all of the holders of Class D Units in Norcraft Holdings (other than Buller Norcraft Holdings LLC and MEB Norcraft LLC), which were issued pursuant to the Norcraft Holdings incentive plan, will contribute (a) all of their vested Class D

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