NORCRAFT COMPANIES LLC A Delaware Limited Liability Company FORM OF LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2013Limited 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).
TENDER AND SUPPORT AGREEMENTTender 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.
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...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”), 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).
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.
FORM OF INDEMNIFICATION AGREEMENTIndemnification 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”).
AMENDED AND RESTATED TAX RECEIVABLE (TRIMARANCONTRIBUTION) TERMINATION AGREEMENTTax Receivable 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”).
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).
March 30, 2015 John Swedeen Sioux Falls, SD 57108 Dear John:Employment 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.
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
March 30, 2015 Mark Buller East St. Paul Manitoba, R2E1B3, Canada Dear Mark:Employment 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.
March 30, 2015 Simon Solomon Brown Summit, NC 27214 Dear Simon:Severance Agreement • March 31st, 2015 • Norcraft Companies, Inc. • 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:
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
NORCRAFT HOLDINGS, L.P. FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • March 31st, 2014 • Norcraft Companies, Inc. • 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.
March 30, 2015 Eric Tanquist Burnsville, MN 55337 Dear Eric:Severance Agreement • March 31st, 2015 • Norcraft Companies, Inc. • 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:
FORM OF REORGANIZATION AGREEMENTReorganization 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
NORCRAFT HOLDINGS, L.P. Form of Fourth Amended and Restated Agreement of Limited Partnership Dated , 2013Fourth Amended and Restated Agreement of Limited Partnership • October 16th, 2013 • Norcraft Companies, Inc. • 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 , 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.
March 30, 2015 Leigh Ginter 29620 Neal Avenue Lindstrom, MN 55045 Dear Leigh:Employment 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.
TAX RECEIVABLE (SKM CONTRIBUTION) TERMINATION AGREEMENTTax Receivable Termination Agreement • 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”).
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 , 2013Registration Rights Agreement • October 16th, 2013 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware
FORM OF TAX RECEIVABLE AGREEMENT (EXCHANGES) among NORCRAFT COMPANIES, INC. and EACH MEMBER OF NORCRAFT COMPANIES LLC LISTED ON ANNEX A Dated as of [ ], 2013Tax 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.
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, 2015Agreement 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”).
FORM OF EXCHANGE AGREEMENTExchange 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.
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).
TAX RECEIVABLE (EXCHANGES) TERMINATION AGREEMENTTax Receivable (Exchanges) 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”).
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.
Norcraft Companies, Inc. [•] Shares Common Stock ($ par value) Form of Underwriting AgreementUnderwriting Agreement • October 16th, 2013 • Norcraft Companies, Inc. • 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
