CREDIT AGREEMENT dated as of November 18, 2022 among MASTERBRAND, INC., as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC, MIZUHO BANK, LTD., PNC BANK, NATIONAL...Credit Agreement • February 27th, 2024 • MasterBrand, Inc. • Wood household furniture, (no upholstered) • New York
CREDIT AGREEMENT dated as of November 18, 2022 among MASTERBRAND, INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of [•], 2022Separation and Distribution Agreement • November 22nd, 2022 • MasterBrand, Inc. • Wood household furniture, (no upholstered) • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is made as of [•], 2022 by and between Fortune Brands Home & Security, Inc., a Delaware corporation (“Fortune Brands”) and MasterBrand, Inc., a Delaware corporation (“Cabinets”), and, as of the date hereof, a wholly-owned subsidiary of Fortune Brands.
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 22nd, 2022 • MasterBrand, Inc. • Wood household furniture, (no upholstered) • Delaware
THIS EMPLOYEE MATTERS AGREEMENT is made as of [●], 2022 by and between Fortune Brands Home & Security, Inc., a Delaware corporation (“Fortune Brands”), and MasterBrand, Inc., a Delaware corporation (“Cabinets”), and, as of the date hereof, a wholly-owned subsidiary of Fortune Brands.
FORM OF TAX ALLOCATION AGREEMENT by and between FORTUNE BRANDS HOME & SECURITY, INC. and MASTERBRAND, INC. Dated as of [•], 2022Tax Allocation Agreement • October 28th, 2022 • MasterBrand, Inc. • Wood household furniture, (no upholstered) • Delaware
This TAX ALLOCATION AGREEMENT (this “Agreement”) is made as of [•], 2022, by and between Fortune Brands Home & Security, Inc., a Delaware corporation (“Fortune Brands”), and MasterBrand, Inc., a Delaware corporation (“Cabinets”), and, as of the date hereof, a wholly-owned subsidiary of Fortune Brands. Fortune Brands and Cabinets are referred to herein as “Parties” or each individually as a “Party.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2024 • MasterBrand, Inc. • Wood household furniture, (no upholstered) • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended or modified from time to time and together with all annexes, exhibits, appendices and schedules hereto, this “Agreement”) dated as of May 20, 2024 is by and among (i) Dura Investment Holdings LLC, a Delaware limited liability company (the “Company”), (ii) GHK North Star Holdings LLC, a Delaware limited liability company, as Seller Representative (the “Seller Representative”), (iii) MasterBrand Cabinets LLC, a Delaware limited liability company (“Buyer”), and (iv) Dogwood Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”).
INDENTURE Dated as of June 27, 2024 Among MASTERBRAND, INC. THE SUBSIDIARY GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 7.00% SENIOR NOTES DUE 2032Indenture • June 27th, 2024 • MasterBrand, Inc. • Wood household furniture, (no upholstered) • New York
This Indenture, dated as of June 27, 2024, is by and among MasterBrand, Inc., a Delaware corporation (collectively with successors and assigns, the “Company”), the Subsidiary Guarantors party hereto and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), paying agent and registrar.
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 28th, 2022 • MasterBrand, Inc. • Wood household furniture, (no upholstered)
This TRANSITION SERVICES AGREEMENT, dated as of [•], 2022 (this “Agreement”), is by and between Fortune Brands Home & Security, Inc., a Delaware corporation (“Fortune Brands”), and MasterBrand, Inc., a Delaware corporation (“Cabinets”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2024 • MasterBrand, Inc. • Wood household furniture, (no upholstered)
This Amendment No. 1 (this “Amendment”), dated as of July 9, 2024, to the Agreement and Plan of Merger dated as of May 20, 2024 (the “Merger Agreement”) by and among (i) Dura Investment Holdings LLC, a Delaware limited liability company (the “Company”), (ii) GHK North Star Holdings LLC, a Delaware limited liability company, as Seller Representative, (iii) MasterBrand Cabinets LLC, a Delaware limited liability company (“Buyer”), and (iv) Dogwood Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 21st, 2024 • MasterBrand, Inc. • Wood household furniture, (no upholstered) • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended or modified from time to time and together with all annexes, exhibits, appendices and schedules hereto, this “Agreement”) dated as of May 20, 2024 is by and among (i) Dura Investment Holdings LLC, a Delaware limited liability company (the “Company”), (ii) GHK North Star Holdings LLC, a Delaware limited liability company, as Seller Representative (the “Seller Representative”), (iii) MasterBrand Cabinets LLC, a Delaware limited liability company (“Buyer”), and (iv) Dogwood Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 27, 2024 among MASTERBRAND, INC., as the Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • June 27th, 2024 • MasterBrand, Inc. • Wood household furniture, (no upholstered) • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 27, 2024, among MASTERBRAND, INC., a Delaware corporation, the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
