NORCRAFT HOLDINGS, L.P.

Exhibit 10.13

NORCRAFT HOLDINGS, L.P.

0000 Xxxxxxx Xxx. Xxxxx 000

Xxxxx, Xxxxxxxxx 00000

August 17, 2004

Xx. Xxxx Xxxxxx

Xxxxxx Norcraft Holdings, L.L.C.

0000 Xxxxxxx Xxx., Xxxxx 000

Xxxxx, XX 00000

Re: Amendment to Contribution Agreement

Dear Xxxx:

Reference is made to the Contribution Agreement, dated as of October 21, 2003, by and among Norcraft Holdings, L.P, a Delaware limited partnership (“Holdings”), Norcraft Companies, L.P., a Delaware limited partnership (“Norcraft”), Xxxxxx Norcraft Holdings, L.L.C., a Delaware limited liability company (the “Xxxxxx Investor”), and Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxx. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Contribution Agreement.

This letter, when countersigned by the Xxxxxx Investor, confirms our agreement that the Contribution Agreement is hereby amended as set forth in this letter pursuant to Section 9(b) of the Contribution Agreement.

Effective as of the date of the First Amendment to the Amended and Restated Agreement of Partnership, dated as of the date hereof, among Norcraft GP, L.L.C., SKM Norcraft Corp., Trimaran Cabinet Corp., and Xxxxxx Norcraft Holdings, L.L.C. (the “First Amendment”), the purchase prices with respect to the Purchase Right granted to the Xxxxxx Investor in Section 3 of the Contribution Agreement shall each be reduced by an amount equal to the First Distribution Per Unit Amount, as defined in the First Amendment.

Nothing in this letter shall be taken to alter or modify any terms or conditions of the Purchase Right other than these purchase prices, and all other original terms and conditions both of the Purchase Right and of the Contribution Agreement shall remain in full force and effect.

Sincerely,

NORCRAFT HOLDINGS, L.P.
By:		NORCRAFT GP, L.L.C.
		Its General Partner
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Authorized Person

ACKNOWLEDGED AND AGREED:
XXXXXX NORCRAFT HOLDINGS, L.L.C.
By:		/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx
		Authorized Person

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