ContractSubordinated Note • March 31st, 2008 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • Delaware
THE OFFER AND SALE OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. CERTAIN TERMS USED HEREIN ARE DEFINED IN THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORCRAFT HOLDINGS, L.P. HEREINAFTER REFERRED TO, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER OF THIS NOTE AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS NOTE UPON WRITTEN REQUEST.
NORCRAFT HOLDINGS, L.P.Contribution Agreement • March 31st, 2008 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members
Reference is made to the Contribution Agreement, dated as of October 21, 2003 (as amended August 17, 2004 and October 4, 2006, the “Contribution Agreement”), by and among Norcraft Holdings, L.P, a Delaware limited partnership (“Holdings”), Norcraft Companies, L.P., a Delaware limited partnership, Buller Norcraft Holdings, L.L.C., a Delaware limited liability company (the “Buller Investor”), and Mark Buller, David Buller, James Buller, Phil Buller, Herb Buller and Erna Buller. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Contribution Agreement.
