REGISTRATION RIGHTS AGREEMENT Dated as of December 9, 2009 By and Among NORCRAFT COMPANIES, L.P., NORCRAFT FINANCE CORP., the GUARANTORS named herein and UBS SECURITIES LLC and JEFFERIES & COMPANY, INC. as Initial PurchasersRegistration Rights Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This Registration Rights Agreement (this “Agreement”) is dated as of December 9, 2009, by and among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Company”), NORCRAFT FINANCE CO., a Delaware corporation (the “Co-Issuer”), and each of the Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS SECURITIES LLC and JEFFERIES & COMPANY, INC. (the “Representatives” and together with the other initial purchasers named in Schedule I to the Purchase Agreement (as defined herein), the “Initial Purchasers”), on the other hand.
U. S. SECURITY AGREEMENT By NORCRAFT COMPANIES, L.P., as Borrower, NORCRAFT INTERMEDIATE HOLDINGS, L.P., and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and UBS AG, STAMFORD BRANCH, as Collateral Agent Dated as of December 9, 2009Security Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members
This U.S. SECURITY AGREEMENT dated as of December 9, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Borrower”), and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the “Original Guarantors,” the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
CREDIT AGREEMENT dated as of December 9, 2009, 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 UBS SECURITIES LLC, as Arranger,...Credit Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of December 9, 2009, 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, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, 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).
NORCRAFT COMPANIES, L.P. and NORCRAFT FINANCE CORP. as Issuers, the GUARANTORS named herein, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent INDENTURE Dated as of December 9, 2009Indenture • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
INDENTURE dated as of December 9, 2009 among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Issuer”), NORCRAFT FINANCE CORP., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), and each of the Guarantors named herein (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (in such capacity, the “Trustee”) and as the collateral agent (in such capacity, the “Collateral Agent”).
CANADIAN SECURITY AGREEMENT By NORCRAFT CANADA CORPORATION, as Guarantor, and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and UBS AG, STAMFORD BRANCH, as Collateral Agent Dated as of December 9, 2009Canadian Security Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • Ontario
This CANADIAN SECURITY AGREEMENT dated as of December 9, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT CANADA CORPORATION, a Nova Scotia unlimited liability company (the “Canadian Guarantor”), and THE GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Guarantors”), as pledgors, assignors and debtors (the Canadian Guarantor, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
INTERCREDITOR AGREEMENT, dated as of December 9, 2009 among UBS AG, Stamford Branch, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, the “First Lien Agent” as hereinafter further defined), U.S. Bank National Association, in its capacity as trustee for the Senior Secured Notes (as defined below) (in such capacity, the “Original Second Lien Agent” as hereinafter further defined) and as collateral agent for the Second Lien Secured Parties (as defined below) (in such capacity, the “Second Lien Collateral Agent” as hereinafter further defined), Norcraft Companies, L.P., a Delaware limited partnership (“Norcraft” or “Borrower”), Norcraft Canada Corporation, a Nova Scotia unlimited liability company (“Norcraft Canada”), Norcraft Intermediate Holdings, L.P., a Delaware limited partnership (“Intermediate Holdings”), Norcraft Finance Corp., a Delaware corporation (“Norcraft Finance”, and together with Norcraft Canada and Intermediate H
U.S. SECOND LIEN SECURITY AGREEMENT By NORCRAFT COMPANIES, L.P., as Issuer, NORCRAFT FINANCE CORP., as Co-Issuer and THE GUARANTORS FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent Dated as of December 9, 2009u.s. Second Lien Security Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members
This SECOND LIEN SECURITY AGREEMENT dated as of December 9, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Issuer”), NORCRAFT FINANCE CORP., a Delaware corporation (the “Co-Issuer” and together with the Issuer, the “Issuers”), and the guarantors from time to time party hereto by execution of a joinder agreement (the “Guarantors”), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, are hereinafter referred to as the “Pledgors,” and each, a “Pledgor”), in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”) for the benefit of the Secured Parties (as defined
CANADIAN SECOND LIEN SECURITY AGREEMENT By NORCRAFT CANADA CORPORATION, as Guarantor, and THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent Dated as of December 9, 2009Canadian Second Lien Security Agreement • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • Ontario
This CANADIAN SECOND LIEN SECURITY AGREEMENT dated as of December 9, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NORCRAFT CANADA CORPORATION, a Nova Scotia unlimited liability company (the “Canadian Guarantor”), and THE GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Guarantors”), as pledgors, assignors and debtors (the Canadian Guarantor, together with the Guarantors, in such capacities and together with any successors in such capacities, are hereinafter referred to as the “Pledgors,” and each, a “Pledgor”), in favour of U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below), and acknowledged and agreed to by, (i) U.S. Bank, Natio
FORM OF NOTE]Senior Secured Second Lien Notes • December 11th, 2009 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the “Issuer”), and NORCRAFT FINANCE CORP., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), for value received promise to pay to CEDE & CO. or its registered assigns, the principal sum of on December 15, 2015.
