AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • May 23rd, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
Contract Type FiledMay 23rd, 2011 Company Industry JurisdictionThis Amendment No. 1 to Intercreditor Agreement, dated as of May 20, 2011 (this “Amendment”), is entered into by and among UBS AG, STAMFORD BRANCH, as First Lien Agent, U.S. BANK NATIONAL ASSOCIATION, as Original Second Lien Agent and as Second Lien Collateral Agent, NORCRAFT COMPANIES, L.P., a Delaware limited partnership (“Borrower”), NORCRAFT INTERMEDIATE HOLDINGS, L.P., a Delaware limited partnership, NORCRAFT FINANCE CORP., a Delaware corporation, and NORCRAFT CANADA CORPORATION, a Nova Scotia unlimited liability company (each, a “Guarantor” and, together with the Borrower, each, a “Norcraft Party” and collectively, the “Norcraft Parties”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 23rd, 2011 • Norcraft Holdings, L.P. • Millwood, veneer, plywood, & structural wood members • New York
Contract Type FiledMay 23rd, 2011 Company Industry JurisdictionThis SUPPLEMENTAL INDENTURE, dated as of May 20, 2011 (the “Supplemental Indenture”), is by and 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”), Norcraft Canada Corporation, a Nova Scotia unlimited liability company (the “Guarantor” and, collectively with the Issuers, the “Norcraft Parties”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under the Indenture referred to below.