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 ROYAL BANK OF CANADA, as Collateral Agent Dated as of December 13, 2013Security Agreement • December 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
This U.S. SECURITY AGREEMENT dated as of December 13, 2013 (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 ROYAL BANK OF CANADA, in its capacity as collateral agent pursuant to the Term Loan Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Age
INTERCREDITOR AGREEMENT by and among ROYAL BANK OF CANADA, as ABL Agent, ROYAL BANK OF CANADA, as Term Agent, and each Junior Agent from time to time party hereto Dated as of December 13, 2013Intercreditor Agreement • December 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of December 13, 2013 by and among (a) ROYAL BANK OF CANADA (“Royal Bank”), in its capacities as administrative agent and collateral agent (together with its successors and permitted assigns in such capacities, the “ABL Agent”) for (i) the financial institutions, lenders and investors party from time to time to the ABL Credit Agreement referred to below (such financial institutions, lenders and investors together with their respective successors and permitted assigns and transferees, including any letter of credit issuers under the ABL Credit Agreement, the “ABL Lenders”), (ii) any ABL Cash Management Affiliates (as defined below) and (iii) any ABL Hedging Affiliates (as defined below) (such ABL Cash Management Affiliates and ABL Hedging Affiliates, together with the ABL Agent and the A
JOINDER AGREEMENT December 13, 2013Joinder Agreement • December 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • New York
Reference is made to the Credit Agreement (as amended, modified or supplemented from time to time, the “Credit Agreement”), dated as of November 14, 2013, among NORCRAFT COMPANIES, L.P., a Delaware limited partnership (“Borrower”), the Lenders, RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (in such capacities, individually an “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.
CANADIAN SECURITY AGREEMENT By NORCRAFT CANADA CORPORATION, as Canadian Guarantor, and THE OTHER GUARANTORS PARTY HERETO, as Guarantors and ROYAL BANK OF CANADA, as Collateral Agent Dated as of December 13, 2013Canadian Security Agreement • December 19th, 2013 • Norcraft Companies Lp • Millwood, veneer, plywood, & structural wood members • Ontario
This CANADIAN SECURITY AGREEMENT dated as of December 13, 2013 (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 and the Guarantors, in such capacities and together with any successors in such capacities, collectively, the “Pledgors,” and each, a “Pledgor”), in favor of ROYAL BANK OF CANADA, in its capacity as collateral agent pursuant to the Term Loan 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”).
