Assignment of Partnership Interests between Norcraft Holdings, L.P. and Norcraft Intermediate Holdings, L.P. (August 17, 2004)
Norcraft Holdings, L.P. has assigned all of its rights, title, and interest in its partnership interests, as defined in the Norcraft Companies, L.P. Limited Partnership Agreement, to Norcraft Intermediate Holdings, L.P. This transfer is acknowledged and accepted by both parties, with Norcraft GP, L.L.C. acting as general partner for Norcraft Holdings, L.P. The agreement is effective as of August 17, 2004.
Exhibit 10.6
Assignment of Interests
Pursuant to the Limited Partnership Agreement (the “Agreement”) of Norcraft Companies, L.P., a Delaware limited partnership, dated as of October 21, 2003 between Norcraft GP, L.L.C.. and Norcraft Holdings, L.P., for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned does hereby contribute and assign to Norcraft Intermediate Holdings, L.P. all of its right, title and interest in and to the Interests (as defined in the Agreement) held by it.
| Date: August 17, 2004 | NORCRAFT HOLDINGS, L.P. | |||
| By: | NORCRAFT GP, L.L.C., its general partner | |||
| By: | /s/ Leigh Ginter | |||
| Name: | Leigh Ginter | |||
| Title: | Authorized Person | |||
The undersigned does hereby accept the foregoing contribution and assignment of Interests.
| Date: August 17, 2004 | NORCRAFT INTERMEDIATE HOLDINGS, L.P. | |||
| By: | NORCRAFT INTERMEDIATE GP, L.L.C., its general partner | |||
| By: | NORCRAFT HOLDINGS, L.P., its | |||
| sole member | ||||
| By: | NORCRAFT GP, L.L.C., its | |||
| General partner | ||||
| By: | /s/ Leigh Ginter | |||
| Name: | Leigh Ginter | |||
| Title: | Authorized Person | |||
