SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

Exhibit 3.1

NORCRAFT HOLDINGS, L.P.

Second Amended and Restated

Agreement of Limited Partnership

Dated as of October 4, 2006

TABLE OF CONTENTS

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NORCRAFT HOLDINGS, L.P.

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

THIS SECOND AMENDED AND RESTATED AGREEMENT (the “Agreement”) of limited partnership of Norcraft Holdings, L.P., (the “Partnership”), dated as of October 4, 2006, is among Norcraft GP, L.L.C., a Delaware limited liability company, as the general partner (the “General Partner”) and each of the Persons (as hereinafter defined) from time to time party hereto as Limited Partners (as hereinafter defined) (together with the General Partner, the “Partners”).

WHEREAS, the Partnership was formed as a limited liability company pursuant to the Delaware Limited Liability Company Act by the filing of a Certificate of Formation of a limited liability company with the Secretary of State of the State of Delaware on August 21, 2003.

WHEREAS, the Partnership was converted into a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act by the filing of a Certificate of Conversion with the Secretary of State of the State of Delaware on October 10, 2003, and certain partners entered into an limited partnership agreement (the “Original Agreement”) and filed a Certificate of Limited Partnership with the Secretary of State of the State of Delaware on October 10, 2003.

WHEREAS, the Original Agreement was amended and restated on October 21, 2003 and then further amended by the First Amendment (the Original Agreement as so amended, the “Existing Agreement”).

WHEREAS, the undersigned Partners, consisting of the General Partner, the SKM Limited Partners, the TCP Limited Partners, the Buller Limited Partners and the Management Limited Partners that hold a majority of the outstanding Class B Units and Class D Units, now desire to execute this Agreement to amend and restate the respective rights and obligations of the Partners to one another and to the Partnership.

NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1. Cross Reference Table . The following terms defined elsewhere in this Agreement in the Sections set forth below will have the respective meanings therein defined.

1.2. Certain Definitions . The following terms, as used herein, have the following meanings:

“Accredited Investor ” has the meaning assigned to such term under Regulation D.

“Act” shall mean the Delaware Revised Uniform Limited Partnership Act (6 Del . C. §17-101, et seq .) as amended and in effect from time to time.

“Affiliate” shall mean, with respect to any specified Person, (i) any Person that directly or through one or more intermediaries controls or is controlled by or is under common control with the specified Person (as used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise); provided, however that the Partnership shall be deemed not be an Affiliate of any Limited Partner, (ii) any Person who is a general partner, member, managing director, manager, or principal of such Person and (iii) any Member of the Immediate Family of such Person or any Person referred to in clauses (i) and (ii) above.

“Asset Value” of any tangible or intangible property of the Partnership (including, without limitation, goodwill) shall mean its adjusted basis for federal income tax purposes unless:

(a) the property was accepted by the Partnership as a contribution to capital at a value different then its adjusted basis, in which event the initial Asset Value for such property shall mean the gross fair market value of the property agreed to by the Partnership and the contributing Limited Partner; or

(b) the property of the Partnership is revalued in accordance with Section 17.2, as a result of the issuance of additional Interests or the redemption of all or part of the Interest of a Limited Partner in which event the Asset Value of the property of the Partnership on the date of the revaluation shall mean its gross fair market value as of such date as determined under Section 17.2.

With respect to clauses (a) and (b) above, references to the “then prevailing Asset Value” of any property as of any date shall mean the Asset Value last determined for such property less the depreciation, amortization and cost recovery deductions taken into account in computing Net Profit or Net Loss in fiscal periods subsequent to such prior determination date.

“Buller Limited Partners” shall mean Buller LLC, and each Person to whom the Interests originally held by such Person is validly Transferred in accordance with this Agreement.

“Buller LLC” shall mean Buller Norcraft Holdings, L.L.C., a Delaware limited liability company.

“Capital Units” shall mean Class A Units and Class B Units.

“Cause” shall mean (a) the commission of a felony or any other crime involving dishonesty or moral turpitude, (b) the willful or persistent failure to follow the direction of the

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General Partner, management to whom such Person reports or the Partnership, or (c) the material breach by such Person or his Affiliates of his employment agreement, if any, with the Partnership or its Subsidiaries, this Agreement or the limited liability company agreement of the General Partner, if party thereto; provided, that in the circumstances described in clauses (b) and (c) such Person shall have thirty (30) days to cure the default after notice by the Partnership.

“Certificate” shall mean the Certificate of Limited Partnership of the Partnership and any and all amendments thereto and restatements thereof filed pursuant to the Act.

“Change of Control” shall mean any sale or other disposition of all or substantially all of the assets of the Partnership (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the equity interests of the Partnership or its Subsidiaries (including shares of Blocker Stock) or sale of all or substantially all of the assets of the Partnership and its Subsidiaries, taken as a whole) to another Person (the “Change of Control Transferee” ) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the SKM Limited Partners, TCP Limited Partners and their respective Affiliates will have the power to elect a majority of the board of directors (or other similar governing body) of the Change of Control Transferee.

“Class” when used with reference to a Unit, shall mean the class of Units of which such Unit is a part as set forth in Section 3.3.

“Class A Unit Catchup Amount” shall mean an amount equal to $0.2712 per Class A Unit.

“Closing” shall mean the consummation of the transactions contemplated by the Purchase Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the corresponding provisions of any future federal tax law.

“Corporate Tax Rate” shall mean the highest combined federal, state and local income tax rate applicable to a corporation in any state in which the Partnership is engaged in business.

“ Cost ” shall mean, with respect to each (i) Class A Unit, the original issue price for such Unit (whether in cash or value of in-kind contributions, including contributions made at or after the Closing and amounts paid upon conversion of a Class D Unit), (ii) Class B Unit and Class D Unit, $0 and (iii) Class C Unit, $1.00; provided, however , that such amount, with respect to Class A Unit or Class C Unit, shall be reduced by an amount equal to the aggregate amount of all distributions made with respect to such Unit pursuant to this Agreement and any special payments made with respect to such Unit, including without limitation pursuant to a Deferred Compensation Agreement.

“Credit Agreement” shall mean that certain Credit Agreement dated as of October 21, 2003, amended and restated as of May 2, 2006 among Opco, Norcraft Intermediate Holdings, L.P., the Subsidiary Guarantors (as therein defined), the Lenders (as therein defined), UBS Securities LLC, as bookmanager and lead arranger, Wachovia Bank, National Association, as syndication agent, Wachovia Capital Markets, LLC, as co-arranger, CIT Lending Services

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Corporation, as documentation agent, UBS Loan Finance LLC, as swingline lender, and UBS AG, Stamford Branch, as Issuing Bank (as defined therein), administrative agent for the Lenders and collateral agent for the Secured Parties (as defined therein), as amended, supplemented, restated, refinanced or otherwise modified from time to time.

“Deemed Liquidity Event” shall mean (x) a Change of Control (other than from the Transfer of shares of Blocker Stock) or (y) a revaluation of assets pursuant to Section 17.2 immediately preceding the liquidation of the Partnership.

“Deemed Liquidation Amount” shall mean, as of any date, the sum of the amount distributable to all Limited Partners under Section 16.3.

“Deemed Tax Rate” shall mean (i) with respect to a Class A or Class B Unit held by a Limited Partner during a fiscal year, the highest combined federal, state (or provincial) and local statutory tax rate (after taking into account the deductibility of state (or provincial) and local income tax for federal income tax purposes) applicable to any Limited Partner in such fiscal year, and (ii) with respect to a Class D Unit held by a Limited Partner during a fiscal year, the highest combined federal, state (or provincial) and local statutory tax rate (after taking into account the deductibility of state (or provincial) and local income tax for federal income tax purposes) applicable to such Limited Partner (or its direct or indirect owner who is taxable by reason of the Partnership being a partnership) for such fiscal year assuming that such Limited Partner’s only taxable income for such fiscal year consists of the Limited Partner’s allocable share of taxable income from the Partnership plus any guaranteed payments allocable to the Limited Partner (or was received from the Partnership or its Subsidiaries by the Limited Partner or a direct or indirect owner of the Limited Partner) in such fiscal year. In no event, however, shall the Deemed Tax Rate with respect to a Unit for a fiscal year exceed the highest combined tax rate applicable to a Limited Partner residing in the United States for tax purposes in such fiscal year.

“Deferred Compensation Agreements” shall mean the Deferred Equity Incentive Compensation Agreements, to be entered into on or after the Closing Date with certain managers of the Partnership or its Subsidiaries in consideration for the foregoing of cash bonuses by such managers.

“Distribution” shall mean cash or property (net of liabilities assumed or to which the property is subject) distributed to a Limited Partner in respect of the Limited Partner’s Interest in the Partnership.

“ Distribution Threshold ” shall mean, with respect to each Class D Unit, an amount specified by the General Partner at the time of its issuance; provided , that such amount shall under no circumstances be less than the amount of Distributions to which such Unit would be entitled (if its Distribution Threshold were zero) immediately after its issuance if, at such time, the Partnership were liquidated pursuant to Section 16.3. The intent of the “Distribution Threshold” concept is to ensure that all Class D Units issued qualify as “profits interests” under Revenue Procedure 93-27, I.R.B. 1993-24, June 9, 1993 and Revenue Procedure 2001-43, I.R.B. 2001-34, August 2, 2001 and the Agreement shall be interpreted and applied consistently therewith.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean, with respect to Interests or any portion thereof or any consideration payable as contemplated by this Agreement, the fair market value thereof as determined as of the applicable reference date in good faith by the General Partner, using commercially reasonable valuation methods, taking into consideration all factors it deems relevant.

“First Amendment” shall mean the First Amendment to the Agreement dated as of the First Distribution Date.

“ First Distribution ” means the aggregate $75,692,400.28 Distribution made to Partners on the First Distribution Date.

“ First Distribution Date ” means August 17, 2004.

“First Distribution Per Unit Amount” means $0.5585.

“GAAP” shall mean United States generally accepted accounting principles in effect from time to time consistently applied throughout the period involved.

“Good Reason” shall have the meaning, if any, set forth in such Person’s employment agreement then in effect, if any, or otherwise shall mean (a) any diminution of such Person’s duties, (b) a material breach by the Partnership or any of its Subsidiaries of such Person’s employment agreement, if any, or this Agreement or (c) change in such Person’s title; provided, that in each circumstance described above the Partnership and its Subsidiaries shall have thirty (30) days to cure the default after notice by such Person.

“GP Agreement” shall mean the Amended and Restated Limited Liability Agreement of the General Partner, dated as of October 21, 2003, among SKM Norcraft Corp., Trimaran Cabinet Corp. and HMB Norcraft Corp., each as a member thereof, as amended from time to time.

“Interest” shall mean with respect to any Limited Partner as of any time, such Limited Partner’s limited partnership interest in the Partnership, which includes the number of Units such Limited Partner holds and such Limited Partner’s Capital Account balance.

“Laws” shall mean, collectively, all federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents.

“Limited Partners” shall mean those Persons admitted as Limited Partners of the Partnership pursuant to Sections 3.3, 3.5 or 3.6 in each such Person’s capacity as a Limited Partner of the Partnership.

“Liquidating Target Capital Account” shall mean, with respect to each Limited Partner, the Limited Partner’s share of the Deemed Liquidation Amount so that, for each Member, the ratio of (a) a Limited Partner’s share of the Deemed Liquidation Amount, as reduced by the Limited Partner’s Tax Reduction Amount, to (b) the total Deemed Liquidation Amount, as reduced by the Tax Reduction Amounts for all Members, is equal to the ratio of (x) such Limited

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Partner’s Capital Account balance, computed as if the Deemed Liquidation Amount were allocated pursuant to Section 17.5.2 (treating amounts distributable under Section 5.1 and 5.2 as representing items of expense or loss and, if necessary, guaranteed payments to the extent necessary to cause the Capital Account balances to equal the amounts specified in Section 17.5.2) to (y) the total value of all Capital Accounts after allocations made pursuant to a Deemed Liquidity Event.

“Management Incentive Plan” shall mean that certain Management Incentive Plan approved by the General Partner as amended from time to time.

“Management Limited Partners” shall mean the Limited Partners designated as such as set forth on Schedule 3.3 hereof and each of their Permitted Transferees.

“Maximum Offering Size” shall mean the largest aggregate number of shares which can be sold without having a material adverse effect on such offering, as determined by the managing underwriter.

“Members of the Immediate Family” shall mean, with respect to any individual, (i) each spouse, or natural or adopted child or grandchild of such individual or natural or adopted child or grandchild of such individual’s spouse, (ii) each trust created solely for the benefit of one or more of such individual and the Persons listed in clause (i) above, and solely for estate planning purposes, (iii) each custodian or guardian of any property of one or more of the Persons listed in clause (i) above, in his capacity as such custodian or guardian and (iv) each corporation, limited partnership or limited liability company controlled by such individual or one or more of the Persons listed in clause (i) above for the benefit of one or more of such Persons.

“Norcraft Canada” shall mean Norcraft Canada Corp., a Nova Scotia unlimited liability company.

“Opco” shall mean Norcraft Companies, L.P. (formerly known as Norcraft Companies, L.L.C.), a Delaware limited partnership.

“Permitted Transfer” shall mean a transfer: (a) with respect to each holder which is not a natural person, to any Affiliate or to a Person for whom such holder (or an Affiliate of such holder) acts as investment advisor or investment manager and (x) with respect to an SKM Limited Partner only, any limited partner of SKM Equity Fund III, L.P. and (y) with respect to a TCP Limited Partner only, any direct or indirect investor in the Trimaran Fund II, LLC investment program; (b) with respect to each holder who is a natural person: (i) to a Member of the Immediate Family of such holder; or (ii) and upon the death of a holder, pursuant to the will or other instrument of such holder or by applicable laws of descent and distribution to such holder’s estate, executors, administrators and personal representatives, and then to such holder’s heirs, legatees or distributees, whether or not such recipients are Members of the Immediate Family of such holder; provided, however no part of an Interest may be transferred to a minor or an incompetent except in trust or pursuant to the Uniform Gifts to Minors Act.

“Permitted Transferee” shall mean a Person that has validly acquired an Interest in the Partnership from a Limited Partner pursuant to a Permitted Transfer and which, pursuant to such Transfer, becomes a Limited Partner of the Partnership.

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“Person” shall mean an individual, partnership, joint venture, association, corporation, trust, estate, limited liability company, limited liability partnership, unincorporated entity of any kind, governmental entity or any other legal entity.

“Public Offering” shall mean a public offering and sale of the common equity of the Partnership for cash registered under the Securities Act.

“Purchase Agreement” shall mean the Unit Purchase Agreement dated as of August 29, 2003 by and between the Partnership (formerly known as Norcraft Holdings, L.L.C.), Opco, Goense, Bounds & Limited Partners B, L.P., the Sellers (as defined therein) and the Sellers’ Representatives (as defined therein).

“Qualified Public Offering” shall mean a Public Offering with an aggregate public offering price of at least $50,000,000 and a public offering price equivalent to at least $2.50 per Class A Unit.

“Registrable Shares” shall mean the common stock issued or issuable upon conversion of the Units in accordance with Article XIV; provided, however , that shares of common stock which are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant to a Registration Statement, Section 4(1) of the Securities Act or Rule 144 under the Securities Act or any successor rule under the Securities Act or (ii) at such time as such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144).

“Registration Statement” means a registration statement filed by the Partnership with the Commission for a public offering and sale of securities of the Partnership.

“Regulation D” shall mean Regulation D under the Securities Act.

“Regulations” shall mean the Treasury regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including the corresponding provisions of any future regulations).

“ Second Distribution ” shall mean the distribution of the Second Distribution Per Unit Amount, in respect of each Class A Unit pursuant to Section 5.2.1 hereof.

“ Second Distribution Date ” shall mean the date on which the Partnership had completed the Second Distribution in respect of each Class A Unit.

“Second Distribution Per Unit Amount” shall mean $0.27114236.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“SKM Limited Partners” shall mean SKM Norcraft Corp, a Delaware corporation, and each Person to whom the Interests originally held by such Person are validly Transferred in accordance with this Agreement.

“Subsidiary” shall mean any Person that is controlled, either directly or indirectly, by the Partnership or the General Partner (or other specified Person).

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“Tax Reduction Amount” shall mean (a) with respect to a holder of Series A-2 Units, the amount of federal, state and local taxes actually payable by the Limited Partner in respect of the Limited Partner’s Interest in the Partnership (other than taxes due on income allocated to the Limited Partner in respect of which the Limited Partner received a Tax Distribution) for the taxable period which includes a Deemed Liquidity Event assuming that the Limited Partner redeems its interest in the Partnership immediately after such Deemed Liquidity Event for cash equal to the Limited Partner’s Liquidating Target Capital Account or (b) with respect to each other Limited Partner, zero.

“Transfer” shall mean a sale, assignment, pledge, encumbrance, abandonment, disposition or other transfer.

“TCP Limited Partners” shall mean Trimaran Cabinet Corp., a Delaware corporation, and each Person to whom the Interests originally held by such Person are validly Transferred in accordance with this Agreement.

“Unit” shall mean each of the Class A Units, Class B Units, Class C Units, Class D Units and any other Unit of any Class of Units, which represents an Interest in the Partnership and which may from time to time be outstanding. Reference to any Unit shall include a portion of such Unit.

“Vested Class D Unit” shall mean a Class D Unit with respect to which all vesting and forfeiture provisions shall have lapsed.

1.3. Construction . The definitions of terms herein shall apply equally to (a) the singular and plural forms thereof, (b) all parts of speech thereof and (c) all tenses thereof.

ARTICLE II

FORMATION, ETC

2.1. Formation. The Partnership was formed as a limited liability company by the filing of a Certificate of Formation of a limited liability company with the Secretary of State of the State of Delaware on August 21, 2003. The Partnership was converted into a limited partnership by the filing of a Certificate of Conversion and the Certificate with the Secretary of State of the State of Delaware on October 10, 2003. The rights and liabilities of the Partners shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Partner are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2. Name . The name of the Partnership is Norcraft Holdings, L.P. The business of the Partnership may be conducted under that name or any other name that the General Partner deems appropriate or advisable. The General Partner shall file, or shall cause to be filed, any fictitious name certificates and similar filings, and any amendments thereto, that the General Partner considers appropriate or advisable.

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2.3. Term . The term of the Partnership shall continue until the Partnership is dissolved as hereinafter provided. The existence of the Partnership as a separate legal entity shall continue until cancellation of the Certificate as provided in the Act.

2.4. Purpose and Powers . Subject to the limitations contained elsewhere in this Agreement, the Partnership is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act and engaging in any and all activities necessary, advisable, convenient or incidental thereto. The Partnership shall have all powers permitted under applicable laws to do any and all things deemed by the General Partner to be necessary or desirable in furtherance of the purposes of the Partnership.

2.5. Limited Liability . Except as otherwise required by the Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and no Limited Partner shall be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being Limited Partner. All Persons dealing with the Partnership shall look solely to the assets of the Partnership for the payment of the debts, obligations or liabilities of the Partnership.

2.6. Agreement . This Agreement shall become effective upon the execution of this Agreement or a counterpart to this Agreement by each of the General Partner, SKM Limited Partners, TCP Limited Partners and Buller Limited Partners listed on Schedule 3.3 hereto as of the date hereof and upon such effectiveness the Existing Agreement shall be superseded in its entirety hereby.

ARTICLE III

PARTNERSHIP AND UNITS

3.1. Classes of Units . The Interests of the Limited Partners in the Partnership shall be represented by Units of different Classes, as follows:

3.1.1. Class A Units . Each “Series A-1 Unit” and “Series A-2 Unit” shall represent an Interest in the Partnership, shall be designated as a Series A-1 Unit or Series A-2 Unit of the Partnership and shall be entitled to the Distributions provided for in Article V. The Series A-1 Units and Series A-2 Units shall be collectively referred to as “Class A Units.”

3.1.2. Class B Units . Each “Class B Unit” shall represent an Interest in the Partnership, shall be designated as a Class B Unit of the Partnership and shall be entitled to the Distributions provided for in Article V. The Class B Units are intended to qualify as “profits interests” under Revenue Procedure 93-27, I.R.B. 1993-24, June 9, 1993 and Revenue Procedure 2001-43, I.R.B. 2001-34, August 2, 2001 and the Agreement shall be interpreted and applied consistently therewith.

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3.1.3. Class C Units. Each “Class C Unit” shall represent an Interest in the Partnership, shall be designated as a Class C Unit of the Partnership and shall be entitled to the Distributions provided for in Article V.

3.1.4. Class D Units . Each “ Class D Unit ” shall represent an Interest in the Partnership, shall be designated as a Class D Unit of the Partnership, may only be issued pursuant to the Management Incentive Plan, shall have a “Distribution Threshold” and shall be entitled to the Distributions provided for in Article V. The Class D Units are intended to qualify as “profits interests” under Revenue Procedure 93-27, I.R.B. 1993-24, June 9, 1993 and Revenue Procedure 2001-43, I.R.B. 2001-34, August 2, 2001 and the Agreement shall be interpreted and applied consistently therewith. Notwithstanding anything to the contrary in the Management Incentive Plan or in a grant certificate issued pursuant to the Management Incentive Plan with respect to a Class D Unit, each Class D Unit issued prior to the First Distribution Date shall have a conversion price (“ Conversion Price ”) equal to (a) the Fair Market Value of a Class A Unit at the time of issuance of such Class D Unit minus (b) the First Distribution Per Unit Amount and minus (c) the Second Distribution Per Unit Amount. Each Class D Unit issued on or after the First Distribution Date but prior to the Second Distribution Date shall have a Conversion Price equal to the Fair Market Value of a Class A Unit (after giving effect to the First Distribution ) at the time of issuance of such Class D Unit minus the Second Distribution Per Unit Amount. Each Class D Unit issued on or after the Second Distribution Date shall have a Conversion Price equal to the Fair Market Value of a Class A Unit (after giving effect to the First Distribution and the Second Distribution) at the time of the issuance of such Class D Unit.

3.2. Conversion of Units . A Vested Class D Unit may be converted into a Class A Unit at any time, and from time to time, by a holder thereof by delivery of a notice to the Partnership requesting such conversion and payment in full to the Partnership of the Conversion Price with respect to each Class D Unit to be converted, which such payment shall be made in cash or in another manner approved by the General Partner. Upon the occurrence of a Deemed Liquidity Event, a Vested Class D Unit shall be entitled to the Distributions provided for in Section 5.2.3.

3.3. Admission . Each Person whose name appears on Schedule 3.3 has been admitted as a Limited Partner of the Partnership. Schedule 3.3 shall indicate the total numbers of outstanding Units of each Class (and series thereof) and the designation of each Limited Partner (SKM Limited Partner, TCP Limited Partner, Buller Limited Partner or Management Limited Partner). Schedule 3.3A shall indicate the total amount of outstanding Units of each Class (and series thereof) held by each Limited Partner and former Limited Partner. Each Limited Partner shall be entitled to receive that portion of Schedule 3.3A that sets forth the number and Class of Units held by such Limited Partner, the amount and form of consideration paid therefor and the total capital contribution made with respect thereto. Each SKM Limited Partner, each TCP Limited Partner and each Buller Limited Partner shall be entitled to receive all portions of Schedule 3.3A.

3.4. Capital Contributions. Immediately following the admission of each Person as a Limited Partner of the Partnership in accordance with Section 3.3, each Limited Partner shall make the capital contributions set forth on such Limited Partner’s signature page hereto, and shall receive in exchange therefor Interests in the Partnership, as set forth on such signature page.

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3.5. Additional Limited Partners and Interests . Subject to the limitations contained elsewhere in this Agreement, the Partnership may issue additional Interests (which may consist of Units of existing Classes or new Classes of Units or fractions of a Unit, and which may have rights materially different from, and senior or junior to the outstanding Interests) and admit Persons as Limited Partners in exchange for such contributions to capital or such other consideration (including past or future services) and on such terms and conditions as the General Partner deems appropriate. As a condition to the issuance of such additional Interests and the Person’s admission as a Limited Partner, such Person shall execute and deliver to the Partnership a counterpart signature page to this Agreement, which shall set forth the capital contribution of such Person and the resulting number of Units issued in respect of such capital contribution. Promptly following the issuance of additional Interests, the Partnership’s books and records and this Agreement, including Schedule 3.3, shall be amended to reflect the revised list of Limited Partners and the total number of Units of each Class outstanding.

3.6. Admission of Permitted Transferees as Limited Partners. Upon the consummation of a valid Transfer of an Interest in accordance with this Agreement and the delivery of a counterpart signature page to this Agreement, the person to whom the Interest is Transferred shall be automatically admitted to the Partnership as a Limited Partner of the same type (e.g., SKM Limited Partner, TCP Limited Partner, Buller Limited Partner or Management Limited Partner). Promptly following such Transfer, the Partnership’s books and records and this Agreement, including Schedule 3.3 shall be appropriately amended.

3.7. Specific Limitations . No Limited Partner shall have the right or power to: (a) withdraw or reduce its capital contribution except as a result of the dissolution of the Partnership or as otherwise provided by the Act or in this Agreement, (b) make voluntary capital contributions or contribute any property to the Partnership other than cash (except for (i) the contribution by the Buller Limited Partners of the outstanding equity securities of Norcraft Canada as of the Closing, (ii) the contribution by the Management Limited Partners of equity interests in Opco on or about the Closing or (iii) as otherwise approved by the General Partner), (c) bring an action for partition against the Partnership or any Partnership assets, (d) cause the dissolution of the Partnership, except as set forth in this Agreement or as required by the Act, or (e) require that property other than cash be distributed upon any Distribution, including any liquidating Distribution.

3.8. General Partner . The General Partner shall not own any partnership interest in the Partnership and, except to the extent required by the Act, the Partnership shall not maintain a Capital Account for the General Partner. The General Partner shall not be obligated to make any contributions of capital to the Partnership and shall not be entitled to receive any Distributions; provided, however, that the Partnership shall pay all expenses associated with the administration and operation of the General Partner.

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ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1. General Partner . The General Partner shall direct, manage and control the Partnership. Except as required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full and complete authority, power and discretion to manage and control the properties of the Partnership, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Partnership in fulfillment of the purposes of the Partnership as contemplated by this Agreement. The General Partner shall be under a fiduciary duty to conduct and manage the affairs of the Partnership in a prudent, businesslike and lawful manner and shall devote such part of its time to the affairs of the Partnership as shall be deemed necessary and appropriate to pursue the business and carry out the purposes of the Partnership as contemplated in this Agreement.

4.2. Authority of General Partner Exclusive. Unless authorized to do so by this Agreement or the General Partner, no attorney-in-fact, employee or other agent of the Partnership shall have any power or authority to bind the Partnership in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Limited Partner shall have any power or authority to bind the Partnership unless the Limited Partner has been authorized by the General Partner to act as an agent of the Partnership in accordance with this Agreement.

4.3. Officers; Agents . The General Partner shall have the power to appoint agents (who may be referred to as officers) to act for the Partnership with such titles, if any, as the General Partner deems appropriate and to delegate to such officers or agents such of the powers of the General Partner, including the power to execute documents on behalf of the Partnership, as the General Partner may in its sole discretion determine. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer, Treasurer, Secretary or Controller. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the General Partner, any officer so appointed shall have the same authority to act for the Partnership as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority; provided, however, that without specific delegation for a specific transaction or generally, no officer shall have the power to acquire real property, to borrow money, to issue notes, debentures, securities, equity or other interests of or in the Partnership, to make investments in (other than the investment of surplus cash in the ordinary course of business) or to acquire securities of any Person, to give guarantees, to merge, liquidate or dissolve the Partnership, or to sell or lease all or any substantial portion of the assets of the Partnership. The General Partner, in its sole discretion, may ratify any act previously taken.

4.3.1. Appointment/Election . Officers and agents of the Partnership, if any, shall be appointed by the General Partner from time to time in its discretion. Any two or more offices may be held by the same person. The General Partner may delegate to any officer the power to elect or appoint any other officer or any agents. Each officer shall hold office until such officer’s respective successor is chosen, unless a shorter period shall have been specified by the terms of such officer’s election or appointment, or in each case until such officer sooner dies, resigns, is removed or becomes disqualified.

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Each agent shall retain its authority at the pleasure of the General Partner, or the officer by whom such agent was appointed or by the officer who then holds agent appointive power. Any officer or agent may resign by delivering a written letter of resignation to the General Partner, which resignation shall, unless otherwise specified in the letter of resignation, be effective upon receipt. The General Partner or the officer appointing the officer or agent may remove any officer or agent at any time without giving any reason for such removal (except as provided in a written agreement between the Partnership or one of its Subsidiaries and such officer or agent) and no officer or agent shall be entitled to any damages by virtue of such removal from office or position as agent (except as provided in a written agreement between the Partnership or one of its Subsidiaries and such officer or agent). Effective immediately after the Closing, the initial officers of the Partnership were:

Chief Executive Officer and President – Mark Buller

Treasurer and Secretary – Leigh Ginter

4.3.2. Chairman, Vice Chairman, President and Vice President . The Chairman, if any, shall have such duties and powers as shall be designated from time to time by the General Partner. Unless the General Partner otherwise specifies, the Chairman, or if there is none, the President, shall preside, or designate the person who shall preside, at all meetings of the Partners. Unless the General Partner otherwise specifies, the President shall be the chief executive officer and shall have direct charge of all business operations of the Partnership and, subject to the control of the General Partner, shall have general charge and supervision of the business of the Partnership. Any vice presidents shall have duties as shall be designated from time to time by the General Partner, the Chairman or the President.

4.3.3. Treasurer and Assistant Treasurers. Unless the General Partner otherwise specifies, the Treasurer, if any, shall be the chief financial officer of the Partnership and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the General Partner, the Chairman or the President. If no Controller is elected, the Treasurer shall, unless the General Partner otherwise specifies, also have the duties and powers of the Controller. Any Assistant Treasurers shall have such duties and powers as shall be designated from time to time by the General Partner, the Chairman, the President or the Treasurer.

4.3.4. Controller and Assistant Controllers . If a Controller is elected, the Controller shall, unless the General Partner otherwise specifies, be the chief accounting officer of the Partnership and be in charge of its books of account and accounting records, and of its accounting procedures. The Controller shall have such other duties and powers as may be designated from time to time by the General Partner, the Chairman, the President or the Treasurer. Any Assistant Controller shall have such duties and powers as shall be designed from time to time by the General Partner, the Chairman, the President, the Treasurer or the Controller.

4.3.5. Secretary and Assistant Secretaries. The Secretary shall record all proceedings of the Partners in a book or series of books to be kept therefor. In the absence of the Secretary from any meeting, an Assistant Secretary, or if there be none or

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no Assistant Secretary is present, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall keep or cause to be kept records, which shall contain the names and record addresses of the Partners. The Secretary shall have such other duties and powers as may from time to time be designated by the General Partner, the Chairman or the President. Any Assistant Secretaries shall have such duties and powers as shall be designated from time to time by the General Partner, the Chairman, the President or the Secretary.

4.3.6. Execution of Papers. Except as the General Partner may generally or in particular cases authorize the execution thereof in some other manner, and subject to the limitations set forth in this Section 4.3, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the Partnership shall be signed by the Chairman, the President, a Vice President, the Secretary or the Treasurer.

ARTICLE V

DISTRIBUTIONS

5.1. Tax Distributions . Subject to this Article V, the Partnership shall distribute to each Limited Partner with respect to each Unit held by such Limited Partner, by no later than April 10 of each fiscal year an amount (the “Tax Distribution” ) in cash equal to (A) the excess, if any, of (i) the product of (x) the Deemed Tax Rate with respect to such Unit multiplied by (y) the taxable income of the Partnership allocated to a Limited Partner by reason of the Partner’s holding such Unit pursuant to Sections 17.5, 17.6 and 17.7 for the preceding fiscal year, over (ii) the amounts previously distributed in respect of such Unit for such fiscal year pursuant to this Section 5.1 in such preceding fiscal year or prior to the date of the Tax Distribution in the current fiscal year, plus (B) in the case of a holder of Series A-2 Units, an amount equal to the accounting and other administrative costs attributable to the Limited Partner’s holding its Interest in the Partnership and maintaining its existence (including, without limitation, any doing business fees or taxes or franchise taxes or capital net worth and similar taxes relating to maintaining its existence). For the avoidance of doubt, such Tax Distributions may be made prior to April 10 (including in the preceding fiscal year) in order to permit the Limited Partners to satisfy estimated tax or other tax payment requirements, and any such Tax Distributions with respect to estimated tax payments shall be made not later than the tenth day after the completion of each fiscal quarter or as soon as practicable thereafter. If the income allocated to a Limited Partner in respect of a Unit is adjusted on audit and there is a final determination that the Limited Partner’s share of the Partnership’s taxable income for a particular year is greater than the amount initially allocated to such Limited Partner by the Partnership, the Partnership shall distribute to such Limited Partner an amount equal to the Deemed Tax Rate with respect to such Unit times the increase in taxable income allocated to such Limited Partner in respect of such Unit. If the income allocated to a Limited Partner is adjusted on audit and there is a final determination that the Limited Partner’s share of the Partnership’s taxable income with respect to a Unit for a particular year is less than the amount initially allocated to such Limited Partner by the Partnership with respect to such Unit, the Partnership shall deduct from such Limited Partner’s Tax Distribution for the following fiscal year an amount equal to the Deemed Tax Rate with respect to such Unit times the decrease in taxable income allocated to the Limited Partner with respect to such Unit. Because no taxable income in excess of taxable loss will be allocated in respect of a Class C Unit, no Tax Distribution shall be made with respect to a Class C Unit.

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5.1.1. Unless the General Partner determines in good faith that a possible Tax Distribution referred to in Section 5.1 would be prohibited under the Act, under any law, statute, rule, regulation or contractual obligation applicable to or binding on the Partnership or any of its Subsidiaries, the Partnership shall make a Tax Distribution to the Limited Partners entitled thereto not later than the date specified in Section 5.1, and in the event that a contractual obligation prohibits the Partnership from making a Tax Distribution, the Partnership shall make a good faith effort to have the prohibition imposed by such contractual obligation removed and shall cause a Distribution of such portion, if any, of such Tax Distribution that is not so prohibited to be made pro rata to Limited Partners based on the portions of the Tax Distribution otherwise payable that such Limited Partners would receive.

5.1.2. Any determination of the amount of a Tax Distribution made by the General Partner pursuant to this Section 5.1 shall be conclusive and binding on all Partners.

5.2. Distributions . Except for Tax Distributions and distributions made in connection with a liquidation of the Partnership pursuant to Section 16.3, the General Partner shall have the sole discretion to make any Distributions and any Distributions so made from and after the First Distribution Date shall be made:

5.2.1. first, to the holders of Class A Units, Class B Units and Class C Units pro rata in proportion to the number of Class A Units, Class B Units and Class C Units held thereby until such time as the holders of the Class A Units outstanding as of the Closing shall have received aggregate Distributions since the First Distribution Date (excluding Tax Distributions and the First Distribution) equal to the Second Distribution Per Unit Amount, in respect of each such Class A Unit so held;

5.2.2. second, to the holders of Class A Units and Class C Units pro rata in proportion to the number of Class A Units and Class C Units held thereby until such time as the holders of the Class A Units outstanding as of the Closing shall have received aggregate Distributions since the Second Distribution Date (excluding Tax Distributions, the First Distribution and the Second Distribution) equal to (a) $1.00 minus (b) the sum of the First Distribution Per Unit Amount and the Second Distribution Per Unit Amount, in respect of each such Class A Unit so held; and

5.2.3. thereafter, any Distributions made by the Partnership shall be made to the holders of Class A Units and Class B Units pro rata in proportion to the number of Class A Units and Class B Units held thereby; provided, however , that solely for purposes of the pro rata allocation determined by Section 9.3.5 and upon a Deemed Liquidity Event, such Distributions made by the Partnership shall be made to the holders of Class A Units, Class B Units and Vested Class D Units pro rata in proportion to the number of Class A Units, Class B Units and Vested Class D Units held thereby; and, provided, further, that :

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(i) no Class B Unit shall be entitled to any Distributions under this Section 5.2.3 unless and until there shall have been distributed on each Class A Unit pursuant to this Section 5.2.3, an aggregate amount of Distributions equal to the Class A Unit Catchup Amount; and

(ii) each Distribution that would otherwise be made in respect of any Vested Class D Unit (including Distributions made pursuant to the following sentence) shall be reduced up to the amount of such Distribution until the aggregate amount of all such reductions made with respect to such Vested Class D Unit equals the Distribution Threshold with respect to such Vested Class D Unit; such amounts shall instead be distributed to the holders of Class A Units, the holders of Class B Units and holders of other Vested Class D Units (pro rata in accordance with the number of such Units held by each such Person), subject to and to the extent otherwise permitted by the provisions of this Section 5.2.3 (including, for the avoidance of doubt, clause (i)).

5.3. No Violation. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make a Distribution to any Limited Partner on account of such Limited Partner’s Interest if such Distribution would violate Section 17-607 of the Act or other applicable law.

5.4. Withholdings. The Partnership is authorized to withhold from Distributions, or with respect to allocations, to the Limited Partners and to pay over to the appropriate federal, state, local or foreign government any amounts required under any applicable law to be so withheld. The Partnership shall allocate any such amounts to the Limited Partners in respect of whose Distribution or allocation the tax was withheld and paid over and shall treat such amounts as actually distributed (either under Section 5.1 or 5.2, as determined by the General Partner) to such Limited Partners.

5.5. Property Distributions and Installment Sales. If any assets of the Partnership shall be distributed in kind pursuant to this Article V, to the extent practicable, such assets shall be distributed to the Limited Partners entitled thereto in the same proportions as the Limited Partners would have been entitled to cash Distributions.

5.6. Return of Distributions of Capital . Except as required by the Act, no Limited Partner shall be obligated by this Agreement to return any Distribution to the Partnership or pay the amount of any Distribution for the account of the Partnership or to any creditor of the Partnership; provided, however , if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return or pay any part of any Distribution, the obligation shall be that of such Limited Partner alone and not of the General Partner or any other Limited Partner.

ARTICLE VI

PRE-EMPTIVE AND PARTICIPATION RIGHTS

6.1. Pre-Emptive and Participation Rights. Until the consummation of a Qualified Public Offering, the Partnership shall not, and shall not permit its Subsidiaries to, issue or sell

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Interests (or any options, warrants or other rights to acquire any Interests, or any debt or equity securities convertible into or exchangeable for, directly or indirectly, any Interests) or issue any debt (each a “Pre-Emptive Issuance” of “Securities” ) to any Person, except in compliance with the provisions of this Article VI.

6.2. Participation Notice. Not fewer than 10 business days prior to the consummation of the Pre-Emptive Issuance, the Partnership shall provide a written notice (the “Participation Notice” ) to each holder of Capital Units (a “Capital Partner” ). The Participation Notice shall include, to the extent known:

6.2.1. The material terms of the proposed Pre-Emptive Issuance, including (i) the amount and kind of Securities to be included in the Pre-Emptive Issuance, (ii) the price per share of the Securities (or, if such consideration is not cash, the Fair Market Value thereof), (iii) the portion of the Pre-Emptive Issuance equal to the aggregate number of Capital Units held by such Capital Partner immediately prior to such Pre-Emptive Issuance divided by the aggregate number of Capital Units outstanding immediately prior to the Pre-Emptive Issuance (with respect to each Capital Partner, its “Participation Portion” ) and (iv) the name and address of each Person to whom the Securities are proposed to be issued (each a “Pre-Emptive Transferee” ); and

6.2.2. An offer by the Partnership to issue to each Capital Partner such portion of the Securities to be included in the Pre-Emptive Issuance as may be requested by such Capital Partner (not to exceed its Participation Portion of the total amount of Securities to be included in the Pre-Emptive Issuance), on the same terms and conditions as the issuance to each of the Pre-Emptive Transferees, including, without limitation, the same relative proportions of Securities (e.g. debt and equity) as are being offered in the Pre-Emptive Issuance.

6.3. Election to Participate. Within 15 business days after delivery of the Participation Notice, each Capital Partner desiring to accept the offer pursuant to Section 6.2.2 shall send an irrevocable commitment (each a “Participation Commitment” ) to the Partnership specifying the amount or proportion of Securities which such Capital Partner desires to be issued (each a “Participating Buyer” ). The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided and so long as the terms and conditions applicable to the Pre-Emptive Issuance remain as stated in the Participation Notice, each such Participating Buyer shall be obligated to acquire in the Pre-Emptive Issuance on the same terms and conditions, with respect to each Security issued, as the Pre-Emptive Transferees such amount or proportion of Securities as such Participating Buyer shall have specified in such Participating Buyer’s Participation Commitment. Each Capital Partner that does not accept such offer shall be deemed to have waived all of such holder’s rights under this Article VI with respect to the Pre-Emptive Issuance specified in the Participation Notice, and the Partnership shall thereafter be free to issue Securities in such Pre-Emptive Issuance to the Pre-Emptive Transferees and any Participating Buyers, at a price not less than the price set forth in the Participation Notice and on other terms not materially more favorable in the aggregate, to the Pre-Emptive Transferees and any Participating Buyers than those set forth in the Participation Notice. If the principal terms of such proposed Pre-Emptive Issuance change such that they are more materially favorable in the aggregate to the Participating Buyers than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this

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Article VI separately complied with, in order to consummate such Pre-Emptive Issuance. In the event a Capital Partner breaches its obligation to purchase such Securities after delivering a Participating Commitment, such Capital Partner shall be deemed to have waived all of such holder’s rights under this Article VI with respect to such Pre-Emptive Issuance and all future Pre-Emptive Issuances.

6.4. Expiration of Commitment . If at the end of the 120th day following the date of the effectiveness of the Participation Notice the Partnership has not completed the Pre-Emptive Issuance on the terms and conditions specified in such Participation Notice, each Participating Buyer shall be released from its obligations under such Participating Buyer’s Participation Commitment, the Participation Notice shall be null and void, and it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Article VI separately complied with, in order to consummate such Pre-Emptive Issuance.

6.5. Cooperation . Each Participating Buyer shall take or cause to be taken all such reasonable actions, consistent with the provisions of this Agreement, as may be necessary or appropriate in order expeditiously to consummate each Pre-Emptive Issuance to such Participating Buyer pursuant to this Article VI and any related transactions. Without limiting the generality of the foregoing, each Participating Buyer agrees to execute and deliver such subscription and other agreements specified by the General Partner to which the Pre-Emptive Transferee will be party.

6.6. Closing . The closing of a Pre-Emptive Issuance pursuant to this Article VI shall take place at such time and place as the General Partner shall specify by notice to each Participating Buyer, which such notice shall be delivered at least 5 business days prior to the proposed closing date. At the closing, the Partnership shall deliver to each Participating Buyer the certificates or other instruments, if any, evidencing the Securities to be issued to such Participating Buyer, registered in the name of such Participating Buyer or his designated nominee, free and clear of any liens or encumbrances, with any transfer tax stamps affixed, against delivery by such Participating Buyer of the applicable consideration.

6.7. Retroactive Compliance. Notwithstanding the notice requirements of Section 6.2, the Partnership may proceed with any Pre-Emptive Issuance prior to having complied with the provisions of Article VI; provided that:

6.7.1. the General Partner shall have determined that the Pre-Emptive Issuance will not adversely affect any Capital Partner so long as such Capital Partners are given retroactive opportunity to participate in accordance with Section 6.7.2; and

6.7.2. the Partnership shall, within 10 business days of the consummation of such Pre-Emptive Issuance (and in any event prior to making any distribution in respect of Securities purchased in connection therewith):

(a) prov