1 RIGHTS AGREEMENTRights Agreement • July 9th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • Illinois
Contract Type FiledJuly 9th, 1998 Company Industry Jurisdiction
FOURTH AMENDMENTNci Building Systems Inc • January 29th, 2001 • Prefabricated metal buildings & components
Company FiledJanuary 29th, 2001 Industry
SENIOR EXECUTIVE GRANT [AS OF AUGUST 28, 2003] NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Grantee: _______________________________________ Number of Awarded Shares: _______________________________________...Nci Building Systems Inc • December 12th, 2003 • Prefabricated metal buildings & components • Texas
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AS ISSUER THE GUARANTORS NAMED HEREINNci Building Systems Inc • June 4th, 1999 • Prefabricated metal buildings & components • New York
Company FiledJune 4th, 1999 Industry Jurisdiction
RECITALSPledge Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
Contract Type FiledJanuary 29th, 1999 Company Industry Jurisdiction
INCENTIVE] as of 3/14/03 NCI BUILDING SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENT NCI Building Systems, Inc. (the "Company") hereby grants an Incentive Option (the "Option") to purchase shares of its Common Stock, $0.01 par value, to:Incentive Stock Option Agreement • December 12th, 2003 • Nci Building Systems Inc • Prefabricated metal buildings & components
Contract Type FiledDecember 12th, 2003 Company Industry
NONQUALIFIED] as of 3/14/03 NCI BUILDING SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT NCI Building Systems, Inc. (the "Company") hereby grants a Nonqualified Option (the "Option") to purchase shares of its Common Stock, $0.01 par value, to:Nonqualified Stock Option Agreement • December 12th, 2003 • Nci Building Systems Inc • Prefabricated metal buildings & components
Contract Type FiledDecember 12th, 2003 Company Industry
SPECIAL LONG-TERM GRANT [AS OF AUGUST 28, 2003] NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Grantee: Number of Awarded Shares: Date of Award: Expiration of Restriction Period See Section 3 NCI Building...Restricted Stock Agreement • December 12th, 2003 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
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EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made this 29th day of January, 2003, is between NCI BUILDING SYSTEMS, L.P., a Texas limited partnership (the "Company"), and JOHNIE SCHULTE (the...Employment Agreement • January 31st, 2003 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
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1 EXHIBIT 4.4 As of May 1, 1998 NCI Building Systems, Inc. 7301 Fairview Houston, Texas 77041 Attn: Robert J. Medlock Chief Financial Officer Re: First Amendment to Credit Agreement Ladies and Gentlemen: Reference is made to the Credit Agreement dated...Credit Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
Contract Type FiledJanuary 29th, 1999 Company Industry
1 EXHIBIT 4.5 As of May 5, 1998 NCI Building Systems, Inc. 7301 Fairview Houston, Texas 77041 Attn: Robert J. Medlock Chief Financial Officer Re: Second Amendment to Credit Agreement Ladies and Gentlemen: Reference is made to the Credit Agreement...Credit Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
Contract Type FiledJanuary 29th, 1999 Company Industry
1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of April 1, 1996, is made by and between NCI Building Systems, L.P., a Texas limited partnership ("Employer"), and John T. Eubanks, a resident of Texas...Employment Agreement • January 29th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
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EXHIBIT 4.1 CREDIT AGREEMENT Dated as of September 13, 2002 among NCI BUILDING SYSTEMS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent,...Credit Agreement • September 17th, 2002 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
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AMONGRegistration Rights Agreement • June 4th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Contract Type FiledJune 4th, 1999 Company Industry Jurisdiction
RECITALSNci Building Systems Inc • January 29th, 1999 • Prefabricated metal buildings & components • Texas
Company FiledJanuary 29th, 1999 Industry Jurisdiction
1 EXHIBIT 10.2 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement (this "First Amendment") is entered into by and between NCI Building Systems, Inc., a Delaware corporation (the "Company"), and Harris Trust and Savings Bank...Rights Agreement • June 25th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • Delaware
Contract Type FiledJune 25th, 1999 Company Industry Jurisdiction
GUARANTYGuaranty • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
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AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • September 3rd, 1997 • Nci Building Systems Inc • Prefabricated metal buildings & components
Contract Type FiledSeptember 3rd, 1997 Company Industry
AMENDMENT NO. 3Nci Building Systems Inc • June 13th, 1997 • Prefabricated metal buildings & components • Texas
Company FiledJune 13th, 1997 Industry Jurisdiction
PISCES MIDCO, INC. as Issuer and the Subsidiary Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF APRIL 12, 2018 PROVIDING FOR ISSUANCE OF NOTES IN SERIESIndenture • November 20th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
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RECITALSNci Building Systems Inc • January 29th, 1999 • Prefabricated metal buildings & components • Texas
Company FiledJanuary 29th, 1999 Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER by and among CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC, CAMELOT RETURN MERGER SUB, INC., and CORNERSTONE BUILDING BRANDS, INC. Dated as of March 5, 2022 Article I The Merger; Closing; Effective TimeAgreement and Plan of Merger • March 7th, 2022 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • Delaware
Contract Type FiledMarch 7th, 2022 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2022, is by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Camelot Return Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cornerstone Building Brands, Inc., a Delaware corporation (the “Company,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Contract Type FiledSeptember 2nd, 1998 Company Industry Jurisdiction
EXHIBIT 4.6 MASTER ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement dated as of March 25, 1998 (as amended by that CERTAIN First Amendment dated as of May 1, 1998 and by that certain Second Amendment dated as of May 5, 1998 and as...Credit Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
Contract Type FiledJanuary 29th, 1999 Company Industry
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Dated as of March 25, 1998 by and between NCI BUILDING SYSTEMS, INC.Stock Purchase Agreement • May 19th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
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EXHIBIT 2 RIGHTS AGREEMENTRights Agreement • July 20th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • Illinois
Contract Type FiledJuly 20th, 1998 Company Industry Jurisdiction
NON-EMPLOYEE DIRECTOR GRANT [AS OF AUGUST 28, 2003] NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Grantee: _____________________________________ Number of Awarded Shares:...Nci Building Systems Inc • December 12th, 2003 • Prefabricated metal buildings & components • Texas
Company FiledDecember 12th, 2003 Industry Jurisdiction
1 EXHIBIT 4.3 CREDIT AGREEMENTCredit Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
Contract Type FiledJanuary 29th, 1999 Company Industry
GUARANTYGuaranty • September 17th, 2002 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
Contract Type FiledSeptember 17th, 2002 Company Industry Jurisdiction
7,150,000 Shares NCI BUILDING SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2017 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Contract Type FiledDecember 14th, 2017 Company Industry JurisdictionThe stockholders of NCI Building Systems, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 7,150,000 shares (the “Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company. Subject to the sale of the Shares by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed herein to purchase from the Underwriters (the “Share Repurchase”), an aggregate of 1,150,000 Shares (the “Repurchased Shares”) pursuant to Section 3 of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Contract Type FiledNovember 16th, 2004 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 16, 2004, by and between NCI Building Systems, Inc., a Delaware corporation (the “Company”) and UBS Securities LLC and Wachovia Capital Markets, LLC (the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated as of November 9, 2004 (the “Purchase Agreement”) between the Company and the Initial Purchasers.
As of May 1, 1998 NCI Building Systems, Inc. 7301 Fairview Houston, Texas 77041 Attn: Robert J. Medlock Chief Financial Officer Re: First Amendment to Credit Agreement Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of March...Credit Agreement • August 6th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components
Contract Type FiledAugust 6th, 1998 Company Industry
8,500,000 Shares NCI BUILDING SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2014 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Contract Type FiledJanuary 10th, 2014 Company Industry JurisdictionThe stockholders of NCI Building Systems, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 8,500,000 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company, and, at the election of the Underwriters, up to 1,275,000 additional shares of Stock. The aggregate of 8,500,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,275,000 additional shares of Stock to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares.” The Firm Shares and the Optional Shares are herein collectively called the “Shares.” Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC have agreed to act as the representatives of the sev
CREDIT AGREEMENT among NCI BUILDING SYSTEMS, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent, ROYAL BANK OF CANADA and UBS SECURITIES LLC, as...Credit Agreement • June 26th, 2012 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Contract Type FiledJune 26th, 2012 Company Industry JurisdictionCREDIT AGREEMENT, dated as of June 22, 2012, among NCI BUILDING SYSTEMS, INC. (the “Borrower”), a Delaware corporation, the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).
ABL GUARANTEE AND COLLATERAL AGREEMENT made by NCI GROUP, INC., ROBERTSON-CECO II CORPORATION, NCI BUILDING SYSTEMS, INC., and certain other Domestic Subsidiaries of the Parent, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent...Guarantee and Collateral Agreement • February 13th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
Contract Type FiledFebruary 13th, 2018 Company Industry JurisdictionABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 8, 2018, made by NCI GROUP, Inc., a Nevada corporation (as further defined in the Credit Agreement, “NCI Group”), ROBERTSON-CECO II Corporation, a Delaware corporation (as further defined in the Credit Agreement, “Robertson”), NCI BUILDING SYSTEMS, INC., a Delaware corporation (as further defined in the Credit Agreement, the “Parent”), and certain other Domestic Subsidiaries of the Parent from time to time party hereto, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement descri