AS ISSUER THE GUARANTORS NAMED HEREINIndenture • June 4th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
FOURTH AMENDMENTCredit Agreement • January 29th, 2001 • Nci Building Systems Inc • Prefabricated metal buildings & components
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
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
GUARANTYGuaranty • September 17th, 2002 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
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
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • September 3rd, 1997 • Nci Building Systems Inc • Prefabricated metal buildings & components
RECITALSPledge Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
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
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: _______________________________________...Restricted Stock Agreement • December 12th, 2003 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
1 RIGHTS AGREEMENTRights Agreement • July 9th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • Illinois
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
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
AMONGRegistration Rights Agreement • June 4th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
FORM T-1Trust Indenture • June 9th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
Term Loan)Term Loan Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
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
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
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
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 TimeMerger Agreement • March 7th, 2022 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • Delaware
This 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.”
BTR plc BTR AUSTRALIA LIMITED c/o 333 Ludlow Street Stamford, Connecticut 06902 May 4, 1998Stock Purchase Agreement • May 19th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components
WAIVER, CONSENT AND THIRD AMENDMENT THIS WAIVER, CONSENT AND THIRD AMENDMENT (this "WAIVER") is entered into as of May 5, 1999, between NCI Building Systems, Inc., a Delaware corporation ("BORROWER"), NationsBank, N.A., as Administrative Agent...Credit Agreement • June 4th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
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
EXHIBIT 2 RIGHTS AGREEMENTRights Agreement • July 20th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • Illinois
AMENDMENT NO. 3Credit Agreement Amendment • June 13th, 1997 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
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
The 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.
1 EXHIBIT 4.3 CREDIT AGREEMENTCredit Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
THIS 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.
1 [NON-EMPLOYEE DIRECTORS] NCI BUILDING SYSTEMS, INC. STOCK OPTION AGREEMENT NCI Building Systems, Inc. (the "Company") hereby grants an option to purchase shares of its Common Stock, $0.01 par value, to:Stock Option Agreement • September 3rd, 1997 • Nci Building Systems Inc • Prefabricated metal buildings & components
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
CREDIT 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).
GUARANTEE AND COLLATERAL AGREEMENT made by NCI BUILDING SYSTEMS, INC., and certain of its Subsidiaries, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent Dated as of June 22, 2012Guarantee and Collateral Agreement • June 26th, 2012 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 22, 2012, made by NCI Building Systems, Inc., a Delaware corporation (the “Borrower”) and certain Subsidiaries of the Borrower that are signatories hereto, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) 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 described below.
RECITALSAssignment of Partnership Interests • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
CREDIT AGREEMENT among NCI BUILDING SYSTEMS, INC., as Borrower, ITS DOMESTIC SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, BANK OF AMERICA, N.A., as Syndication Agent and WACHOVIA BANK, NATIONAL ASSOCIATION,...Credit Agreement • September 16th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • North Carolina
CREDIT AGREEMENT, dated as of June 18, 2004, among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), BANK OF AMERICA, N.A., as syndication agent (the “Syndication Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”).
NCI BUILDING SYSTEMS, INC. 2003 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 23rd, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
NCI Building Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the individual whose name appears above (“Grantee”), pursuant to the provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as in effect on the date hereof (the “Plan”), a restricted stock award (this “Award”) of shares (the “Awarded Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), effective as of the date of award as set forth above (the “Grant Date”), upon and subject to the terms and conditions set forth in this Restricted Stock Agreement (this “Agreement”) and in the Plan. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan. A copy of the Plan in effect as of the date hereof is attached hereto, the terms and conditions of which are incorporated herein by reference.
