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EXHIBIT 3
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 Xxxxxx Trust and Savings Bank ("Rights Agent"), on this
25th day of June 1999, at the direction of the Company.
WHEREAS, the Company and Rights Agent have entered into that certain
Rights Agreement, dated June 24, 1998 (the "Rights Agreement"); and
WHEREAS, on May 27, 1999, the Board of Directors determined to amend
the Rights Agreement and directed the Rights Agent to enter into this First
Amendment;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Amendments to Rights Agreement. The Rights Agreement is hereby
amended as follows:
(a) Section 1(g) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(g) [intentionally omitted]"
(b) Section 3(a) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(a) Until the earlier of (i) the close of business
on the fifteenth day (subject to extension by the
Board of Directors as provided below) after the Stock
Acquisition Date, or (ii) the close of business on
the fifteenth day (subject to extension by the Board
of Directors as provided below) after the
commencement of, or first public announcement of the
intent to commence, a tender or exchange offer by any
Person (other than the Company, any Subsidiary, any
employee benefit plan of the Company or of any
Subsidiary, or any Person organized, appointed, or
established by the Company or any Subsidiary for or
pursuant to the terms of any such plan), if upon
consummation thereof, such Person would be the
Beneficial Owner of 20% or more of the shares of
Common Stock then outstanding (the earlier of such
dates, after any extensions, being herein referred to
as the "Distribution Date"), (A) the Rights will be
evidenced (subject to the provisions of paragraph (b)
of this Section 3) by the certificates for the Common
Stock registered in the names of the holders of the
Common Stock (which certificates for Common Stock
shall be deemed also to be certificates for
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Rights) and not by separate certificates, and (B) the
Rights will be transferable only in connection with
the transfer of the underlying shares of Common Stock
(including a transfer to the Company). The
fifteen-day periods referred to in clauses (i) and
(ii) of the preceding sentence may be extended by the
Board of Directors. As soon as practicable after the
Distribution Date, the Rights Agent will send, at the
expense of the Company, by first-class,
postage-prepaid mail, to each record holder of the
Common Stock as of the close of business on the
Distribution Date, at the address of such holder
shown on the records of the Company, one or more
Right Certificates evidencing one Right for each
share of Common Stock so held, subject to adjustment
as provided herein. As of and after the Distribution
Date, the Rights will be evidenced solely by such
Right Certificates."
(c) The first two sentences of Section 23(a) of the Rights
Agreement are hereby amended to read in their entirety as follows:
"(a) The Board of Directors of the Company may, at
its option, at any time before 5:00 p.m., Dallas,
Texas, time, on the earlier of (i) the close of
business on the fifteenth day (subject to extension
by the Board of Directors as provided below)
following the Stock Acquisition Date, or (ii) the
Final Expiration Date, redeem all but not less than
all the then outstanding Rights at a redemption price
of $0.01 per Right, as such amount may be
appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after
the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price").
The fifteen-day period referred to in the preceding
sentence may be extended by the Board of Directors."
2. Except as amended by this First Amendment, the Rights Agreement
shall continue in full force and effect as originally executed and delivered.
3. Any reference in the Rights Agreement to the "Agreement" shall refer
to the Rights Agreement as amended by this First Amendment.
4. All capitalized terms used herein and not otherwise defined shall
have the meanings assigned to those terms in the Rights Agreement.
5. This First Amendment shall be governed and construed in accordance
with the laws of the State of Delaware.
[THE NEXT FOLLOWING PAGE IS THE SIGNATURE PAGE.]
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IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date written above.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Executive Vice
President and Chief Financial Officer
XXXXXX TRUST AND SAVINGS BANK,
as Rights Agent
By: /s/ Xxx X. Xxxxxxxxx
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Xxx X. Xxxxxxxxx
Vice President
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