1
EXHIBIT 4.8
FACILITY B NOTE
(Term Loan)
$15,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of NATIONSBANK OF TEXAS, N.A.
("PAYEE") on or before the Facility B Termination Date, the principal amount of
FIFTEEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much thereof as may
then be outstanding as the Facility B Principal Debt under this note, together
with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
2
FACILITY B NOTE
(Term Loan)
$13,000,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of SWISS BANK CORPORATION
("PAYEE") on or before the Facility B Termination Date, the principal amount of
THIRTEEN MILLION DOLLARS or so much thereof as may then be outstanding as the
Facility B Principal Debt under this note, together with interest, as described
below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
3
FACILITY B NOTE
(Term Loan)
$13,000,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of FIRST UNION NATIONAL BANK
("PAYEE") on or before the Facility B Termination Date, the principal amount of
THIRTEEN MILLION DOLLARS or so much thereof as may then be outstanding as the
Facility B Principal Debt under this note, together with interest, as described
below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
4
FACILITY B NOTE
(Term Loan)
$11,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of THE BANK OF NOVA SCOTIA
("PAYEE") on or before the Facility B Termination Date, the principal amount of
ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much thereof as may then
be outstanding as the Facility B Principal Debt under this note, together with
interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
5
FACILITY B NOTE
(Term Loan)
$11,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENE ("PAYEE") on or before the Facility B Termination Date, the
principal amount of ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much
thereof as may then be outstanding as the Facility B Principal Debt under this
note, together with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
6
FACILITY B NOTE
(Term Loan)
$11,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of COMERICA BANK ("PAYEE") on or
before the Facility B Termination Date, the principal amount of ELEVEN MILLION
TWO HUNDRED FIFTY THOUSAND DOLLARS or so much thereof as may then be outstanding
as the Facility B Principal Debt under this note, together with interest, as
described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
7
FACILITY B NOTE
(Term Loan)
$11,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of CREDIT LYONNAIS NEW YORK
BRANCH ("PAYEE") on or before the Facility B Termination Date, the principal
amount of ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much thereof
as may then be outstanding as the Facility B Principal Debt under this note,
together with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
8
FACILITY B NOTE
(Term Loan)
$11,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of CREDITANSTALT CORPORATE
FINANCE, INC. ("PAYEE") on or before the Facility B Termination Date, the
principal amount of ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much
thereof as may then be outstanding as the Facility B Principal Debt under this
note, together with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
9
FACILITY B NOTE
(Term Loan)
$11,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of GENERAL ELECTRIC CAPITAL
CORPORATION ("PAYEE") on or before the Facility B Termination Date, the
principal amount of ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much
thereof as may then be outstanding as the Facility B Principal Debt under this
note, together with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
10
FACILITY B NOTE
(Term Loan)
$11,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of SOCIETE GENERALE ("PAYEE") on
or before the Facility B Termination Date, the principal amount of ELEVEN
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much thereof as may then be
outstanding as the Facility B Principal Debt under this note, together with
interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
11
FACILITY B NOTE
(Term Loan)
$6,250,000 Houston, Texas As of June 30, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of THE SUMITOMO BANK, LIMITED
("PAYEE") on or before the Facility B Termination Date, the principal amount of
SIX MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much thereof as may then be
outstanding as the Facility B Principal Debt under this note, together with
interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
12
FACILITY B NOTE
(Term Loan)
$5,000,000 Houston, Texas As of June 30, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of CITY NATIONAL BANK ("PAYEE")
on or before the Facility B Termination Date, the principal amount of FIVE
MILLION DOLLARS or so much thereof as may then be outstanding as the Facility B
Principal Debt under this note, together with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
13
FACILITY B NOTE
(Term Loan)
$11,250,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of WACHOVIA BANK, N.A. ("PAYEE")
on or before the Facility B Termination Date, the principal amount of ELEVEN
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS or so much thereof as may then be
outstanding as the Facility B Principal Debt under this note, together with
interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
14
FACILITY B NOTE
(Term Loan)
$7,500,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of CIBC, INC. ("PAYEE") on or
before the Facility B Termination Date, the principal amount of SEVEN MILLION
FIVE HUNDRED THOUSAND DOLLARS or so much thereof as may then be outstanding as
the Facility B Principal Debt under this note, together with interest, as
described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
15
FACILITY B NOTE
(Term Loan)
$7,500,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of CREDIT AGRICOLE INDOSUEZ
("PAYEE") on or before the Facility B Termination Date, the principal amount of
SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS or so much thereof as may then be
outstanding as the Facility B Principal Debt under this note, together with
interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
16
FACILITY B NOTE
(Term Loan)
$7,500,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of THE FUJI BANK LIMITED -
HOUSTON AGENCY ("PAYEE") on or before the Facility B Termination Date, the
principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS or so much
thereof as may then be outstanding as the Facility B Principal Debt under this
note, together with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
17
FACILITY B NOTE
(Term Loan)
$7,500,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of IMPERIAL BANK, a California
banking corporation ("PAYEE") on or before the Facility B Termination Date, the
principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS or so much
thereof as may then be outstanding as the Facility B Principal Debt under this
note, together with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
18
FACILITY B NOTE
(Term Loan)
$7,500,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of THE INDUSTRIAL BANK OF JAPAN,
LIMITED ("PAYEE") on or before the Facility B Termination Date, the principal
amount of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS or so much thereof as may
then be outstanding as the Facility B Principal Debt under this note, together
with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
19
FACILITY B NOTE
(Term Loan)
$7,500,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED ("PAYEE") on or before the Facility B Termination Date, the
principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS or so much
thereof as may then be outstanding as the Facility B Principal Debt under this
note, together with interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
20
FACILITY B NOTE
(Term Loan)
$7,500,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of UNION BANK OF CALIFORNIA, N.A.
("PAYEE") on or before the Facility B Termination Date, the principal amount of
SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS or so much thereof as may then be
outstanding as the Facility B Principal Debt under this note, together with
interest, as described below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
21
FACILITY B NOTE
(Term Loan)
$5,000,000 Houston, Texas As of May 6, 1998
FOR VALUE RECEIVED, NCI BUILDING SYSTEMS, INC., a Delaware corporation
("MAKER"), hereby promises to pay to the order of SOUTHWEST BANK OF TEXAS, N.A.
("PAYEE") on or before the Facility B Termination Date, the principal amount of
FIVE MILLION DOLLARS or so much thereof as may then be outstanding as the
Facility B Principal Debt under this note, together with interest, as described
below.
This note has been executed and delivered under, and is subject to the
terms of, the Credit Agreement dated as of March 25, 1998 (as amended,
supplemented or restated, the "CREDIT AGREEMENT"), among Maker, NationsBank of
Texas, N.A., as Administrative Agent, and the Lenders and other parties named in
the Credit Agreement (including, without limitation, Payee) and is one of the
Facility B Notes referred to in the Credit Agreement. Unless defined in this
note, or the context requires otherwise, capitalized terms used in this note
have the meanings given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs and other costs of collection, certain waivers
by Maker and others now or hereafter obligated for payment of any sums due under
this note, and security for the payment of this note. This note is a Loan
Document and, therefore, is subject to the applicable provisions of SECTION 14
of the Credit Agreement, all of which applicable provisions are incorporated
into this note by reference as if set forth in this note verbatim.
Specific reference is made to SECTION 3.8 of the Credit Agreement for
usury savings provisions.
This note is being executed and delivered, and is intended to be
performed, in the State of Texas, and the Laws of such State and of the United
States of America shall govern the Rights and duties of Maker and Payee and the
validity, construction, enforcement and interpretation of this note.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED
SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL
AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.
THIS NOTE, THE CREDIT AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND
THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE MAKER AND THE PAYEE (OR BY THE
MAKER FOR THE BENEFIT OF THE PAYEE) REPRESENT THE FINAL AGREEMENT BETWEEN THE
MAKER AND THE PAYEE AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NCI BUILDING SYSTEMS, INC.
By: /s/ Xxxxxx X Xxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------------------------
Title: Vice President and Chief Financial Officer
------------------------------------------
