Assignment Agreement
Exhibit 3
Pursuant to Section 12 of the Investment Agreement between Xxxxxxx, Dubilier & Rice Fund VIII,
L.P. (“Assignor”) and NCI Building Systems, Inc. (the “Company”), dated August 14,
2009 (as amended, the “Investment Agreement”), the Assignor hereby assigns to CD&R Friends
& Family Fund VIII, L.P. (“Assignee”) its right to purchase 349 shares of Series B
Cumulative Convertible Participating Preferred Stock, par value $1.00 per share (the
“Shares”) of the Company.
Subject to the execution of a Joinder Agreement to the Investment Agreement by Assignee and
the Company, Assignee shall be deemed included in the term “Investor” with respect to the rights of
the Investor under the Investment Agreement.
The Assignee hereby agrees to assume Assignor’s obligation to pay the purchase price for the
Shares (which, for the avoidance of doubt, is $349,000) directly to the Company when such amount is
due and payable under the Investment Agreement.
IN WITNESS WHEREOF, the parties have executed this agreement as of the 20th day of
October, 2009.
| XXXXXXX, DUBILIER & RICE FUND VIII, L.P. | CD&R FRIENDS & FAMILY FUND VIII, L.P. | |||||||
By:
CD&R Associates VIII, Ltd., its general partner
|
By: CD&R Associates VIII, Ltd., its general partner | |||||||
By:
|
/s/ Xxxxxxx X. Xxxx | By: | /s/ Xxxxxxx X. Xxxx | |||||
Name:
|
Xxxxxxx X. Xxxx | Name: | Xxxxxxx X. Xxxx | |||||
Title:
|
Vice President, Treasurer & Assistant Secretary | Title: | Vice President, Treasurer & Assistant Secretary | |||||
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