LOAN AND SECURITY AGREEMENT by and among NCI GROUP, INC. ROBERTSON-CECO II CORPORATION as Borrowers and NCI BUILDING SYSTEMS, INC. STEELBUILDING.COM, INC. as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO WELLS FARGO FOOTHILL,...Loan and Security Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
This Loan and Security Agreement (this “Agreement”) dated October 20, 2009 is entered into by and among NCI Group, Inc., a Nevada corporation (“NCI”), Robertson-Ceco II Corporation, a Delaware corporation (“Robertson-Ceco”, and together with NCI, individually each, a “Borrower” and collectively, “Borrowers”, as hereinafter further defined), NCI Building Systems, Inc., a Delaware corporation (“NCI Building Systems” or “Parent”), Steelbuilding.com, Inc., a Delaware corporation, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined), Wells Fargo Foothill, LLC, a Delaware limited liability company , in its capacity as administrative and collateral agent for Issuing Bank and Lenders (in such capacity, “Agent” as hereinafter further defined), Bank of America, N.A, a national banking association (“B of A”) and General Electric Capital Corp
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of October 20, 2009 (as it may be amended from time to time, this “Agreement”), is made among NCI Building Systems, Inc., a Delaware Corporation (the “Company”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII,” and together with CD&R Fund VIII, the “Initial Investors”) and any other stockholder of the Company that may become a party to this Agreement pursuant to the terms hereof.
STOCKHOLDERS AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC., CLAYTON, DUBILIER & RICE FUND VIII, L.P. AND CD&R FRIENDS & FAMILY FUND VIII, L.P. DATED AS OF OCTOBER 20, 2009Stockholders Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 20, 2009, is made by and among NCI Building Systems, Inc., a Delaware corporation, Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman exempted limited partnership (“CD&R Fund VIII”), and CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII,” and together with CD&R Fund VIII, the “Initial Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • Delaware
This INDEMNIFICATION AGREEMENT, dated as of October 20, 2009 (this “Agreement”), is among NCI Building Systems, Inc., a Delaware corporation (the “Company”), NCI Group, Inc, a Nevada corporation, and Robertson-Ceco II Corporation, a Delaware corporation (collectively, with the Company, the “Company Entities”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “Fund”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “Other Investor”), and Clayton, Dubilier & Rice, Inc., a Delaware corporation (“Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • Delaware
Indemnification Agreement, dated as of , between NCI Building Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT among NCI BUILDING SYSTEMS, INC., as Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, and Wachovia Bank, National Association, as Administrative Agent and Collateral Agent Dated as of October 20,...Credit Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 20, 2009, among NCI BUILDING SYSTEMS, INC., a Delaware corporation (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in Section 1.1, the “Lenders”) and Wachovia Bank, National Association, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”).
GUARANTY AGREEMENTGuaranty Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
THIS GUARANTY AGREEMENT (“Guaranty”), dated October 20, 2009, is by NCI Group, Inc., a Nevada corporation (“NCI”), Robertson-Ceco II Corporation, a Delaware corporation (“Ceco” and, together with NCI, each individually a “Borrower” and collectively, “Borrowers”), NCI Building Systems, Inc., a Delaware corporation (“Company”) and Steelbuilding.com, Inc., a Delaware corporation (“Steelbuilding”), in favor of Wells Fargo Foothill, LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for the Secured Parties, as such term is defined in the Loan Agreement, as hereinafter defined (in such capacity, “Agent”). The Company, the Borrowers, Steelbuilding and any other Subsidiary of the Company that becomes party hereto after the date hereof in accordance with Section 17 hereof are sometimes hereinafter referred to hereunder individually each, as a “Guarantying Party” and collectively, as “Guarantying Parties”.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated October 20, 2009, is by NCI Building Systems, Inc., a Delaware corporation (the “Company”), NCI Group, Inc., a Nevada corporation (“NCI”) and Robertson-Ceco II Corporation, a Delaware corporation (“Ceco”) to and in favor of Wells Fargo Foothill, LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders and as otherwise provided therein (in such capacity, “Pledgee”). The Company, NCI, Ceco and any Subsidiary of the Company that becomes party hereto after the date hereof in accordance with Section 10 hereof are sometimes hereinafter referred to hereunder individually each, as a “Pledgor” and collectively, as “Pledgors”.
GUARANTEE AND COLLATERAL AGREEMENT made by NCI BUILDING SYSTEMS, INC. and certain of its Subsidiaries, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as Collateral Agent Dated as of October 20, 2009Guarantee and Collateral Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 20, 2009, made by NCI BUILDING SYSTEMS, INC. (the “Borrower”) and certain Subsidiaries of the Borrower in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (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.
INTERCREDITOR AGREEMENT among NCI BUILDING SYSTEMS, INC., as a Borrower or Guarantor, CERTAIN DOMESTIC SUBSIDIARIES OF NCI BUILDING SYSTEMS, INC., as Borrowers or Guarantors and WELLS FARGO FOOTHILL, LLC as the Working Capital Agent and the Working...Intercreditor Agreement • October 26th, 2009 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
THIS INTERCREDITOR AGREEMENT (the “Agreement”), dated as of October 20, 2009, is entered into by and among NCI BUILDING SYSTEMS, INC., a Delaware corporation (the “Company”), those certain Domestic Subsidiaries of the Company from time to time party to the Working Capital Credit Documents, the Term Loan Credit Documents or any Additional Documents as borrowers or guarantors (together, with the Company, the “Grantors”), WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Term Loan Lenders referenced below (in such capacity, together with its successors and assigns in such capacity, the “Term Loan Administrative Agent”) and its capacity as collateral agent for the Term Loan Lenders referenced below (in such capacity, together with its successors and assigns in such capacity, the “Term Loan Agent”), WELLS FARGO FOOTHILL, LLC, in its capacity as administrative agent for the Working Capital Lenders referenced below (in such capacity, the “Working Capital Adm
