REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • 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.
Joint Filing AgreementJoint Filing Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
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 30th, 2009 • CD&R Associates VIII, Ltd. • 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 30th, 2009 • CD&R Associates VIII, Ltd. • 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.
AMENDMENT No. 3Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
This AMENDMENT No. 3 (this “Amendment No. 3”), dated as of October 8, 2009, to the Investment Agreement, dated as of August 14, 2009, by and between NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”), as amended by that Amendment, dated August 28, 2009, by and between the Company and the Investor and by that Amendment No. 2, dated as of August 31, 2009, by and between the Company and the Investor (as so amended, the “Investment Agreement”).
INVESTMENT AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC. AND CLAYTON, DUBILIER & RICE FUND VIII, L.P. DATED AS OF AUGUST 14, 2009Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August 14, 2009, is made by and among NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”).
AMENDMENT No. 2 TO INVESTMENT AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC. AND CLAYTON, DUBILIER & RICE FUND VIII, L.P.Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
This AMENDMENT No. 2 (this “Amendment No. 2”), dated as of August 31, 2009, to the Investment Agreement, dated as of August 14, 2009, by and between NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”), as amended by that Amendment, dated August 28, 2009, by and between the Company and the Investor (as so amended, the “Investment Agreement”).
Assignment AgreementAssignment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
Pursuant to Section 12 of the Investment Agreement between Clayton, 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.
JOINDER AGREEMENTJoinder Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components • Delaware
JOINDER AGREEMENT, dated as of October 20, 2009, by and between NCI Building Systems, Inc., a Delaware Corporation (the “Company”), and CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “Joining Entity”).
AMENDMENT TO INVESTMENT AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC. AND CLAYTON, DUBILIER & RICE FUND VIII, L.P. Dated as of August 28, 2009Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
AMENDMENT No. 4 TO INVESTMENT AGREEMENT BY AND BETWEEN NCI BUILDING SYSTEMS, INC. AND CLAYTON, DUBILIER & RICE FUND VIII, L.P.Investment Agreement • October 30th, 2009 • CD&R Associates VIII, Ltd. • Prefabricated metal buildings & components
This AMENDMENT No. 4 (this “Amendment No. 4”), dated as of October 16, 2009, to the Investment Agreement, dated as of August 14, 2009, by and between NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”), as amended by that Amendment, dated August 28, 2009, by and between the Company and the Investor, by that Amendment No. 2, dated as of August 31, 2009, by and between the Company and the Investor and by that Amendment No. 3, dated as of October 8, 2009, by and between the Company and the Investor (as so amended, the “Investment Agreement”).
